Exhibit 4.1


 


SYNCHRONY CREDIT CARD MASTER NOTE TRUST,


 


as Issuer


 


and


 


DEUTSCHE BANK TRUST COMPANY AMERICAS,


 


as Indenture Trustee


 


Series
2016-3 INDENTURE SUPPLEMENT


 


Dated as of September 22, 2016


 




     


     


    

 


Table
of Contents


 


	 	 	Page
	 	 	 
	ARTICLE I	Definitions	 
	 	 	 
	SECTION 1.1.	Definitions	1
	SECTION 1.2.	Incorporation of Terms	16
	 	 	 
	ARTICLE II	Creation of the Series 2016-3 Notes	 
	 	 	 
	SECTION 2.1.	Designation	16
	SECTION 2.2.	Transfer Restrictions Applicable to the Class C Notes and the Class D Notes	16
	 	 	 
	ARTICLE III	REPRESENTATIONS, WARRANTIES and Covenants	 
	 	 	 
	SECTION 3.1.	Representations, Warranties and Covenants with respect to Receivables	19
	SECTION 3.2.	Representations, Warranties and Covenants with respect to ERISA	19
	 	 	 
	ARTICLE IV	Rights of Series 2016-3 Noteholders and Allocation and Application of Collections	 
	 	 	 
	SECTION 4.1.	Determination of Interest and Principal	19
	SECTION 4.2.	Establishment of Accounts	21
	SECTION 4.3.	Calculations and Series Allocations	22
	SECTION 4.4.	Application of Available Finance Charge Collections and Available Principal Collections	23
	SECTION 4.5.	Distributions	27
	SECTION 4.6.	Investor Charge-Offs	27
	SECTION 4.7.	Reallocated Principal Collections	28
	SECTION 4.8.	Excess Finance Charge Collections	28
	SECTION 4.9.	Shared Principal Collections	28
	SECTION 4.10.	Reserve Account	29
	SECTION 4.11.	Spread Account	29
	SECTION 4.12.	Investment of Accounts	30
	SECTION 4.13.	Controlled Accumulation Period	31
	SECTION 4.14.	[Reserved]	31
	SECTION 4.15.	Deposit of Collections	32
	 	 	 
	ARTICLE V	Delivery of Series 2016-3 Notes; Reports to Series 2016-3 Noteholders	 
	 	 	 
	SECTION 5.1.	Delivery and Payment for the Series 2016-3 Notes	32
	SECTION 5.2.	Reports and Statements to Series 2016-3 Noteholders	32
	 	 	 
	ARTICLE VI	Series 2016-3 Early Amortization Events	 
	 	 	 
	SECTION 6.1.	Series 2016-3 Early Amortization Events	32
	 	 	 
	ARTICLE VII	Redemption of Series 2016-3 Notes; Final Distributions; Series Termination	 


 




    	 	-i-	 



     


    

 


Table
of Contents


(continued)


 





	 	 	Page
	 	 	 
	SECTION 7.1.	Optional Redemption of Series 2016-3 Notes; Final Distributions	34
	SECTION 7.2.	Series Termination	35
	SECTION 7.3.	Sale of Collateral	35
	 	 	 
	ARTICLE VIII	Miscellaneous Provisions	 
	 	 	 
	SECTION 8.1.	Ratification of Indenture; Amendments	36
	SECTION 8.2.	Form of Delivery of the Series 2016-3 Notes	36
	SECTION 8.3.	Counterparts	36
	SECTION 8.4.	GOVERNING LAW	36
	SECTION 8.5.	Limitation of Liability	37
	SECTION 8.6.	Rights of the Indenture Trustee	37
	SECTION 8.7.	Notice Address for Rating Agencies	37
	SECTION 8.8.	Compliance with Applicable Anti-Terrorism and Anti-Money Laundering Regulations	38
	SECTION 8.9.	Notes to be Treated as Debt for Tax	38
	SECTION 8.10.	Deemed Consent	38







  


	EXHIBITS	 
	 	 
	EXHIBIT A-1	FORM OF CLASS A NOTE
	 	 
	EXHIBIT A-2	FORM OF CLASS B NOTE
	 	 
	EXHIBIT A-3	FORM OF CLASS C NOTE
	 	 
	EXHIBIT A-4	FORM OF CLASS D NOTE
	 	 
	EXHIBIT B	FORM OF MONTHLY NOTEHOLDER’S STATEMENT
	 	 
	SCHEDULES	 
	 	 
	SCHEDULE I	PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS (With Respect to Receivables)


 




    	 	-ii-	 



     


    

 


SERIES 2016-3 INDENTURE
SUPPLEMENT, dated as of September 22, 2016 (this “Indenture Supplement”), between SYNCHRONY CREDIT CARD MASTER
NOTE TRUST, a Delaware statutory trust (herein, the “Issuer” or the “Trust”), and DEUTSCHE
BANK TRUST COMPANY AMERICAS, a New York banking corporation, not in its individual capacity, but solely as indenture trustee (herein,
together with its successors as provided in the Master Indenture referred to below, the “Indenture Trustee”)
under the Master Indenture, dated as of September 25, 2003 (the “Indenture”), between the Issuer and the Indenture
Trustee, as amended by the Omnibus Amendment No.1 to Securitization Documents, dated as of February 9, 2004, among RFS Holding,
L.L.C., RFS Funding Trust, the Issuer, Deutsche Bank Trust Company Delaware, as trustee of RFS Funding Trust, RFS Holding, Inc.
and the Indenture Trustee, as further amended by the Second Amendment to Master Indenture, dated as of June 17, 2004, between the
Issuer and the Indenture Trustee, as further amended by the Third Amendment to Master Indenture, dated as of August 31, 2006, between
the Issuer and the Indenture Trustee, as further amended by the Fourth Amendment to Master Indenture, dated as of June 28, 2007,
between the Issuer and the Indenture Trustee, as further amended by the Fifth Amendment to Master Indenture, dated as of May 22,
2008, between the Issuer and the Indenture Trustee, as further amended by the Sixth Amendment to Master Indenture, dated as of
August 7, 2009, between the Issuer and the Indenture Trustee, as further amended by the Seventh Amendment to Master Indenture,
dated as of January 21, 2014, between the Issuer and the Indenture Trustee, as further amended by the Eighth Amendment to
Master Indenture and Omnibus Supplement to Specified Indenture Supplements, dated as of March 11, 2014, between the Issuer
and the Indenture Trustee, as further amended by the Ninth Amendment to Master Indenture, dated as of November 24, 2015, between
the Issuer and the Indenture Trustee, and as further amended by the Tenth Amendment to Master Indenture, dated as of March 3, 2016,
between the Issuer and the Indenture Trustee (the Indenture, together with this Indenture Supplement, the “Agreement”).


 


The Principal Terms
of this Series are set forth in this Indenture Supplement to the Indenture.


 


ARTICLE
I

Definitions


 


SECTION 1.1. Definitions.


 


(a)          Capitalized
terms used and not otherwise defined herein are used as defined in Section 1.1 of the Indenture. This Indenture Supplement
shall be interpreted in accordance with the conventions set forth in Section 1.2 and Section 1.3 of the Indenture.


 


(b)          Each
capitalized term defined herein relates only to Series 2016-3 and to no other Series. Whenever used in this Indenture Supplement,
the following words and phrases shall have the following meanings:


 


“Accumulation
Shortfall” means (a) for the first Payment Date during the Controlled Accumulation Period, zero; and (b) thereafter,
for any Payment Date during the Controlled Accumulation Period, the excess, if any, of the Controlled Deposit Amount for the previous
Payment Date over the amount deposited into the Principal Accumulation Account pursuant to Section 4.4(c)(i) for the previous
Payment Date.


 




     


     


    

 


“Addition
Date” means an “Addition Date” as such term is defined in the Transfer Agreement.


 


“Additional
Interest” means, for any Payment Date, Class A Additional Interest, Class B Additional Interest, Class C Additional
Interest and Class D Additional Interest for such Payment Date.


 


“Administration
Agreement” means the Administration Agreement, dated as of September 25, 2003, between the Administrator and the Issuer.


 


“Administrator”
means SYNCHRONY FINANCIAL, in its capacity as Administrator under the Administration Agreement or any other Person designated as
an Administrator under the Administration Agreement.


 


“Agreement”
is defined in the preamble.


 


“Allocation
Percentage” means, with respect to any date of determination in any Monthly Period, the percentage equivalent of a fraction:


 


(a)  the
numerator of which shall be equal to:


 


(i) for Principal
Collections during the Revolving Period and for Finance Charge Collections and Default Amounts at any time, the Collateral Amount
at the end of the last day of the prior Monthly Period (or, in the case of the first Monthly Period, on the Closing Date); or


 


(ii) for Principal
Collections during the Early Amortization Period and the Controlled Accumulation Period, the Collateral Amount at the end of the
last day of the Revolving Period; provided, that on and after the date on which the Principal Accumulation Account Balance
equals the Note Principal Balance, the numerator shall equal zero; and


 


(b)  the
denominator of which shall be the greater of (x) the Aggregate Principal Receivables determined as of the close of business
on the last day of the prior Monthly Period (or, in the case of the first Monthly Period, on the Closing Date) and (y) the
sum of the numerators used to calculate the allocation percentages for allocations with respect to Finance Charge Collections,
Principal Collections or Default Amounts, as applicable, for all outstanding Series on such date of determination; provided,
that if one or more Reset Dates occur in a Monthly Period, the denominator determined pursuant to clause (x) of this clause
(b) shall be (A) the Aggregate Principal Receivables as of the close of business on the last day of the prior Monthly Period for
the period from and including the first day of the current Monthly Period, to but excluding such Reset Date and (B) the Aggregate
Principal Receivables as of the close of business on such Reset Date, for the period from and including such Reset Date to the
earlier of the last day of such Monthly Period (in which case such period shall include such day) or the next succeeding Reset
Date (in which case such period shall not include such succeeding Reset Date); and provided, further, that notwithstanding
the preceding proviso, if a Reset Date occurs during any Monthly Period and the Issuer makes a single monthly deposit of Collections
to the Collection Account pursuant to Section 8.4 of the Indenture for such Monthly Period and has not elected to make
daily deposits to the Collection Account, then the denominator determined pursuant to clause (x) of this clause (b) for each day
during such Monthly Period shall equal the Average Principal Balance for such Monthly Period.


 




    	 	2	 



     


    

 


“Available
Finance Charge Collections” means, for any Monthly Period, an amount equal to the sum of (a) the Investor Finance Charge
Collections for such Monthly Period, (b) the Series 2016-3 Excess Finance Charge Collections for such Monthly Period, (c) Principal
Accumulation Investment Proceeds, if any, with respect to the related Transfer Date, (d) interest and earnings on funds on deposit
in the Reserve Account which will be treated as Available Finance Charge Collections pursuant to Section 4.10(a) and (e)
amounts, if any, to be withdrawn from the Reserve Account which will be deposited into the Finance Charge Account on the related
Transfer Date to be treated as Available Finance Charge Collections pursuant to Section 4.10(c); provided, that
for purposes of the statement to be delivered pursuant to Section 5.2(a), the Servicer may estimate the amount of interest,
earnings and expenses on any Series Account based on the most recent statement delivered by the related deposit bank.


 


“Available
Principal Collections” means, for any Monthly Period, an amount equal to the sum of (a) the Investor Principal
Collections for such Monthly Period, minus (b) the amount of Reallocated Principal Collections with respect to such
Monthly Period which pursuant to Section 4.7 are required to be applied on the related Payment Date, plus
(c) the sum of (i) any Shared Principal Collections with respect to other Principal Sharing Series (including any amounts on
deposit in the Excess Funding Account that are allocated to Series 2016-3 for application as Shared Principal Collections),
(ii) the aggregate amount to be treated as Available Principal Collections pursuant to Sections
4.4(a)(vii), (viii) and (xi) and (iii) during an Early Amortization Period, the amount
of Available Finance Charge Collections used to pay principal on the Notes pursuant to Section 4.4(a)(xiv) for the
related Payment Date.


 


“Available
Reserve Account Amount” means, for any Transfer Date, the lesser of (a) the amount on deposit in the Reserve Account
(after taking into account any interest and earnings retained in the Reserve Account pursuant to Section 4.10(a) on such
date, but before giving effect to any deposit made or to be made pursuant to Section 4.4(a)(ix) to the Reserve Account on
such date) and (b) the Required Reserve Account Amount.


 


“Available
Spread Account Amount” means, for any Transfer Date, an amount equal to the lesser of (a) the amount on deposit in the
Spread Account (exclusive of Investment Earnings on such date and before giving effect to any deposit to, or withdrawal from, the
Spread Account made or to be made with respect to such date) and (b) the Required Spread Account Amount, in each case on such Transfer
Date.


 


“Average Principal
Balance” means for any Monthly Period in which a Reset Date occurs, the sum of (i) the Aggregate Principal Receivables
determined as of the close of business on the last day of the prior Monthly Period, multiplied by a fraction, the numerator
of which is the number of days from and including the first day of such Monthly Period, to but excluding the related Reset Date,
and the denominator of which is the number of days in such Monthly Period and (ii) for each such Reset Date, the product of the
Aggregate Principal Receivables determined as of the close of business on such Reset Date, multiplied by a fraction, the
numerator of which is the number of days from and including such Reset Date, to the earlier of the last day of such Monthly Period
(in which case such period shall include such date) or the next succeeding Reset Date (in which case such period shall exclude
such date), and the denominator of which is the number of days in such Monthly Period.


 




    	 	3	 



     


    

 


“Base Rate”
means, for any Monthly Period, the annualized percentage (based on a 360-day year of twelve 30-day months, or in the case of the
initial Monthly Period, the actual number of days and a 360-day year) equivalent of a fraction, the numerator of which is equal
to the sum of (a) the Monthly Interest, (b) the amount required to be paid pursuant to Section 4.4(a)(i) and (c) the Noteholder
Servicing Fee, each with respect to the related Payment Date, and the denominator of which is the Collateral Amount plus amounts
on deposit in the Principal Accumulation Account, each as of the close of business on the last day of such Monthly Period.


 


“Benefit Plan”
means (i) an “employee benefit plan” as defined in Section 3(3) of ERISA, that is subject to Title I of ERISA, (ii)
a “plan” as defined in Section 4975 of the Code that is subject to Section 4975 of the Code, or (iii) an entity whose
underlying assets include plan assets by reason of investment by an employee benefit plan or plan in such entity.


 


“Business
Day” means any day that is not a Saturday, a Sunday or a day on which banks are required or permitted to be closed in
the State of New York or the State of Connecticut.


 


“Class A Additional
Interest” is defined in Section 4.1(a).


 


“Class A Deficiency
Amount” is defined in Section 4.1(a).


 


“Class A Monthly
Interest” is defined in Section 4.1(a).


 


“Class A Note
Initial Principal Balance” means $700,000,000.


 


“Class A Note
Interest Rate” means a per annum rate of 1.58%.


 


“Class A Note
Principal Balance” means, on any date of determination, an amount equal to (a) the Class A Note Initial Principal Balance,
minus (b) the aggregate amount of principal payments made to the Class A Noteholders on or prior to such date.


 


“Class A Noteholder”
means the Person in whose name a Class A Note is registered in the Note Register.


 


“Class A Notes”
means any one of the Notes executed by the Issuer and authenticated by or on behalf of the Indenture Trustee, substantially in
the form of Exhibit A-1.


 


“Class A Required
Amount” means, for any Payment Date, an amount equal to the excess of the amounts described in Sections 4.4(a)(i),
(ii) and (iii) over Available Finance Charge Collections applied to pay such amount pursuant to Section 4.4(a).


 


“Class B Additional
Interest” is defined in Section 4.1(b).


 


“Class B Deficiency
Amount” is defined in Section 4.1(b).


 




    	 	4	 



     


    

 


“Class B Monthly
Interest” is defined in Section 4.1(b).


 


“Class B Note
Initial Principal Balance” means $67,123,287.


 


“Class B Note
Interest Rate” means a per annum rate of 1.91%.


 


“Class B Note
Principal Balance” means, on any date of determination, an amount equal to (a) the Class B Note Initial Principal Balance,
minus (b) the aggregate amount of principal payments made to the Class B Noteholders on or prior to such date.


 


“Class B Noteholder”
means the Person in whose name a Class B Note is registered in the Note Register.


 


“Class B Notes”
means any one of the Notes executed by the Issuer and authenticated by or on behalf of the Indenture Trustee, substantially in
the form of Exhibit A-2.


 


“Class B Required
Amount” means, for any Payment Date, an amount equal to the excess of the amount described in Section 4.4(a)(iv)
over Available Finance Charge Collections applied to pay such amount pursuant to Section 4.4(a).


 


“Class C Additional
Interest” is defined in Section 4.1(c).


 


“Class C Deficiency
Amount” is defined in Section 4.1(c).


 


“Class C Monthly
Interest” is defined in Section 4.1(c).


 


“Class C Note
Initial Principal Balance” means $57,534,247.


 


“Class C Note
Interest Rate” means a per annum rate of 2.30%.


 


“Class C Note
Principal Balance” means, on any date of determination, an amount equal to (a) the Class C Note Initial Principal Balance,
minus (b) the aggregate amount of principal payments made to the Class C Noteholders on or prior to such date.


 


“Class C Note
Transfer” is defined in Section 2.2(b).


 


“Class C Noteholder”
means the Person in whose name a Class C Note is registered in the Note Register.


 


“Class C Notes”
means any one of the Notes executed by the Issuer and authenticated by or on behalf of the Indenture Trustee, substantially in
the form of Exhibit A-3.


 


“Class C Required
Amount” means, for any Payment Date, an amount equal to the excess of the amount described in Section 4.4(a)(v)
over Available Finance Charge Collections applied to pay such amount pursuant to Section 4.4(a).


 


“Class D Additional
Interest” is defined in Section 4.1(d).


 


“Class D Deficiency
Amount” is defined in Section 4.1(d).


 




    	 	5	 



     


    

 


“Class D Monthly
Interest” is defined in Section 4.1(d).


 


“Class D Note
Initial Principal Balance” means $86,301,370.


 


“Class D Note
Interest Rate” means a per annum rate of 2.95%.


 


“Class D Note
Principal Balance” means, on any date of determination, an amount equal to (a) the Class D Note Initial Principal Balance,
minus (b) the aggregate amount of principal payments made to the Class D Noteholders on or prior to such date.


 


“Class D Note
Transfer” is defined in Section 2.2(b).


 


“Class D Noteholder”
means the Person in whose name a Class D Note is registered in the Note Register.


 


“Class D Notes”
means any one of the Notes executed by the Issuer and authenticated by or on behalf of the Indenture Trustee, substantially in
the form of Exhibit A-4.


 


“Class D Required
Amount” means with respect to any Payment Date, an amount equal to the excess of the amount described in Section 4.4(a)(vi)
over Available Finance Charge Collections applied to pay such amount pursuant to Section 4.4(a).


 


“Closing Date”
means September 22, 2016.


 


“Collateral
Amount” means, as of any date of determination, an amount equal to the excess of (a) the Initial Collateral Amount, over
(b) the sum of (i) the amount of principal previously paid to the Series 2016-3 Noteholders (other than any principal payments
made from funds on deposit in the Spread Account), (ii) reductions in the Collateral Amount pursuant to Section 4.4(f),
(iii) the Principal Accumulation Account Balance and (iv) the excess, if any, of the aggregate amount of Investor Charge-Offs and
Reallocated Principal Collections over the reimbursements of such amounts pursuant to Section 4.4(a)(viii) prior
to such date.


 


“Controlled
Accumulation Amount” means, for any Payment Date with respect to the Controlled Accumulation Period, $303,652,968; provided,
however, that if the Controlled Accumulation Period Length is determined to be more than or less than three months pursuant
to Section 4.13, the Controlled Accumulation Amount for each Payment Date with respect to the Controlled Accumulation Period
will be equal to (i) the initial Note Principal Balance divided by (ii) the Controlled Accumulation Period Length; provided,
further, that the Controlled Accumulation Amount for any Payment Date shall not exceed the Note Principal Balance minus
any amount already on deposit in the Principal Accumulation Account on such Payment Date.


 


“Controlled
Accumulation Period” means, unless an Early Amortization Event shall have occurred prior thereto, the period commencing
on the first day of the third Monthly Period preceding the Expected Principal Payment Date or such other date as is determined
in accordance with Section 4.13 and ending on the first to occur of (a) the commencement of the Early Amortization Period
and (b) the Final Payment Date.


 


“Controlled
Accumulation Period Length” is defined in Section 4.13.


 




    	 	6	 



     


    

 


“Controlled
Deposit Amount” means, for any Payment Date with respect to the Controlled Accumulation Period, an amount equal to the
sum of the Controlled Accumulation Amount for such Payment Date and any existing Accumulation Shortfall.


 


“Covered Amount”
means an amount, determined as of each Transfer Date for any Interest Period, equal to the sum of:


 


(a)          product
of (i) the Class A Monthly Interest and (ii) a fraction (A) the numerator of which is equal to the lesser of the Principal Accumulation
Account Balance and the Class A Note Principal Balance, each as of the last day of the calendar month preceding such Transfer Date,
and (B) the denominator of which is equal to the Class A Note Principal Balance as of the last day of the calendar month preceding
such Transfer Date;


 


(b)          product
of (i) the Class B Monthly Interest and (ii) a fraction (A) the numerator of which is equal to the lesser of (x) the excess of
the Principal Accumulation Account Balance over the Class A Note Principal Balance as of the last day of the calendar month preceding
such Transfer Date and (y) the Class B Note Principal Balance as of the last day of the calendar month preceding such Transfer
Date, and (B) the denominator of which is equal to the Class B Note Principal Balance as of the last day of the calendar month
preceding such Transfer Date; and


 


(c)          product
of (i) the Class C Monthly Interest and (ii) a fraction (A) the numerator of which is equal to the lesser of (x) the excess of
the Principal Accumulation Account Balance over the Class A Note Principal Balance and the Class B Note Principal Balance as of
the last day of the calendar month preceding such Transfer Date and (y) the Class C Note Principal Balance as of the last day of
the calendar month preceding such Transfer Date, and (B) the denominator of which is equal to the Class C Note Principal Balance
as of the last day of the calendar month preceding such Transfer Date; and


 


(d)          product
of (i) the Class D Monthly Interest and (ii) a fraction (A) the numerator of which is equal to the lesser of (x) the excess of
the Principal Accumulation Account Balance over the sum of the Class A Note Principal Balance, the Class B Note Principal Balance
and the Class C Note Principal Balance, each as of the last day of the calendar month preceding such Transfer Date and (y) the
Class D Note Principal Balance as of the last day of the calendar month preceding such Transfer Date, and (B) the denominator
of which is equal to the Class D Note Principal Balance as of the last day of the calendar month preceding such Transfer Date.


 


“Default Amount”
means, as to any Defaulted Account, the amount of Principal Receivables (other than Ineligible Receivables (as such term is defined
in the Transfer Agreement), unless there is an Insolvency Event with respect to the Originator or the Transferor) in such Defaulted
Account on the day it became a Defaulted Account.


 


“Defaulted
Account” means an Account in which there are Charged-Off Receivables.


 


“Dilution”
means any downward adjustment made by Servicer in the amount of any Transferred Receivable (a) because of a rebate, refund or billing
error to an accountholder, (b) because such Transferred Receivable was created in respect of merchandise which was refused or returned
by an accountholder or (c) for any other reason other than receiving Collections therefor or charging off such amount as uncollectible.


 




    	 	7	 



     


    

 


“Distribution
Account” means the account designated as such, established and owned by the Issuer and maintained in accordance with
Section 4.2.


 


“Early Amortization
Period” means the period commencing on the date on which a Trust Early Amortization Event or a Series 2016-3 Early Amortization
Event is deemed to occur and ending on the Final Payment Date.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended.


 


“Excess Collateral
Amount” means, at any time, the excess of (a) the sum of (i) the Collateral Amount and (ii) the Principal Accumulation
Account Balance, over (b) the Note Principal Balance.


 


“Excess Spread
Percentage” means, for any Monthly Period, a percentage equal to (a) the Portfolio Yield for such Monthly Period, minus
(b) the Base Rate for such Monthly Period.


 


“Expected
Principal Payment Date” means the September 2019 Payment Date.


 


“Final Payment
Date” means the earliest to occur of (a) the date on which the Note Principal Balance is paid in full, (b) the date on
which the Collateral Amount is reduced to zero and (c) the Series Maturity Date.


 


“Finance Charge
Account” means the account designated as such, established and owned by the Issuer and maintained in accordance with
Section 4.2.


 


“Finance Charge
Shortfall” is defined in Section 4.8.


 


“Group One”
means Series 2016-3 and each other outstanding Series previously or hereafter specified in the related Indenture Supplement to
be included in Group One.


 


“Indenture”
is defined in the preamble.


 


“Indenture
Trustee” is defined in the preamble.


 


“Initial Collateral
Amount” means $958,904,110, which equals the sum of (i) the Class A Note Initial Principal Balance, (ii) the Class B
Note Initial Principal Balance, (iii) the Class C Note Initial Principal Balance, (iv) the Class D Note Initial Principal Balance
and (v) the Initial Excess Collateral Amount.


 


“Initial Excess
Collateral Amount” means $47,945,206.


 


“Interest
Period” means, for any Payment Date, the period from and including the Payment Date immediately preceding such Payment
Date (or, in the case of the initial Payment Date, from and including the Closing Date) to but excluding such Payment Date.


 


“Investment
Earnings” means, for any Payment Date, all interest and earnings on Permitted Investments included in the Spread Account
(net of losses and investment expenses) during the period commencing on and including the Payment Date immediately preceding such
Payment Date and ending on but excluding such Payment Date.


 




    	 	8	 



     


    

 


“Investor
Charge-Offs” is defined in Section 4.6.


 


“Investor
Default Amount” means, for any Monthly Period, the sum for all Accounts that became Defaulted Accounts during such Monthly
Period, of the following amount: the product of (a) the Default Amount with respect to each such Defaulted Account and (b) the
Allocation Percentage on the day such Account became a Defaulted Account.


 


“Investor
Finance Charge Collections” means, for any Monthly Period, an amount equal to the aggregate amount of Finance Charge
Collections allocated to the Series issued pursuant to this Indenture Supplement pursuant to Section 4.3(a) for all Dates of Processing
during such Monthly Period.


 


“Investor
Principal Collections” means, for any Monthly Period, (a) during the Revolving Period, amounts deposited by the holder(s)
of the Transferor Interest to the Collection Account in respect of Reallocated Principal Collections pursuant to Section 4.3(c),
and (b) during the Controlled Accumulation Period or the Early Amortization Period, an amount equal to the lesser of (i) the Required
Principal Deposit Amount for such Monthly Period and (ii) the aggregate amount of Principal Collections allocated to the Series
issued pursuant to this Indenture Supplement pursuant to Section 4.3(b) for all Dates of Processing during such Monthly
Period; provided, that for any Monthly Period in which the Early Amortization Period commences, the amount described in
this clause (ii) shall equal the sum of (x) the lesser of (A) the aggregate amount of Principal Collections allocated to
the Series issued pursuant to this Indenture Supplement pursuant to Section 4.3(b) for all Dates of Processing during any
portion of the Monthly Period preceding the date on which the Early Amortization Period commences and (B) the Required Principal
Deposit Amount during the portion of such Monthly Period preceding the date on which the Early Amortization Period commences,
plus (y) the aggregate amount of Principal Collections allocated to the Series issued pursuant to this Indenture Supplement pursuant
to Section 4.3(b) for all Dates of Processing during any portion of the Monthly Period on and after the commencement of
the Early Amortization Period.


 


“Investor
Uncovered Dilution Amount” means, for any Monthly Period, an amount equal to the product of (a) the Series Allocation
Percentage for such Monthly Period (which with respect to any Monthly Period in which a Reset Date occurs during that Monthly
Period will be the daily average of the Series Allocation Percentages for all dates during such Monthly Period) and (b) the aggregate
Dilutions occurring during such Monthly Period as to which any deposit is required to be made hereunder but has not been made,
provided, that if the Free Equity Amount is greater than zero at the time the deposit referred to in clause (b)
is required to be made, the Investor Uncovered Dilution Amount shall be deemed to be zero.


 


“Issuer”
is defined in the preamble.


 


“Maximum Delinquency
Percentage” means, for purposes of Series 2016-3, 9%.


 


“Minimum Free
Equity Percentage” means, for purposes of Series 2016-3, 5.5%.


 




    	 	9	 



     


    

 


“Monthly Interest”
means, for any Payment Date, the sum of the Class A Monthly Interest, the Class B Monthly Interest, the Class C Monthly Interest
and the Class D Monthly Interest for such Payment Date.


 


“Monthly Period”
means, as to the November 2016 Payment Date, the period beginning on the Closing Date and ending on October 21, 2016, and as to
each Payment Date thereafter, the period beginning on the 22nd day of the second preceding calendar month and ending
on the 21st day of the immediately preceding calendar month.


 


“Monthly Principal”
is defined in Section 4.1(e).


 


“Monthly Principal
Reallocation Amount” means, for any Monthly Period, an amount equal to the sum of:


 


(a)          the
lesser of (i) the Class A Required Amount and (ii) 27.00% of the Initial Collateral Amount minus the sum of (x) the amount
of unreimbursed Investor Charge-Offs (after giving effect to Investor Charge-Offs for the related Monthly Period) and unreimbursed
Reallocated Principal Collections (as of the previous Payment Date) and (y) any reductions to the Collateral Amount pursuant to
Section 4.4(f), but not less than zero;


 


(b)          the
lesser of (i) the Class B Required Amount and (ii) 20.00% of the Initial Collateral Amount minus the sum of (x) the amount
of unreimbursed Investor Charge-Offs (after giving effect to Investor Charge-Offs for the related Monthly Period) and unreimbursed
Reallocated Principal Collections (as of the previous Payment Date and as required in clause (a) above) and (y) any reductions
to the Collateral Amount pursuant to Section 4.4(f), but not less than zero;


 


(c)          the
lesser of (i) the Class C Required Amount and (ii) 14.00% of the Initial Collateral Amount minus the sum of (x) the amount
of unreimbursed Investor Charge-Offs (after giving effect to Investor Charge-Offs for the related Monthly Period) and unreimbursed
Reallocated Principal Collections (as of the previous Payment Date and as required in clauses (a) and (b) above)
and (y) any reductions to the Collateral Amount pursuant to Section 4.4(f), but not less than zero; and


 


(d)          the
lesser of (i) the Class D Required Amount and (ii) 5.00% of the Initial Collateral Amount minus the sum of (x) the
amount of unreimbursed Investor Charge-Offs after giving effect to Investor Charge-Offs for the related Monthly Period) and
unreimbursed Reallocated Principal Collections (as of the previous Payment Date and as required in clauses (a), (b) and (c)
above) and (y) any reduction to the Collateral Amount pursuant to Section 4.4(f), but not less than zero.


 


“Note Principal
Balance” means, on any date of determination, an amount equal to the sum of the Class A Note Principal Balance, the Class
B Note Principal Balance, the Class C Note Principal Balance and the Class D Note Principal Balance.


 


“Noteholder
Servicing Fee” means, for any Transfer Date, an amount equal to one-twelfth of the product of (a) the Series Servicing
Fee Percentage and (b) the Collateral Amount as of the last day of the Monthly Period preceding such Transfer Date; provided,
however, that with respect to the first Transfer Date, the Noteholder Servicing Fee shall be calculated based on the Collateral
Amount as of the Closing Date and shall be pro rated for the number of days in the first Monthly Period.


 




    	 	10	 



     


    

 


“Payment Date”
means November 15, 2016 and the 15th day of each calendar month thereafter, or if such 15th day is not a
Business Day, the next succeeding Business Day.


 


“Portfolio
Yield” means, for any Monthly Period, the annualized percentage (based on a 360-day year of twelve 30-day months, or
in the case of the initial Monthly Period, the actual number of days and a 360-day year) equivalent of a fraction, (a) the numerator
of which is equal to the excess of (i) the Available Finance Charge Collections (excluding any Excess Finance Charge Collections),
over (ii) the Investor Default Amount and the Investor Uncovered Dilution Amount for such Monthly Period and (b) the denominator
of which is the Collateral Amount plus amounts on deposit in the Principal Accumulation Account, each as of the close of business
on the last day of such Monthly Period.


 


“Principal
Account” means the account designated as such, established and owned by the Issuer and maintained in accordance with
Section 4.2.


 


“Principal
Accumulation Account” means the account designated as such, established and owned by the Issuer and maintained in accordance
with Section 4.2.


 


“Principal
Accumulation Account Balance” means, for any date of determination, the principal amount, if any, on deposit in the Principal
Accumulation Account on such date of determination.


 


“Principal
Accumulation Investment Proceeds” means, with respect to each Transfer Date, the investment earnings on funds in the
Principal Accumulation Account (net of investment expenses and losses) for the period from and including the immediately preceding
Transfer Date to but excluding such Transfer Date; provided, that for purposes of all calculations to be made prior to
the related Payment Date and the statement to be delivered pursuant to Section 5.2(a), the Servicer may estimate the amount
of interest, earnings and expenses on the Principal Accumulation Account based on the most recent statement delivered by the related
deposit bank.


 


“Principal
Shortfall” is defined in Section 4.9.


 


“QIB”
means a qualified institutional buyer, within the meaning of Rule 144A under the Securities Act.


 


“Quarterly
Excess Spread Percentage” means (a) with respect to the January 2017 Payment Date, the percentage equivalent of a fraction
the numerator of which is the sum of (i) the Excess Spread Percentage for the Monthly Period relating to the December 2016 Payment
Date and (ii) the Excess Spread Percentage for the Monthly Period relating to the January 2017 Payment Date and the denominator
of which is two and (b) with respect to the February 2017 Payment Date and each Payment Date thereafter, the percentage equivalent
of a fraction the numerator of which is the sum of the Excess Spread Percentages determined with respect to the Monthly Periods
relating to such Payment Date and the immediately preceding two Payment Dates and the denominator of which is three.


 




    	 	11	 



     


    

 


“Rating Agency”
means, as of any date and with respect to any Class of the Series 2016-3 Notes, the nationally recognized statistical rating organizations
that have been requested by the Transferor to provide ratings of such Class and that are rating the Series 2016-3 Notes on such
date.


 


“Rating Agency
Condition” means, with respect to Series 2016-3 and any action, (i) with respect to any Class of the Series 2016-3 Notes
with respect to which S&P is a Rating Agency, if any, that S&P shall have notified the Issuer in writing that such action
will not result in a reduction or withdrawal of the rating, if any, of such Class (ii) with respect to any outstanding Class of
the Series 2016-3 Notes rated by any other Rating Agency, ten (10) days’ prior written notice (or, if ten (10) days’
advance notice is impracticable, as much advance notice as is practicable) is delivered electronically to each applicable Rating
Agency as provided in Section 8.7.


 


“Reallocated
Principal Collections” is defined in Section 4.7.


 


“Reassignment
Amount” means, with respect to Series 2016-3, the Redemption Amount.


 


“Redemption
Amount” means, for any Transfer Date, after giving effect to any deposits and payments otherwise to be made on the related
Payment Date, the sum of (i) the Note Principal Balance on such Payment Date, (ii) Monthly Interest for such Payment Date and any
Monthly Interest previously due but not distributed to the Series 2016-3 Noteholders and (iii) the amount of Additional Interest,
if any, for the related Payment Date and any Additional Interest previously due but not distributed to the Series 2016-3 Noteholders
on a prior Payment Date.


 


“Removal Date”
means a “Removal Date” as such term is defined in the Transfer Agreement.


 


“Required
Deposit Amount” means, with respect to the Series issued pursuant to this Indenture Supplement, for any Monthly Period,
the sum of (a) the Required Finance Charge Deposit Amount on such Date of Processing and (b) the Required Principal Deposit Amount
on such Date of Processing.


 


“Required
Excess Collateral Amount” means, at any time, 5.00% of the Collateral Amount; provided, that:


 


(a)          except
as provided in clause (c), the Required Excess Collateral Amount shall never be less than 3.00% of the Initial Collateral
Amount;


 


(b)          except
as provided in clause (c), the Required Excess Collateral Amount shall not decrease during an Early Amortization Period;
and


 


(c)          the
Required Excess Collateral Amount shall never be greater than the excess of the Note Principal Balance over the balance on deposit
in the Principal Accumulation Account.


 




    	 	12	 



     


    

 


“Required
Finance Charge Deposit Amount” means, with respect to the Series issued pursuant to this Indenture Supplement, for any
Monthly Period, the sum of (a) the fees payable to the Indenture Trustee, the Trustee and the Administrator on the related Payment
Date, (b) the Monthly Interest on the related Payment Date, (c) the Noteholder Servicing Fee, (d) if on such Date of Processing
the Free Equity Amount is less than the Minimum Free Equity Amount after giving effect to all transfers and deposits on that Date
of Processing, the Investor Default Amount and (e) any amount required to be deposited in the Reserve Account and the Spread Account
on the related Payment Date. To the extent any data needed to calculate the Required Finance Charge Deposit Amount is not available
on any Date of Processing, the Issuer shall use the corresponding data as most recently determined or other reasonable estimate
of such data until the required data is available (which shall be no later than the Transfer Date in the following Monthly Period).
Without limiting the foregoing, for purposes of determining the Investor Default Amount on any Date of Processing, the Investor
Default Amount shall be estimated based on the assumption that the Investor Default Amount for the current Monthly Period will
equal the Investor Default Amount for the prior Monthly Period multiplied by 1.25.


 


“Required
Principal Deposit Amount” means, with respect to the Series issued pursuant to this Indenture Supplement, for any Monthly
Period, an amount equal to (a) during the Revolving Period, zero, (b) during the Controlled Accumulation Period, the Controlled
Deposit Amount for the related Payment Date, and (c) during the Early Amortization Period, the Note Principal Balance, minus any
amount already on deposit in the Principal Accumulation Account.


 


“Required
Reserve Account Amount” means, for any Transfer Date on or after the Reserve Account Funding Date, an amount equal to
(a) 0.50% of the Note Principal Balance or (b) any other amount designated by the Issuer; provided, however, that
if such designation is of a lesser amount, the Issuer shall (i) provide the Indenture Trustee with evidence that the Rating Agency
Condition shall have been satisfied and (ii) deliver to the Indenture Trustee a certificate of an Authorized Officer to the effect
that, based on the facts known to such officer at such time, in the reasonable belief of the Issuer, such designation will not
cause an Early Amortization Event or an event that, after the giving of notice or the lapse of time, would cause an Early Amortization
Event to occur with respect to Series 2016-3; provided, further, however, that at any time during which the
Controlled Accumulation Period Length is equal to one month, the Required Reserve Account Amount shall be equal to $0.00.


 


“Required
Spread Account Amount” means, for the November 2016 Payment Date and the December 2016 Payment Date, zero, and for any
Payment Date thereafter, the product of (i) the Spread Account Percentage in effect on such date and (ii) during (x) the Revolving
Period, the Collateral Amount, and (y) during the Controlled Accumulation Period or the Early Amortization Period, the Collateral
Amount as of the last day of the Revolving Period; provided, that, prior to the occurrence of an Event of Default and acceleration
of the Series 2016-3 Notes, the Required Spread Account Amount will never exceed the Class D Note Principal Balance (after taking
into account any payments to be made on such Payment Date).


 


“Reserve Account”
means the account designated as such, established and owned by the Issuer and maintained in accordance with Section 4.2.


 




    	 	13	 



     


    

 


“Reserve Account
Funding Date” means the Payment Date selected by the Servicer on behalf of the Issuer which occurs not later than the
earliest of the Payment Date with respect to the Monthly Period which commences three months prior to the commencement of the Controlled
Accumulation Period (which commencement shall be subject to postponement pursuant to Section 4.13); provided, however,
that if the Rating Agency Condition is satisfied, the Issuer may postpone the Reserve Account Funding Date.


 


“Reserve Account
Surplus” means, as of any Transfer Date following the Reserve Account Funding Date, the amount, if any, by which the
amount on deposit in the Reserve Account exceeds the Required Reserve Account Amount, after giving effect to all deposits to and
withdrawals from the Reserve Account to occur on or prior to the related Payment Date.


 


“Reserve Draw
Amount” means, with respect to each Transfer Date relating to the Controlled Accumulation Period or the first Transfer
Date relating to the Early Amortization Period, the amount, if any, by which the Principal Accumulation Investment Proceeds for
such Payment Date are less than the Covered Amount determined as of such Transfer Date.


 


“Reset Date”
means:


 


(a)          each
Addition Date;


 


(b)          each
Removal Date on which, if any Series of Notes has been paid in full, Principal Receivables for that Series are removed from the
Trust;


 


(c)          each
date on which there is an increase in the outstanding balance of any Variable Interest; and


 


(d)          each
date on which a new Series or Class of Notes is issued.


 


“Revolving
Period” means the period beginning on the Closing Date and ending at the close of business on the day immediately preceding
the earlier of the day the Controlled Accumulation Period commences or the day the Early Amortization Period commences.


 


“Series Accounts”
means, collectively, the Finance Charge Account, the Principal Account, the Principal Accumulation Account, the Distribution Account,
the Reserve Account and the Spread Account.


 


“Series Allocation
Percentage” means, with respect to any Monthly Period, the percentage equivalent of a fraction, the numerator of which
is the numerator used in determining the Allocation Percentage for Finance Charge Collections for that Monthly Period and the
denominator of which is the sum of the numerators used in determining the Allocation Percentage for Finance Charge Collections
for all outstanding Series on such date of determination; provided, that if one or more Reset Dates occur in a Monthly
Period, the Series Allocation Percentage for the portion of the Monthly Period falling on and after each such Reset Date and prior
to any subsequent Reset Date will be determined using a denominator which is equal to the sum of the numerators used in determining
the Allocation Percentage for Finance Charge Collections for all outstanding Series as of the close of business on the subject
Reset Date.


 




    	 	14	 



     


    

 


“Series Maturity
Date” means, with respect to Series 2016-3, the September 2022 Payment Date.


 


“Series Servicing
Fee Percentage” means 2% per annum.


 


“Series 2016-3”
means the Series of Notes the terms of which are specified in this Indenture Supplement.


 


“Series 2016-3
Early Amortization Event” is defined in Section 6.1.


 


“Series 2016-3
Excess Finance Charge Collections” means Excess Finance Charge Collections allocated from other Series in Group One to
Series 2016-3 pursuant to Section 8.6 of the Indenture.


 


“Series 2016-3
Note” means a Class A Note, a Class B Note, a Class C Note or a Class D Note.


 


“Series 2016-3
Noteholder” means a Class A Noteholder, a Class B Noteholder, a Class C Noteholder or a Class D Noteholder.


 


“Similar Law”
means any applicable law that is substantially similar to the fiduciary responsibility provisions of ERISA or Section 4975 of the
Code.


 


“Spread Account”
means the account designated as such, established and owned by the Issuer and maintained in accordance with Section 4.2.


 


“Spread Account
Deficiency” means the excess, if any, of the Required Spread Account Amount over the Available Spread Account Amount.


 


“Spread Account
Percentage” means, (i) 0% if the Quarterly Excess Spread Percentage on such Payment Date is greater than or equal to
5.00%, (ii) 2.00% if the Quarterly Excess Spread Percentage on such Payment Date is less than 5.00% and greater than or equal to
4.50%, (iii) 2.50% if the Quarterly Excess Spread Percentage on such Payment Date is less than 4.50% and greater than or equal
to 4.00%, (iv) 3.50% if the Quarterly Excess Spread Percentage on such Payment Date is less than 4.00% and greater than or equal
to 3.50%, (v) 4.50% if the Quarterly Excess Spread Percentage on such Payment Date is less than 3.50% and greater than or equal
to 3.00%, (vi) 5.50% if the Quarterly Excess Spread Percentage on such Payment Date is less than 3.00% and greater than or equal
to 2.50%, (vii) 6.50% if the Quarterly Excess Spread Percentage on such Payment Date is less than 2.50% and greater than or equal
to 1.50%, (viii) 7.50% if the Quarterly Excess Spread Percentage on such Payment Date is less than 1.50% and greater than or equal
to 0.50% and (ix) 8.50% if the Quarterly Excess Spread Percentage on such Payment Date is less than 0.50%.


 


“Surplus Collateral
Amount” means, with respect to any Payment Date, the excess, if any, of the Excess Collateral Amount over the Required
Excess Collateral Amount, in each case calculated after giving effect to any deposits into the Principal Accumulation Account and
payments of principal on such Payment Date, but before giving effect to any reduction in the Collateral Amount on such Payment
Date pursuant to Section 4.4(f).


 




    	 	15	 



     


    

 


“Trust”
is defined in the preamble.


 


SECTION 1.2. Incorporation
of Terms. The terms of the Indenture are incorporated in this Supplement as if set forth in full herein. As supplemented by
this Supplement, the Indenture is in all respects ratified and confirmed and both together shall be read, taken and construed as
one and the same agreement. If the terms of this Supplement and the terms of the Indenture conflict, the terms of this Supplement
shall control with respect to the Series 2016-3.


 


ARTICLE
II

Creation of the Series 2016-3 Notes


 


SECTION 2.1. Designation.


 


(a)          There
is hereby created and designated a Series of Notes to be issued pursuant to the Indenture and this Indenture Supplement to be known
as “Synchrony Credit Card Master Note Trust, Series 2016-3” or the “Series 2016-3 Notes.”
The Series 2016-3 Notes shall be issued in four Classes, known as the “Class A Series 2016-3 Fixed Rate Asset Backed Notes”,
the “Class B Series 2016-3 Fixed Rate Asset Backed Notes”, the “Class C Series 2016-3 Fixed Rate Asset
Backed Notes” and the “Class D Series 2016-3 Fixed Rate Asset Backed Notes.”


 


(b)          Series
2016-3 shall be included in Group One and shall be a Principal Sharing Series. Series 2016-3 shall be an Excess Allocation Series
with respect to Group One only. Series 2016-3 shall not be subordinated to any other Series.


 


(c)          The
Series 2016-3 Class A Notes shall be issued in minimum denominations of $100,000 and in integral multiples of $1,000 and the Class
B Notes, the Class C Notes and the Class D Notes shall be issued in minimum denominations of $100,000 and in integral multiples
of $1.


 


SECTION 2.2. Transfer
Restrictions Applicable to the Class C Notes and the Class D Notes.


 


(a)          The
Class C Notes and the Class D Notes have not been registered under the Securities Act or any state securities law. None of the
Issuer, the Note Registrar or the Indenture Trustee is obligated to register the Class C Notes or the Class D Notes under the Securities
Act or any other securities or “blue sky” laws or to take any other action not otherwise required under this Indenture
Supplement or the Trust Agreement to permit the transfer of any Class C Note or Class D Note without registration.


 


(b)          Until
such time as any such Class of Notes has been registered under the Securities Act and any applicable state securities law, the
Class C Notes and the Class D Notes may not be sold, transferred, assigned, participated, pledged or otherwise disposed of (any
such act, a “Class C Note Transfer” or “Class D Note Transfer,” as applicable) to any Person
except in accordance with the provisions of this Section 2.2, and any attempted Class C Note Transfer or Class D Note Transfer
in violation of this Section 2.2 will be null and void.


 




    	 	16	 



     


    

 


(c)          Each
Class C Note and Class D Note will bear a legend to the effect of the following unless determined otherwise by the Administrator
(as certified to the Indenture Trustee in an Officer’s Certificate) consistent with applicable law:


 


THIS NOTE
HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF
OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER OF THIS NOTE:


 


		(1)	AGREES FOR THE BENEFIT OF THE ISSUER AND THE TRANSFEROR
THAT THIS NOTE MAY BE SOLD, TRANSFERRED, ASSIGNED, PARTICIPATED, PLEDGED OR OTHERWISE DISPOSED OF ONLY IN COMPLIANCE WITH THE
SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (I) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE l44A (A “QIB”),
PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (II) TO THE DEPOSITOR OR ITS AFFILIATES, IN EACH CASE IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES; AND



 


		(2)	AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS
NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.



 


(d)          By
acceptance of any Class C Note or Class D Note, the Class C Noteholder or the Class D Noteholder specifically agrees with and represents
to the Transferor, the Issuer and the Note Registrar, that no Class C Note Transfer or Class D Note Transfer will be made unless
(i) the registration requirements of the Securities Act and any applicable state securities laws have been complied with, (ii)
such Class C Note Transfer or Class D Note Transfer is to the Transferor or its Affiliates or (iii) such Class C Note Transfer
or Class D Note Transfer is exempt from the registration requirements under the Securities Act because such Class C Note Transfer
or Class D Note Transfer is in compliance with Rule 144A under the Securities Act, to a transferee who the transferor reasonably
believes is a QIB that is purchasing for its own account or for the account of a QIB and to whom notice is given that such Class
C Note Transfer or Class D Note Transfer, as applicable, is being made in reliance upon Rule 144A under the Securities Act.


 


(e)          The
Issuer will make available to the prospective transferor and transferee of a Class C Note or Class D Note information requested
to satisfy the requirements of paragraph (d)(4) of Rule 144A.


 




    	 	17	 



     


    

 


(f)          Each
Class A Note, Class B Note, Class C Note and Class D Note will bear a legend to the effect of the following unless determined otherwise
by the Administrator (as certified to the Indenture Trustee in an Officer’s Certificate) consistent with applicable law:


 


THE HOLDER
OF THIS NOTE BY ITS ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN, SHALL BE DEEMED TO REPRESENT AND
WARRANT THAT EITHER (I) SUCH HOLDER IS NOT (AND FOR SO LONG AS IT HOLDS SUCH NOTE WILL NOT BE), IS NOT ACTING ON BEHALF OF (AND
FOR SO LONG AS IT HOLDS SUCH NOTE WILL NOT BE ACTING ON BEHALF OF), AND IS NOT INVESTING THE ASSETS OF (A) AN “EMPLOYEE BENEFIT
PLAN” (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”))
THAT IS SUBJECT TO TITLE I OF ERISA, (B) A “PLAN” (AS DEFINED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE “CODE”)) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (C) AN ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED
TO BE PLAN ASSETS OF A PLAN DESCRIBED IN (A) OR (B) ABOVE (EACH, A “BENEFIT PLAN”) OR (D) A GOVERNMENTAL PLAN, CHURCH
PLAN OR NON-U.S. PLAN THAT IS SUBJECT TO ANY APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS
OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (II) ITS ACQUISITION, CONTINUED HOLDING AND DISPOSITION OF
THIS NOTE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY
SIMILAR LAW. BENEFIT PLANS MAY NOT ACQUIRE THIS NOTE AT ANY TIME THAT THIS NOTE DOES NOT HAVE A CURRENT INVESTMENT GRADE RATING
FROM A NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION.


 


(g)          Any
Notes that were beneficially owned by the Issuer or the single beneficial owner of the Issuer for U.S. federal income tax purposes
as of the Closing Date, may not be transferred for U.S. federal income tax purposes to another Person (other than the single beneficial
owner of the Issuer for U.S. federal income tax purposes) unless the Administrator shall cause an opinion of nationally recognized
tax counsel to be delivered to the Administrator and Indenture Trustee to the effect that such Notes will be treated as debt for
U.S. federal income tax purposes. In addition, if for tax or other reasons it may be necessary to track such Notes (e.g., if the
Notes have original issue discount), tracking conditions such as requiring that such Notes be in definitive registered form may
be required by the Administrator as a condition to such transfer.


 




    	 	18	 



     


    

 


ARTICLE
III

REPRESENTATIONS, WARRANTIES and Covenants


 


SECTION 3.1. Representations,
Warranties and Covenants with respect to Receivables. The parties hereto agree that the representations, warranties and covenants
set forth in Schedule I shall be a part of this Indenture Supplement for all purposes.


 


SECTION 3.2. Representations,
Warranties and Covenants with respect to ERISA. By acquiring a Series 2016-3 Note (or interest therein), each purchaser and
subsequent transferee shall be deemed to represent and warrant that either (i) it is not (and for so long as it holds such Series
2016-3 Note will not be), is not acting on behalf of (and for so long as it holds such Series 2016-3 Note will not be acting on
behalf of), and is not investing the assets of a Benefit Plan or a governmental plan, church plan or non-U.S. plan that is subject
to any Similar Law or (ii) its acquisition, continued holding and disposition of such Series 2016-3 Note will not result in a non-exempt
prohibited transaction under ERISA or Section 4975 of the Code or a violation of any Similar Law. Benefit Plans may not acquire
the Series 2016-3 Notes at any time that the Series 2016-3 Notes do not have a current investment grade rating from a nationally
recognized statistical rating organization.


 


ARTICLE
IV

Rights of Series 2016-3 Noteholders and Allocation and Application of Collections


 


SECTION 4.1. Determination
of Interest and Principal.


 


(a)          The
amount of monthly interest (“Class A Monthly Interest”) due and payable with respect to the Class A Notes on
any Payment Date shall be an amount equal to the product of (i) a fraction, the numerator of which is 30 (but in the case of the
initial Interest Period, 53) and the denominator of which is 360, (ii) the Class A Note Interest Rate in effect with respect to
the related Interest Period and (iii) the Class A Note Principal Balance as of the close of business on the last day of the preceding
Monthly Period (or, with respect to the initial Payment Date, the Class A Note Initial Principal Balance).


 


With respect to each
Payment Date, the Issuer shall determine the excess, if any (the “Class A Deficiency Amount”), of (x) the aggregate
amount of Class A Monthly Interest payable pursuant to this Section 4.1(a) as of the prior Payment Date over (y)
the amount of Class A Monthly Interest actually paid on such Payment Date. If the Class A Deficiency Amount for any Payment Date
is greater than zero, on each subsequent Payment Date until such Class A Deficiency Amount is fully paid, an additional amount
(“Class A Additional Interest”) equal to the product of (i) a fraction, the numerator of which is 30 and the
denominator of which is 360, (ii) the Class A Note Interest Rate in effect with respect to the related Interest Period plus
2% per annum and (iii) such Class A Deficiency Amount (or the portion thereof which has not been paid to the Class A Noteholders)
shall be payable as provided herein with respect to the Class A Notes. Notwithstanding anything to the contrary herein, Class A
Additional Interest shall be payable or distributed to the Class A Noteholders only to the extent permitted by applicable law.


 




    	 	19	 



     


    

 


(b)          The
amount of monthly interest (“Class B Monthly Interest”) due and payable with respect to the Class B Notes on
any Payment Date shall be an amount equal to the product of (i) a fraction, the numerator of which is 30 (but in the case of the
initial Interest Period, 53) and the denominator of which is 360, (ii) the Class B Note Interest Rate in effect with respect to
the related Interest Period and (iii) the Class B Note Principal Balance as of the close of business on the last day of the preceding
Monthly Period (or, with respect to the initial Payment Date, the Class B Note Initial Principal Balance).


 


With respect to each
Payment Date, the Issuer shall determine the excess, if any (the “Class B Deficiency Amount”), of (x) the aggregate
amount of Class B Monthly Interest payable pursuant to this Section 4.1(b) as of the prior Payment Date over (y)
the amount of Class B Monthly Interest actually paid on such Payment Date. If the Class B Deficiency Amount for any Payment Date
is greater than zero, on each subsequent Payment Date until such Class B Deficiency Amount is fully paid, an additional amount
(“Class B Additional Interest”) equal to the product of (i) a fraction, the numerator of which is 30 and the
denominator of which is 360, (ii) the Class B Note Interest Rate in effect with respect to the related Interest Period plus
2% per annum and (iii) such Class B Deficiency Amount (or the portion thereof which has not been paid to the Class B Noteholders)
shall be payable as provided herein with respect to the Class B Notes. Notwithstanding anything to the contrary herein, Class B
Additional Interest shall be payable or distributed to the Class B Noteholders only to the extent permitted by applicable law.


 


(c)          The
amount of monthly interest (“Class C Monthly Interest”) due and payable with respect to the Class C Notes on
any Payment Date shall be an amount equal to the product of (i) a fraction, the numerator of which is 30 (but in the case of the
initial Interest Period, 53) and the denominator of which is 360, (ii) the Class C Note Interest Rate in effect with respect to
the related Interest Period and (iii) the Class C Note Principal Balance as of the close of business on the last day of the preceding
Monthly Period (or, with respect to the initial Payment Date, the Class C Note Initial Principal Balance).


 


With respect to each
Payment Date, the Issuer shall determine the excess, if any (the “Class C Deficiency Amount”), of (x) the aggregate
amount of Class C Monthly Interest payable pursuant to this Section 4.1(c) as of the prior Payment Date over (y)
the amount of Class C Monthly Interest actually paid on such Payment Date. If the Class C Deficiency Amount for any Payment Date
is greater than zero, on each subsequent Payment Date until such Class C Deficiency Amount is fully paid, an additional amount
(“Class C Additional Interest”) equal to the product of (i) a fraction, the numerator of which is 30 and the
denominator of which is 360, (ii) the Class C Note Interest Rate in effect with respect to the related Interest Period plus
2% per annum and (iii) such Class C Deficiency Amount (or the portion thereof which has not been paid to the Class C Noteholders)
shall be payable as provided herein with respect to the Class C Notes. Notwithstanding anything to the contrary herein, Class C
Additional Interest shall be payable or distributed to the Class C Noteholders only to the extent permitted by applicable law.


 


(d)          The
amount of monthly interest (“Class D Monthly Interest”) due and payable with respect to the Class D Notes on
any Payment Date shall be an amount equal to the product of (i) a fraction, the numerator of which is 30 (but in the case of the
initial Interest Period, 53) and the denominator of which is 360, (ii) the Class D Note Interest Rate in effect with respect to
the related Interest Period and (iii) the Class D Note Principal Balance as of the close of business on the last day of the preceding
Monthly Period (or, with respect to the initial Payment Date, the Class D Note Initial Principal Balance).


 




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With respect to each
Payment Date, the Issuer shall determine the excess, if any (the “Class D Deficiency Amount”), of (x) the
aggregate amount of Class D Monthly Interest payable pursuant to this Section 4.1(d) as of the prior Payment Date
over (y) the amount of Class D Monthly Interest actually paid on such Payment Date. If the Class D Deficiency Amount
for any Payment Date is greater than zero, on each subsequent Payment Date until such Class D Deficiency Amount is fully paid,
an additional amount (“Class D Additional Interest”) equal to the product of (i) a fraction, the numerator
of which is 30 and the denominator of which is 360, (ii) the Class D Note Interest Rate in effect with respect to the related
Interest Period plus 2% per annum and (iii) such Class D Deficiency Amount (or the portion thereof which has not been paid
to the Class D Noteholders) shall be payable as provided herein with respect to the Class D Notes. Notwithstanding anything to
the contrary herein, Class D Additional Interest shall be payable or distributed to the Class D Noteholders only to the extent
permitted by applicable law.


 


(e)          The
amount of monthly principal to be transferred from the Principal Account with respect to the Notes on each Payment Date (the “Monthly
Principal”), beginning with the Payment Date in the Monthly Period following the Monthly Period in which the Controlled
Accumulation Period or, if earlier, the Early Amortization Period, begins, shall be equal to the least of (i) the Available Principal
Collections on deposit in the Principal Account with respect to the related Monthly Period, (ii) for each Payment Date with respect
to the Controlled Accumulation Period, the Controlled Deposit Amount for such Payment Date, (iii) the Collateral Amount (after
taking into account any adjustments to be made on such Payment Date pursuant to Sections 4.6 and 4.7) prior to any
deposit into the Principal Accumulation Account on such Payment Date and (iv) the Note Principal Balance, minus any amount already
on deposit in the Principal Accumulation Account on such Payment Date.


 


SECTION 4.2. Establishment
of Accounts.


 


(a)          As
of the Closing Date, the Issuer covenants to have established and shall thereafter maintain the Finance Charge Account, the Principal
Account, the Principal Accumulation Account, the Distribution Account, the Reserve Account and the Spread Account, each of which
shall be an Eligible Deposit Account.


 


(b)          If
the depositary institution wishes to resign as depositary of any of the Series Accounts for any reason or fails to carry out the
instructions of the Issuer for any reason, then the Issuer shall promptly notify the Indenture Trustee on behalf of the Noteholders.


 


(c)          On
or before the Closing Date, the Issuer shall enter into a depositary agreement to govern the Series Accounts pursuant to which
such accounts are continuously identified in the depositary institution’s books and records as subject to a security interest
in favor of the Indenture Trustee on behalf of the Noteholders and, except as may be expressly provided herein to the contrary,
in order to perfect the security interest of the Indenture Trustee on behalf of the Noteholders under the UCC, the Indenture Trustee
on behalf of the Noteholders shall have the power to direct disposition of the funds in the Series Accounts without further consent
by the Issuer; provided, however, that prior to the delivery by the Indenture Trustee on behalf of the Noteholders
of notice otherwise, the Issuer shall have the right to direct the disposition of funds in the Series Accounts; provided,
further, that the Indenture Trustee on behalf of the Noteholders agrees that it will not deliver such notice or exercise
its power to direct disposition of the funds in the Series Accounts unless an Event of Default has occurred and is continuing.


 




    	 	21	 



     


    

 


(d)          The
Issuer shall not close any of the Series Accounts unless it shall have (i) received the prior consent of the Indenture Trustee
on behalf of the Noteholders, (ii) established a new Eligible Deposit Account with the depositary institution or with a new depositary
institution satisfactory to the Indenture Trustee on behalf of the Noteholders, (iii) entered into a depositary agreement to govern
such new account(s) with such new depositary institution which agreement is satisfactory in all respects to the Indenture Trustee
on behalf of the Noteholders (whereupon such new account(s) shall become the applicable Series Account(s) for all purposes of this
Indenture Supplement) and (iv) taken all such action as the Indenture Trustee on behalf of the Noteholders shall reasonably require
to grant and perfect a first priority security interest in such account(s) under this Indenture Supplement.


 


SECTION 4.3. Calculations
and Series Allocations.


 


(a)          Allocations
of Finance Charge Collections. On each Date of Processing, the Issuer shall allocate to the Noteholders of the Series issued
pursuant to this Indenture Supplement an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance
Charge Collections processed on such Date of Processing. On or prior to 12:00 noon, New York City time, on each Transfer Date,
the Issuer shall transfer from the Collection Account to the Finance Charge Account, an amount equal to the lesser of the Investor
Finance Charge Collections for the preceding Monthly Period and the Required Finance Charge Deposit Amount for the preceding Monthly
Period.


 


(b)          Allocations
of Principal Collections. On each Date of Processing, the Issuer shall allocate to the Noteholders of the Series issued pursuant
to this Indenture Supplement an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate amount of Principal
Collections processed on such Date of Processing. Principal Collections allocated to the Series issued pursuant to this Indenture
Supplement in excess of the Investor Principal Collections shall be treated as Shared Principal Collections. On or prior to 12:00
noon, New York City time, on each Transfer Date, the Issuer shall transfer from the Collection Account to the Principal Account,
an amount equal to the Available Principal Collections to the extent such funds have not been deposited into the Principal Account
pursuant to Section 4.4(a) or any other provision of this Agreement.


 




    	 	22	 



     


    

 


(c)          Calculations
and Additional Deposits. With respect to each Monthly Period falling in the Revolving Period, to the extent that Principal
Collections allocated to the Noteholders of the Series issued pursuant to this Indenture Supplement pursuant to Section 4.3(b)
are paid to the holders(s) of the Transferor Interest, the Issuer shall cause the holder(s) of the Transferor Interest to make
an amount equal to the Reallocated Principal Collections for the related Transfer Date available on or prior to the related Payment
Date for application in accordance with Section 4.7. Notwithstanding the provisions of Section 8.4(a) of the Indenture
allowing Collections for any Monthly Period in excess of the Aggregate Required Deposit Amount for such Monthly Period to be distributed
to the holder(s) of the Transferor Interest, (1) “Reallocated Principal Collections” for the related Transfer
Date shall be calculated as if the full amount of Finance Charge Collections allocated to the Series issued pursuant to this Indenture
Supplement during that Monthly Period had been deposited in the Collection Account and applied as Available Finance Charge Collections
on the related Payment Date in accordance with Section 4.4(a) and (2) Collections of Finance Charge Receivables allocated
to the Series issued pursuant to this Indenture Supplement during that Monthly Period that were released to the holder(s) of the
Transferor Interest pursuant to Section 8.4(a) of the Indenture shall be deemed, for purposes of all calculations under this Indenture
Supplement, to have been applied as Available Finance Charge Collections to the items specified in Section 4.4(a) to which
such amounts would have been applied (and in the priority in which they would have been applied) had such amounts been available
in the Collection Account on the related Payment Date. To avoid doubt, the calculations referred to in clause (2) of the preceding
sentence include the calculations required by clause (b)(iv) of the definition of Collateral Amount. If on any Transfer
Date the Free Equity Amount is less than the Minimum Free Equity Amount after giving effect to all transfers and deposits to occur
on or prior to the related Payment Date, the Issuer shall cause the holder(s) of the Transferor Interest, on or prior to the related
Payment Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections
that are required to be treated as Available Principal Collections pursuant to Sections 4.4(a)(vii), (viii) and (xi)
but are not available from funds in the Finance Charge Account as a result of the release of Collections to the holder(s) of the
Transferor Interest pursuant to Section 8.4(a) of the Indenture.


 


(d)          Notwithstanding
anything to the contrary contained in the Agreement, (i) funds required to be deposited into the Finance Charge Account or Principal
Account pursuant to this Indenture Supplement that would be subsequently transferred to the Distribution Account may instead be
directly deposited to the Distribution Account, and (ii) any funds required to be deposited into the Finance Charge Account or
Principal Account pursuant to this Indenture Supplement that would be subsequently transferred to the Issuer or the holder(s) of
the Transferor Interest shall not be required to be transferred to any Series Account and may be directly paid to the Issuer or
the holder(s) of the Transferor Interest pursuant to the priority of payments set forth in this Indenture Supplement.


 


(e)          Allocations
of Interchange. Notwithstanding anything to the contrary in Section 4.3(a) or the Indenture, Interchange for each Monthly Period
shall be allocated to the Noteholders of the Series issued pursuant to this Indenture Supplement based on the daily average of
the Allocation Percentages for Finance Charge Collections for all dates during such Monthly Period, and shall be deposited into
the Collection Account not later 12:00 noon, New York City time, on the Payment Date following the related Monthly Period.


 


SECTION 4.4. Application
of Available Finance Charge Collections and Available Principal Collections. On or prior to each Transfer Date or related Payment
Date, as applicable, the Issuer shall withdraw, to the extent of available funds, the amount required to be withdrawn from the
Finance Charge Account, the Principal Accumulation Account, the Principal Account and the Distribution Account as follows:


 




    	 	23	 



     


    

 


(a)          On
or prior to each Payment Date, an amount equal to the Available Finance Charge Collections with respect to the related Monthly
Period will be paid or deposited in the following priority:


 


(i)          to
pay, on a pari passu basis, the following amounts, to the extent allocated to Series 2016-3 pursuant to Section 8.4(d) of
the Indenture: (A) the payment to the Indenture Trustee of the accrued and unpaid fees and other amounts owed to the Indenture
Trustee up to a maximum amount of $25,000 for each calendar year, (B) the payment to the Trustee of the accrued and unpaid fees
and other amounts owed to the Trustee up to a maximum amount of $25,000 for each calendar year and (C) the payment to the Administrator
of the accrued and unpaid fees and other amounts owed to the Administrator up to a maximum amount of $25,000 for each calendar
year;


 


(ii)         an
amount equal to the Noteholder Servicing Fee for the related Transfer Date, plus the amount of any Noteholder Servicing
Fee previously due but not paid by the Issuer on a prior Payment Date, shall be paid to the Servicer;


 


(iii)        an
amount equal to Class A Monthly Interest for such Payment Date, plus any Class A Deficiency Amount, plus the amount
of any Class A Additional Interest for such Payment Date, plus the amount of any Class A Additional Interest previously
due but not paid to Class A Noteholders on a prior Payment Date, shall be deposited into the Distribution Account;


 


(iv)        an
amount equal to Class B Monthly Interest for such Payment Date, plus any Class B Deficiency Amount, plus the amount
of any Class B Additional Interest for such Payment Date, plus the amount of any Class B Additional Interest previously
due but not paid to Class B Noteholders on a prior Payment Date, shall be deposited into the Distribution Account;


 


(v)         an
amount equal to Class C Monthly Interest for such Payment Date, plus any Class C Deficiency Amount, plus the amount
of any Class C Additional Interest for such Payment Date, plus the amount of any Class C Additional Interest previously
due but not paid to Class C Noteholders on a prior Payment Date, shall be deposited into the Distribution Account;


 


(vi)        an
amount equal to Class D Monthly Interest for such Payment Date, plus any Class D Deficiency Amount, plus the amount
of any Class D Additional Interest for such Payment Date, plus the amount of any Class D Additional Interest previously
due but not paid to Class D Noteholders on a prior Payment Date shall be deposited into the Distribution Account;


 


(vii)       (A)
first, an amount equal to the Investor Default Amount for such Payment Date shall be treated as a portion of Available Principal
Collections for such Payment Date and (B) second, an amount equal to any Investor Uncovered Dilution Amount for such Payment
Date shall be treated as a portion of Available Principal Collections for such Payment Date, and any amounts treated as Available
Principal Collections pursuant to subclause (A) or (B) of this clause (vii) during the Controlled Accumulation
Period or the Early Amortization Period, shall be deposited into the Principal Account on the related Payment Date;


 




    	 	24	 



     


    

 


(viii)      an
amount equal to the sum of the aggregate amount of Investor Charge-Offs and the amount of Reallocated Principal Collections which
have not been previously reimbursed pursuant to this Section 4.4(a)(viii) shall be treated as a portion of Available Principal
Collections for such Payment Date and, during the Controlled Accumulation Period or Early Amortization Period, shall be deposited
into the Principal Account on the related Payment Date;


 


(ix)         on
each Transfer Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates
as described in Section 4.10(e), an amount up to the excess, if any, of the Required Reserve Account Amount over
the Available Reserve Account Amount shall be deposited into the Reserve Account;


 


(x)          an
amount equal to the amounts required to be deposited in the Spread Account pursuant to Section 4.11(e) shall be deposited
into the Spread Account;


 


(xi)         without
duplication of the amount specified in clause (vii)(B) of this Section 4.4(a), an amount equal to the Series Allocation
Percentage (calculated by excluding all outstanding Series of Notes excluded from this calculation pursuant to the terms of the
Indenture Supplement for such Series) of the excess, if any, of the Minimum Free Equity Amount over the Free Equity Amount, shall
be treated as a portion of Available Principal Collections for such Payment Date and, during the Controlled Accumulation Period
or the Early Amortization Period, deposited into the Principal Account on the related Payment Date;


 


(xii)        [Reserved];


 


(xiii)       unless
an Early Amortization Event shall have occurred and be continuing, on a pari passu basis any amounts owed to such Persons listed
in clause (i) above that have been allocated to Series 2016-3 pursuant to Section 8.4(d) of the Indenture and that
have not been paid pursuant to clause (i) above shall be paid to such Persons; and


 


(xiv)      the
balance, if any, will constitute a portion of Excess Finance Charge Collections for such Payment Date and will be applied in accordance
with Section 8.6 of the Indenture; provided, that during an Early Amortization Period, if any such Excess Finance
Charge Collections would be paid to the Transferor in accordance with Section 8.6 of the Indenture, the portion of such
Excess Finance Charge Collections that would otherwise be payable to the Transferor, first shall be used to pay Monthly
Principal pursuant to Section 4.4(c) to the extent not paid in full from Available Principal Collections (calculated without
regard to amounts available to be treated as Available Principal Collections pursuant to this clause (xiv)), second,
shall be used to pay on a pari passu basis any amounts owed to such Persons listed in clause (i) above that have been allocated
to Series 2016-3 pursuant to Section 8.4(d) of the Indenture and that have not been paid pursuant to clauses (i)
and (xiii) above, and, third, any amounts remaining after payment in full of the Monthly Principal and amounts owed
to such Persons listed in clause (i) above shall be paid to the Issuer.


 




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(b)          On
or prior to each Transfer Date with respect to the Revolving Period, an amount equal to the Available Principal Collections for
the related Monthly Period shall be treated as Shared Principal Collections and allocated in accordance with Section 8.5
of the Indenture.


 


(c)          On
or prior to each Transfer Date or Payment Date, as applicable, with respect to the Controlled Accumulation Period or the Early
Amortization Period, an amount equal to the Available Principal Collections for the related Monthly Period shall be paid or deposited
in the following order of priority:


 


(i)          during
the Controlled Accumulation Period, an amount equal to the Monthly Principal for each Transfer Date shall be deposited into the
Principal Accumulation Account on the related Payment Date;


 


(ii)         during
the Early Amortization Period, an amount equal to the Monthly Principal for each Transfer Date shall be deposited into the Distribution
Account on the related Payment Date and on such Payment Date shall be paid, first to the Class A Noteholders on the related
Payment Date until the Class A Note Principal Balance has been reduced to zero; second to the Class B Noteholders until
the Class B Note Principal Balance has been reduced to zero; third to the Class C Noteholders until the Class C Note Principal
Balance has been reduced to zero; and fourth to the Class D Noteholders until the Class D Note Principal Balance has been
reduced to zero; and


 


(iii)        the
balance of such Available Principal Collections remaining after application in accordance with clauses (i) and (ii)
above shall be treated as Shared Principal Collections and applied in accordance with Section 8.5 of the Indenture.


 


(d)          On
each Payment Date, the Issuer shall pay in accordance with Section 4.5 to the Class A Noteholders from the Distribution
Account, the amount deposited into the Distribution Account pursuant to Section 4.4(a)(iii) on such Payment Date, to the
Class B Noteholders from the Distribution Account, the amount deposited into the Distribution Account pursuant to Section 4.4(a)(iv)
on such Payment Date, to the Class C Noteholders from the Distribution Account, the amount deposited into the Distribution Account
pursuant to Section 4.4(a)(v) on such Payment Date and to the Class D Noteholders from the Distribution Account, the amount
deposited into the Distribution Account pursuant to Section 4.4(a)(vi) on such Payment Date.


 


(e)          On
the earlier to occur of (i) the first Payment Date with respect to the Early Amortization Period and (ii) the Expected Principal
Payment Date, the Issuer shall withdraw from the Principal Accumulation Account and deposit into the Distribution Account the amount
deposited into the Principal Accumulation Account pursuant to Section 4.4(c)(i) and on such Payment Date shall pay such
amount first to the Class A Noteholders, until the Class A Note Principal Balance is paid in full; second to the
Class B Noteholders, until the Class B Note Principal Balance is paid in full; third to the Class C Noteholders until the
Class C Principal Balance is paid in full; and fourth to the Class D Noteholders until the Class D Note Principal Balance
is paid in full.


 




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(f)          As
of any Payment Date during the Controlled Accumulation Period or Early Amortization Period on which Principal Collections allocated
to the Series issued pursuant to this Indenture Supplement are treated as Shared Principal Collections, the Collateral Amount shall
be reduced by an amount equal to the lesser of (x) the amount of Principal Collections allocated to the Series issued pursuant
to this Indenture Supplement that are applied as Shared Principal Collections and (y) the Surplus Collateral Amount.


 


SECTION 4.5. Distributions.


 


(a)          On
each Payment Date, the Issuer shall pay to each Class A Noteholder of record on the related Record Date such Class A Noteholder’s
pro rata share of the amounts on deposit in the Distribution Account that are allocated and available on such Payment
Date and as are payable to the Class A Noteholders pursuant to this Indenture Supplement.


 


(b)          On
each Payment Date, the Issuer shall pay to each Class B Noteholder of record on the related Record Date such Class B Noteholder’s
pro rata share of the amounts on deposit in the Distribution Account that are allocated and available on such Payment
Date and as are payable to the Class B Noteholders pursuant to this Indenture Supplement.


 


(c)          On
each Payment Date, the Issuer shall pay to each Class C Noteholder of record on the related Record Date such Class C Noteholder’s
pro rata share of the amounts on deposit in the Distribution Account that are allocated and available on such Payment
Date and as are payable to the Class C Noteholders pursuant to this Indenture Supplement.


 


(d)          On
each Payment Date, the Issuer shall pay to each Class D Noteholder of record on the related Record Date such Class D Noteholder’s
pro rata share of the amounts on deposit in the Distribution Account (including amounts withdrawn from the Spread
Account (at the times and in the amounts specified in Section 4.11)) that are allocated and available on such Payment Date
and as are payable to the Class D Noteholders pursuant to this Indenture Supplement.


 


(e)          The
payments to be made pursuant to this Section 4.5 are subject to the provisions of Section 7.1 of this Indenture Supplement.


 


(f)          All
payments to Noteholders hereunder shall be made by (i) check mailed to each Series 2016-3 Noteholder (at such Noteholder’s
address as it appears in the Note Register), except that for any Series 2016-3 Notes registered in the name of the nominee of a
Clearing Agency, such payment shall be made by wire transfer of immediately available funds and (ii) except as provided in Section
2.7(b) of the Indenture, without presentation or surrender of any Series 2016-3 Note or the making of any notation thereon.


 


SECTION 4.6. Investor
Charge-Offs. On each Determination Date, the Issuer shall calculate the Investor Default Amount and any Investor Uncovered
Dilution Amount for the preceding Monthly Period. If, on any Transfer Date, the sum of the Investor Default Amount and any Investor
Uncovered Dilution Amount for the preceding Monthly Period exceeds the amount of Available Finance Charge Collections allocated
with respect thereto pursuant to Section 4.4(a)(vii) with respect to such Transfer Date, the Collateral Amount will be reduced
(but not below zero) by the amount of such excess (such reduction, an “Investor Charge-Off”).


 




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SECTION 4.7. Reallocated
Principal Collections. On each Transfer Date, the Issuer shall allocate Investor Principal Collections with respect to that
Transfer Date, to fund any deficiency pursuant to and in the priority set forth in Sections 4.4(a)(i), (ii), (iii), (iv), (v)
and (vi) on the related Payment Date (any such Investor Principal Collections so allocated, “Reallocated
Principal Collections”); provided, that for any Monthly Period, Reallocated Principal Collections may not
exceed the Monthly Principal Reallocation Amount for such Monthly Period. On each Transfer Date, the Collateral Amount shall be
reduced by the amount of Reallocated Principal Collections for such Transfer Date.


 


SECTION 4.8. Excess
Finance Charge Collections. Series 2016-3 shall be an Excess Allocation Series with respect to Group One only. Subject to Section 8.6
of the Indenture, Excess Finance Charge Collections with respect to the Excess Allocation Series in Group One with respect to any
Monthly Period will be allocated to Series 2016-3 in an amount equal to the product of (x) the aggregate amount of Excess Finance
Charge Collections with respect to all the Excess Allocation Series in Group One for such Monthly Period and (y) a fraction, the
numerator of which is the Finance Charge Shortfall for Series 2016-3 for such Monthly Period and the denominator of which is the
aggregate amount of Finance Charge Shortfalls for all the Excess Allocation Series in Group One, in each case with respect to payments
to be made on or prior to the Payment Date following such Monthly Period. The “Finance Charge Shortfall” for
Series 2016-3 for any date on which Excess Finance Charge Collections are allocated pursuant to Section 8.6 of the Indenture
will be equal to the excess, if any, of (a) the full amount required to be paid, without duplication, pursuant to Sections
4.4(a)(i) through (xiii) with respect to the next following Payment Date over (b) the Available Finance
Charge Collections with respect to the related Monthly Period (excluding any portion thereof attributable to Excess Finance Charge
Collections).


 


SECTION 4.9. Shared
Principal Collections. Subject to Section 8.5 of the Indenture, Shared Principal Collections allocable to Series
2016-3 with respect to any Monthly Period will be equal to the product of (x) the aggregate amount of Shared Principal Collections
with respect to all Principal Sharing Series for such Monthly Period and (y) a fraction, the numerator of which is the Principal
Shortfall for Series 2016-3 for such Monthly Period and the denominator of which is the aggregate amount of Principal Shortfalls
for all the Series which are Principal Sharing Series, in each case with respect to payments to be made on or prior to the Payment
Date following such Monthly Period. The “Principal Shortfall” for Series 2016-3 for any date on which Shared
Principal Collections are allocated pursuant to Section 8.5 of the Indenture will be equal to (a) for any allocation date
with respect to the Revolving Period or any allocation date during the Early Amortization Period prior to the earlier of (i) the
end of the Monthly Period immediately preceding the Expected Principal Payment Date and (ii) the date on which all outstanding
Series are in early amortization periods, zero, (b) for any allocation date with respect to the Controlled Accumulation Period,
the excess, if any, of the Controlled Deposit Amount with respect to the next following Payment Date over the amount of
Available Principal Collections for the related Monthly Period (excluding any portion thereof attributable to Shared Principal
Collections or amounts available to be treated as Available Principal Collections pursuant to clause (ix) of Section
4.4(a)) and (c) for any allocation date on or after the earlier of (i) the end of the Monthly Period immediately preceding
the Expected Principal Payment Date and (ii) the date on which all outstanding Series are in early amortization periods, the Note
Principal Balance.


 




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SECTION 4.10. Reserve
Account.


 


(a)          On
each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date
on funds on deposit in the Reserve Account shall be retained in the Reserve Account (to the extent that the Available Reserve Account
Amount is less than the Required Reserve Account Amount). Any remaining interest and earnings (net of losses and investment expenses)
shall be (i) deposited on or prior to the related Payment Date into the Finance Charge Account (to the extent such funds are needed
for distributions pursuant to Section 4.4(a)) and (ii) included in Available Finance Charge Collections for the related Monthly
Period. For purposes of determining the availability of funds or the balance in the Reserve Account for any reason under this Indenture
Supplement, except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be
available or on deposit.


 


(b)          On
or before each Transfer Date with respect to the Controlled Accumulation Period and on or before the first Transfer Date with respect
to the Early Amortization Period, the Issuer shall calculate the Reserve Draw Amount; provided, however, that such
amount will be reduced to the extent that funds otherwise would be available for deposit in the Reserve Account under Section 4.4(a)(ix)
on the following Payment Date.


 


(c)          If
for any Transfer Date the Reserve Draw Amount is greater than zero, the Reserve Draw Amount, up to the Available Reserve Account
Amount, shall be withdrawn from the Reserve Account on or prior to the related Payment Date by the Issuer and deposited into the
Finance Charge Account for application as Available Finance Charge Collections on the following Payment Date.


 


(d)          If
the Reserve Account Surplus on any Transfer Date is greater than zero, on or prior to the related Payment Date, the Indenture Trustee,
acting in accordance with the written instructions of the Issuer, shall withdraw from the Reserve Account an amount equal to such
Reserve Account Surplus and distribute any such amounts to the holders of the Transferor Interest.


 


(e)          Upon
the earliest to occur of (i) the termination of the Trust pursuant to Article VIII of the Trust Agreement, (ii) the
first Transfer Date relating to the Early Amortization Period and (iii) the Expected Principal Payment Date, the Issuer, after
the prior payment of all amounts owing to the Series 2016-3 Noteholders that are payable from the Reserve Account as provided herein,
shall withdraw from the Reserve Account all amounts, if any, on deposit in the Reserve Account and distribute any such amounts
to the holders of the Transferor Interest. The Reserve Account shall thereafter be deemed to have terminated for purposes of this
Indenture Supplement.


 


SECTION 4.11. Spread
Account.


 


(a)          On
or before each Payment Date, if the aggregate amount of Available Finance Charge Collections available for application pursuant
to Section 4.4(a)(vi) is less than the aggregate amount required to be deposited pursuant to Section 4.4(a)(vi),
the Issuer shall withdraw from the Spread Account the amount of such deficiency up to the Available Spread Account Amount and,
if the Available Spread Account Amount is less than such deficiency, Investment Earnings credited to the Spread Account, and shall
apply such amount in accordance with Section 4.4(a)(vi).


 




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(b)          Unless
an Early Amortization Event occurs, the Issuer will withdraw from the Spread Account and deposit in the Collection Account for
payment to the Class D Noteholders on the Expected Principal Payment Date for the Series 2016-3 Notes an amount equal to the lesser
of: (i) the amount on deposit in the Spread Account after application of any amounts set forth in clause (a) above and (ii)
the Class D Note Principal Balance.


 


(c)          Upon
an Early Amortization Event, the amount, if any, remaining on deposit in the Spread Account, after making the payments described
in clause (a) above, shall be applied to pay principal on the Class D Notes on the earlier of the Series Maturity Date and
the first Payment Date on which the Class A Note Principal Balance, the Class B Note Principal Balance and the Class C Note Principal
Balance have been paid in full.


 


(d)          On
any day following the occurrence of an Event of Default with respect to Series 2016-3 that has resulted in the acceleration of
the Series 2016-3 Notes, the Issuer shall withdraw from the Spread Account the Available Spread Account Amount and deposit such
amount in the Distribution Account for payment to the Series 2016-3 Notes in the following order of priority until all amounts
owed to such Noteholders have been paid in full: (i) the Class D Noteholders, (ii) the Class A Noteholders, (iii) the Class B Noteholders
and (iv) the Class C Noteholders.


 


(e)          If
on any Payment Date, after giving effect to all withdrawals from the Spread Account, the Available Spread Account Amount is less
than the Required Spread Account Amount then in effect, Available Finance Charge Collections shall be deposited into the Spread
Account pursuant to Section 4.4(a)(x) up to the amount of the Spread Account Deficiency.


 


(f)          If,
after giving effect to all deposits to and withdrawals from the Spread Account with respect to any Payment Date, the amount on
deposit in the Spread Account exceeds the Required Spread Account Amount, the Issuer shall withdraw an amount equal to such excess
from the Spread Account and distribute such amount to the Transferor. On the date on which the Class D Note Principal Balance has
been paid in full, after making any payments to the Noteholders required pursuant to Sections 4.11(a), (b), (c) and
(d), the Issuer shall withdraw from the Spread Account all amounts then remaining in the Spread Account and pay such amounts
to the holders of the Transferor Interest.


 


SECTION 4.12. Investment
of Accounts. (a) Except as provided in the following sentence, to the extent there are uninvested amounts deposited in the
Series Accounts, the Issuer shall cause such amounts to be invested in Permitted Investments selected by the Issuer that mature
no later than the following Transfer Date. To the extent there are uninvested amounts deposited into any Series Account on a Transfer
Date for distribution on the related Payment Date, the Issuer shall cause such amounts to be invested overnight in Permitted Investments
described in clause (b) of the definition of “Permitted Investments” held at the Indenture Trustee or at a depository
institution or trust company that has entered into an agreement with the Issuer and the Indenture Trustee in accordance with the
Custody and Control Agreement.


 




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(b)          On
each Transfer Date with respect to the Controlled Accumulation Period and on the first Transfer Date with respect to the Early
Amortization Period, the Issuer shall transfer from the Principal Accumulation Account to the Finance Charge Account the Principal
Accumulation Investment Proceeds on deposit in the Principal Accumulation Account for application as Available Finance Charge Collections
in accordance with Section 4.4.


 


(c)          Principal
Accumulation Investment Proceeds (including reinvested interest) shall not be considered part of the amounts on deposit in the
Principal Accumulation Account for purposes of this Indenture Supplement.


 


(d)          On
each Transfer Date (but subject to Section 4.11(a)), the Investment Earnings, if any, credited since the preceding Transfer
Date on funds on deposit in the Spread Account shall be retained in the Spread Account (to the extent that the Available Spread
Account Amount is less than the Required Spread Account Amount) and, on or before the related Payment Date, the balance, if any,
shall be paid to the holders of the Transferor Interest. For purposes of determining the availability of funds or the balance
in the Spread Account for any reason under this Indenture Supplement (subject to Section 4.11(a)), all Investment Earnings
shall be deemed not to be available or on deposit; provided, that after the maturity of the Series 2016-3 Notes has been
accelerated as a result of an Event of Default, all Investment Earnings shall be added to the balance on deposit in the Spread
Account and treated like the rest of the Available Spread Account Amount.


 


SECTION 4.13. Controlled
Accumulation Period. The Controlled Accumulation Period is scheduled to commence on the first day of the third Monthly Period
preceding the Expected Principal Payment Date; provided, that if the Controlled Accumulation Period Length (determined
as described below) on any Determination Date is less than or more than the number of months in the scheduled Controlled Accumulation
Period, upon written notice to the Indenture Trustee, with a copy to each Rating Agency, the Issuer shall either postpone or accelerate,
as applicable, the date on which the Controlled Accumulation Period actually commences, so that, as a result, the number of Monthly
Periods in the Controlled Accumulation Period will equal the Controlled Accumulation Period Length; provided, that the
length of the Controlled Accumulation Period will not be less than one month. The “Controlled Accumulation Period Length”
will mean a number of whole months such that the amount available for payment of principal on the Notes on the Expected Principal
Payment Date is expected to equal or exceed the Note Principal Balance, assuming for this purpose that (1) the payment rate with
respect to Principal Collections remains constant at the lowest level of such payment rate during the twelve preceding Monthly
Periods, (2) the total amount of Principal Receivables in the Trust (and the principal amount on deposit in the Excess Funding
Account, if any) remains constant at the level on such date of determination, (3) no Early Amortization Event with respect to
any Series will subsequently occur and (4) no additional Series (other than any Series being issued on such date of determination)
will be subsequently issued. Any notice by Issuer modifying the commencement of the Controlled Accumulation Period pursuant to
this Section 4.13 shall specify (i) the Controlled Accumulation Period Length, (ii) the commencement date of the Controlled
Accumulation Period and (iii) the Controlled Accumulation Amount with respect to each Monthly Period during the Controlled Accumulation
Period.


 


SECTION 4.14. [Reserved].


 




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SECTION 4.15. Deposit
of Collections. Notwithstanding anything to the contrary in the Indenture, for any Monthly Period during which the Issuer is
permitted to make a single monthly deposit to the Collection Account pursuant to Section 8.4 of the Indenture for such Monthly
Period, the Issuer need not make the daily deposits of Collections into the Collection Account as provided in Section 8.4
of the Indenture, but may make a single deposit in the Collection Account in immediately available funds not later than 12:00 noon,
New York City time, on the related Payment Date.


 


ARTICLE
V

Delivery of Series 2016-3 Notes;

Reports to Series 2016-3 Noteholders


 


SECTION 5.1. Delivery
and Payment for the Series 2016-3 Notes.


 


The Issuer shall execute
and issue, and the Indenture Trustee shall authenticate, the Series 2016-3 Notes in accordance with Section 2.2 of
the Indenture. The Indenture Trustee shall deliver the Series 2016-3 Notes to or upon the written order of the Issuer when so authenticated.


 


SECTION 5.2. Reports
and Statements to Series 2016-3 Noteholders.


 


(a)          Not
later than the second Business Day preceding each Payment Date, the Issuer shall deliver or cause the Servicer to deliver to the
Trustee, the Indenture Trustee and each Rating Agency a statement substantially in the form of Exhibit B prepared by the
Servicer; provided, that the Issuer may amend the form of Exhibit B from time to time, with the prior written consent
of the Indenture Trustee.


 


(b)          A
copy of each statement or certificate provided pursuant to Section 5.2(a) may be obtained by any Series 2016-3 Noteholder
by a request in writing to the Issuer.


 


(c)          On
or before January 31 of each calendar year, beginning with January 31, 2017, the Issuer shall furnish or cause to be furnished
to each Person who at any time during the preceding calendar year was a Series 2016-3 Noteholder the information for the preceding
calendar year, or the applicable portion thereof during which the Person was a Noteholder, as is required to be provided by an
issuer of indebtedness under the Code to the holders of the Issuer’s indebtedness and such other customary information as
is necessary to enable such Noteholder to prepare its federal income tax returns. Notwithstanding anything to the contrary contained
in this Agreement, the Issuer shall, to the extent required by applicable law, from time to time furnish to the appropriate Persons,
at least five (5) Business Days prior to the end of the period required by applicable law, the information required to complete
a Form 1099-INT.


 


ARTICLE
VI

Series 2016-3 Early Amortization Events


 


SECTION 6.1. Series
2016-3 Early Amortization Events. If any one of the following events shall occur with respect to the Series 2016-3 Notes:


 




    	 	32	 



     


    

 


(a)          (i)
failure on the part of Transferor to make any payment or deposit required to be made by it by the terms of the Trust Receivables
Purchase Agreement or the Transfer Agreement on or before the date occurring five (5) Business Days after the date such payment
or deposit is required to be made therein or herein or (ii) failure of the Transferor duly to observe or perform in any material
respect any other of its covenants or agreements set forth in the Trust Receivables Purchase Agreement or the Transfer Agreement
which failure has a material adverse effect on the Series 2016-3 Noteholders and which continues unremedied for a period of sixty
(60) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the
Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series 2016-3 Notes;


 


(b)          any
representation or warranty made by Transferor in the Transfer Agreement or the Trust Receivables Purchase Agreement or any information
contained in an account schedule required to be delivered by it pursuant to Section 2.1 or Section 2.6(c) of
the Transfer Agreement, Trust Agreement or the Bank Receivables Sale Agreement shall prove to have been incorrect in any material
respect when made or when delivered, which continues to be incorrect in any material respect for a period of sixty (60) days after
the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by
the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series 2016-3 Notes and as a result
of which the interests of the Series 2016-3 Noteholders are materially and adversely affected for such period; provided,
however, that a Series 2016-3 Early Amortization Event pursuant to this Section 6.1(b) shall not be deemed to have occurred
hereunder if the Transferor has accepted reassignment of the related Transferred Receivable, or all of such Transferred Receivables,
if applicable, during such period in accordance with the provisions of the Transfer Agreement or the Trust Receivables Purchase
Agreement;


 


(c)          a
failure by Transferor under the Transfer Agreement to convey Transferred Receivables in Additional Accounts (as such term is defined
in the Transfer Agreement) or Participation Interests to the Trust when it is required to convey such Transferred Receivables pursuant
to Section 2.6(a) of the Transfer Agreement;


 


(d)          any
Servicer Default or any Indenture Servicer Default shall occur;


 


(e)          (i)
the average of the Portfolio Yields for the two Monthly Periods immediately preceding the January 2017 Payment Date is less than
the average of the Base Rates for the same Monthly Periods, or (ii) beginning with the three consecutive Monthly Periods immediately
preceding the February 2017 Payment Date, the average of the Portfolio Yields for three consecutive Monthly Periods is less than
the average of the Base Rates for the same Monthly Periods (for the avoidance of doubt, the Monthly Period preceding the November
2016 Payment Date shall be excluded for purposes of calculating the three-month average Portfolio Yield and Base Rate under this
clause (e)(ii));


 


(f)          the
Note Principal Balance shall not be paid in full on the Expected Principal Payment Date; or


 


(g)          without
limiting the foregoing, the occurrence of an Event of Default with respect to Series 2016-3 and acceleration of the maturity of
the Series 2016-3 Notes pursuant to Section 5.3 of the Indenture;


 




    	 	33	 



     


    

 


then, in the case of any
event described in subsection (a), (b) or (d), after the applicable grace period, if any, set forth in
such subparagraphs, either the Indenture Trustee or the holders of Series 2016-3 Notes evidencing more than 50% of the
aggregate unpaid principal amount of Series 2016-3 Notes by notice then given in writing to the Issuer (and to the Indenture
Trustee if given by the Series 2016-3 Noteholders) may declare that a “Series Early Amortization Event” with
respect to Series 2016-3 (a “Series 2016-3 Early Amortization Event”) has occurred as of the date of such
notice, and, in the case of any event described in subsection (c), (e), (f) or  (g) a Series
2016-3 Early Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee or the
Series 2016-3 Noteholders immediately upon the occurrence of such event.


 


ARTICLE
VII

Redemption of Series 2016-3 Notes; Final Distributions; Series Termination


 


SECTION 7.1. Optional
Redemption of Series 2016-3 Notes; Final Distributions.


 


(a)          On
any day occurring on or after the date on which the outstanding principal balance of the Series 2016-3 Notes is reduced to 10%
or less of the initial outstanding principal balance of Series 2016-3 Notes, Transferor has the option pursuant to the Trust Agreement
to reduce the Collateral Amount to zero by paying a purchase price equal to the greater of (x) the Collateral Amount, plus the
applicable Allocation Percentage of outstanding Finance Charge Receivables and (y) a minimum amount equal to (i) if such day is
a Payment Date, the Redemption Amount for such Payment Date or (ii) if such day is not a Payment Date, the Redemption Amount for
the Payment Date following such day. If Transferor exercises such option, Issuer will apply such purchase price to repay the Notes
in full as specified below.


 


(b)          Issuer
shall give the Indenture Trustee at least thirty (30) days’ prior written notice of the date on which Transferor intends
to exercise such optional redemption. Not later than 12:00 noon, New York City time, on such day Transferor shall deposit into
the Distribution Account in immediately available funds the excess of the Redemption Amount over the amount, if any, on deposit
in the Principal Accumulation Account. Such redemption option is subject to payment in full of the Redemption Amount. Following
such deposit into the Distribution Account in accordance with the foregoing, the Collateral Amount for Series 2016-3 shall be reduced
to zero and the Series 2016-3 Noteholders shall have no further security interest in the Transferred Receivables. The Redemption
Amount shall be paid as set forth in Section 7.1(d).


 


(c)          (i)
The amount to be paid by the Transferor with respect to Series 2016-3 in connection with a reassignment of Transferred Receivables
to the Transferor pursuant to Section 6.1(f) of the Transfer Agreement shall not be less than the Redemption Amount
for the first Payment Date following the Monthly Period in which the reassignment obligation arises under the Transfer Agreement.


 


(ii)         The
amount to be paid by the Issuer with respect to Series 2016-3 in connection with a repurchase of the Notes pursuant to Section
10.1 of the Trust Agreement shall not be less than the Redemption Amount for the Payment Date of such repurchase.


 




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(d)          With
respect to (i) the Redemption Amount deposited into the Distribution Account pursuant to this Section 7.1 or (ii) the
proceeds of any sale of Transferred Receivables pursuant to Section 5.3 of the Indenture with respect to Series 2016-3,
the Indenture Trustee shall, in accordance with the written direction of the Issuer, not later than 12:00 noon, New York City time,
on the related Payment Date, make payments of the following amounts (in the priority set forth below and, in each case, after giving
effect to any deposits and payments otherwise to be made on such date) in immediately available funds: (i) (x) the Class A Note
Principal Balance on such Payment Date will be paid to the Class A Noteholders and (y) an amount equal to the sum of (A) Class
A Monthly Interest due and payable on such Payment Date or any prior Payment Date, (B) any Class A Deficiency Amount for such
Payment Date and (C) the amount of Class A Additional Interest, if any, for such Payment Date and any Class A Additional Interest
previously due but not paid to the Class A Noteholders on any prior Payment Date, will be paid to the Class A Noteholders, (ii) (x)
the Class B Note Principal Balance on such Payment Date will be paid to the Class B Noteholders and (y) an amount equal to the
sum of (A) Class B Monthly Interest due and payable on such Payment Date or any prior Payment Date, (B) any Class B Deficiency
Amount for such Payment Date and (C) the amount of Class B Additional Interest, if any, for such Payment Date and any Class B Additional
Interest previously due but not paid to the Class B Noteholders on any prior Payment Date, will be paid to the Class B Noteholders,
(iii) (x) the Class C Note Principal Balance on such Payment Date will be paid to the Class C Noteholders and (y) an amount
equal to the sum of (A) Class C Monthly Interest due and payable on such Payment Date or any prior Payment Date, (B) any Class
C Deficiency Amount for such Payment Date and (C) the amount of Class C Additional Interest, if any, for such Payment Date and
any Class C Additional Interest previously due but not paid to the Class C Noteholders on any prior Payment Date, will be paid
to the Class C Noteholders, (iv) (x) the Class D Note Principal Balance on such Payment Date will be paid to the Class D Noteholders
and (y) an amount equal to the sum of (A) Class D Monthly Interest due and payable on such Payment Date or any prior Payment Date,
(B) any Class D Deficiency Amount for such Payment Date and (C) the amount of Class D Additional Interest, if any, for such Payment
Date and any Class D Additional Interest previously due but not paid to the Class D Noteholders on any prior Payment Date, will
be paid to the Class D Noteholders and (v) any excess shall be released to the Issuer.


 


SECTION 7.2. Series
Termination.


 


On the Series Maturity
Date, the unpaid principal amount of the Series 2016-3 Notes shall be due and payable.


 


SECTION 7.3. Sale
of Collateral.


 


If the Indenture Trustee
exercises its right to sell any portion of the Collateral in accordance with Section 5.16 of the Indenture upon the occurrence
of an Event of Default with respect to Series 2016-3, SYNCHRONY FINANCIAL shall have a right of first refusal to purchase any portion
of the Collateral for which the Indenture Trustee has received a bona fide offer from a third-party that is not an affiliate of
the Transferor at a price equal to the highest price bid for such Collateral by such third-party bidder.


 




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ARTICLE
VIII

Miscellaneous Provisions


 


SECTION 8.1. Ratification
of Indenture; Amendments. As supplemented by this Indenture Supplement, the Indenture is in all respects ratified and confirmed
and the Indenture as so supplemented by this Indenture Supplement shall be read, taken and construed as one and the same instrument.
This Indenture Supplement may be amended only by a Supplemental Indenture entered in accordance with the terms of Section 9.1
or 9.2 of the Indenture. For purposes of the application of Section 9.2 to any amendment of this Indenture Supplement,
the Series 2016-3 Noteholders shall be the only Noteholders whose vote shall be required.


 


SECTION 8.2. Form
of Delivery of the Series 2016-3 Notes. The Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes shall
be Book-Entry Notes and shall be delivered as provided in Sections 2.1 and 2.2 of the Indenture.


 


SECTION 8.3. Counterparts.
This Indenture Supplement may be executed in one or more counterparts, and by different parties on separate counterparts, each
of which shall be an original, but all of which shall constitute one and the same instrument.


 


SECTION 8.4. GOVERNING
LAW. (a) THIS INDENTURE SUPPLEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION,
VALIDITY AND PERFORMANCE, BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW
YORK (INCLUDING SECTION 5-1401(1) OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT WITHOUT REGARD TO ANY OTHER CONFLICT OF LAW PROVISIONS
THEREOF) AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. THIS INDENTURE SUPPLEMENT IS SUBJECT TO THE TRUST INDENTURE ACT
OF 1939, AS AMENDED, AND SHALL BE GOVERNED THEREBY AND CONSTRUED IN ACCORDANCE THEREWITH.


 




    	 	36	 



     


    

 


(b)          EACH
PARTY HERETO HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY SHALL
HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THEM PERTAINING TO THIS INDENTURE SUPPLEMENT OR
TO ANY MATTER ARISING OUT OF OR RELATING TO THIS INDENTURE SUPPLEMENT; PROVIDED, THAT EACH PARTY HERETO ACKNOWLEDGES
THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE BOROUGH OF MANHATTAN IN NEW YORK CITY;
PROVIDED, FURTHER, THAT NOTHING IN THIS INDENTURE SUPPLEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE INDENTURE
TRUSTEE FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY
FOR THE NOTES, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE INDENTURE TRUSTEE. EACH PARTY HERETO SUBMITS AND CONSENTS
IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH PARTY HERETO HEREBY WAIVES ANY OBJECTION
THAT SUCH PARTY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS
TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. EACH PARTY HERETO HEREBY WAIVES PERSONAL
SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS,
COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH PARTY AT ITS ADDRESS DETERMINED IN ACCORDANCE
WITH SECTION 10.4 OF THE INDENTURE AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH PARTY’S
ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL, PROPER POSTAGE PREPAID. NOTHING IN THIS SECTION
SHALL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.


 


BECAUSE DISPUTES
ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT
PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT
THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS
OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING
BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO, OR
INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS INDENTURE SUPPLEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.


 


SECTION 8.5. Limitation
of Liability. Notwithstanding any other provision herein or elsewhere, this Indenture Supplement has been executed and delivered
by BNY Mellon Trust of Delaware, not in its individual capacity, but solely in its capacity as Trustee of the Trust, in no event
shall BNY Mellon Trust of Delaware in its individual capacity have any liability in respect of the representations, warranties
or obligations of the Issuer hereunder or under any other document, as to all of which recourse shall be had solely to the assets
of the Trust, and for all purposes of this Indenture Supplement and each other document, the Trustee (as such or in its individual
capacity) shall be subject to, and entitled to the benefits of, the terms and provisions of the Trust Agreement.


 


SECTION 8.6. Rights
of the Indenture Trustee. The Indenture Trustee shall have herein the same rights, protections, indemnities and immunities
as specified in the Master Indenture.


 


SECTION 8.7. Notice
Address for Rating Agencies. Delivery of any notices required to be delivered to the Rating Agencies by the Issuer, the Indenture
Trustee or the Trustee shall be sufficient for the purposes of this Indenture Supplement and the other Related Documents if sent
to such mailing addresses or such email addresses as may be provided by the Rating Agencies.


 




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SECTION 8.8. Compliance
with Applicable Anti-Terrorism and Anti-Money Laundering Regulations. In order to comply with laws, rules and regulations applicable
to banking institutions, including those relating to the funding of terrorist activities and money laundering, the Indenture Trustee
is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship
with the Indenture Trustee. Accordingly, each of the parties hereto agrees to provide to the Indenture Trustee upon its request
from time to time such identifying information and documentation as may be available for such party in order to enable the Indenture
Trustee to comply with applicable law.


 


SECTION 8.9. Notes
to be Treated as Debt for Tax. It is the intent of the parties hereto that, for purposes of federal, state and local income
and franchise tax and any other tax measured in whole or in part by income, the Class A Notes, the Class B Notes, the Class C Notes
and the Class D Notes shall be treated as debt and a person purchasing such Notes agrees to treat such Notes as debt for such purposes.
Notwithstanding the foregoing and the Indenture, no party is bound to treat any Notes beneficially owned during any period of time
either by the Issuer or the single beneficial owner of the Issuer for U.S. federal income tax purposes as debt for the purposes
described in the preceding sentence.


 


SECTION 8.10. Deemed
Consent. The Series 2016-3 Noteholders will be deemed to have consented to any amendment to any Related Document that changes
the definition of “Rating Agency Condition” in such Related Document to match the definition of “Rating Agency
Condition” in this Indenture Supplement.


 


[SIGNATURE PAGE FOLLOWS]


 




    	 	38	 



     


    

 


IN WITNESS WHEREOF,
the undersigned have caused this Indenture Supplement to be duly executed and delivered by their respective duly authorized officers
on the day and year first above written.


 


	 	SYNCHRONY CREDIT CARD MASTER NOTE TRUST, as Issuer
	 	 
	 	By:	BNY Mellon Trust of Delaware, not in its individual capacity, but solely as Trustee on behalf of Issuer
	 	 	 
	 	By:	/s/ JoAnn C. DiOssi
	 	 	Name: JoAnn C. DiOssi
	 	 	Title: Vice President
	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee
	 	 	 
	 	By:	/s/ Louis Bodi
	 	 	Name: Louis Bodi
	 	 	Title: Vice President
	 	 	 
	 	By:	/s/ Maria Inoa
	 	 	Name: Maria Inoa
	 	 	Title: Assistant Vice President


 




    	 	S-1	Indenture Supplement 
 Series 2016-3



     


    

 


EXHIBIT A-1


FORM OF CLASS A SERIES 2016-3 FIXED RATE
ASSET BACKED NOTE


 


UNLESS THIS NOTE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


THE HOLDER OF THIS
NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT WILL NOT AT ANY TIME DIRECTLY OR INDIRECTLY INSTITUTE OR CAUSE TO BE
INSTITUTED AGAINST THE ISSUER ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDING OR OTHER PROCEEDING
UNDER ANY FEDERAL OR STATE BANKRUPTCY LAW UNLESS NOTEHOLDERS OF NOT LESS THAN 662⁄3% OF THE OUTSTANDING PRINCIPAL AMOUNT OF
EACH CLASS OF EACH SERIES HAS APPROVED SUCH FILING AND IT WILL NOT DIRECTLY OR INDIRECTLY INSTITUTE OR CAUSE TO BE INSTITUTED AGAINST
THE TRANSFEROR ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDING OR OTHER PROCEEDING UNDER ANY
FEDERAL OR STATE BANKRUPTCY LAW IN ANY INSTANCE; PROVIDED, THAT THE FOREGOING SHALL NOT IN ANY WAY LIMIT THE NOTEHOLDER’S
RIGHTS TO PURSUE ANY OTHER CREDITOR RIGHTS OR REMEDIES THAT THE NOTEHOLDERS MAY HAVE FOR CLAIMS AGAINST THE ISSUER.


 


THE HOLDER OF THIS
CLASS A NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE CLASS A NOTES (OTHER
THAN A NOTE beneficially owned during any period of time either by the Issuer or the single
beneficial owner of the Issuer for U.S. federal income tax purposes) AS INDEBTEDNESS OF THE ISSUER FOR APPLICABLE FEDERAL,
STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY, INCOME.


 


THE HOLDER OF THIS
NOTE BY ITS ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN, SHALL BE DEEMED TO REPRESENT AND WARRANT
THAT EITHER (I) SUCH HOLDER IS NOT (AND FOR SO LONG AS IT HOLDS SUCH NOTE WILL NOT BE), IS NOT ACTING ON BEHALF OF (AND FOR SO
LONG AS IT HOLDS SUCH NOTE WILL NOT BE ACTING ON BEHALF OF), AND IS NOT INVESTING THE ASSETS OF (A) AN “EMPLOYEE BENEFIT
PLAN” (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”))
THAT IS SUBJECT TO TITLE I OF ERISA, (B) A “PLAN” (AS DEFINED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE “CODE”)) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (C) AN ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED
TO BE PLAN ASSETS OF A PLAN DESCRIBED IN (A) OR (B) ABOVE (EACH, A “BENEFIT PLAN”) OR (D) A GOVERNMENTAL PLAN, CHURCH
PLAN OR NON-U.S. PLAN THAT IS SUBJECT TO ANY APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS
OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (II) ITS ACQUISITION, CONTINUED HOLDING AND DISPOSITION OF
THIS NOTE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY
SIMILAR LAW. BENEFIT PLANS MAY NOT ACQUIRE THIS NOTE AT ANY TIME THAT THIS NOTE DOES NOT HAVE A CURRENT INVESTMENT GRADE RATING
FROM A NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION.


 




    	 	Exhibit A-1 (Page 1)	 



     


    

 


	REGISTERED	$700,000,000
	No. R- _______________	CUSIP NO. 87165L BJ9


 


SYNCHRONY
CREDIT CARD

MASTER NOTE TRUST SERIES 2016-3


 


CLASS
A SERIES 2016-3 FIXED RATE ASSET BACKED NOTE


 


Synchrony Credit Card
Master Note Trust (herein referred to as the “Issuer” or the “Trust”), a Delaware statutory trust governed
by a Trust Agreement dated as of September 25, 2003, for value received, hereby promises to pay to Cede & Co., or registered
assigns, subject to the following provisions, the principal sum of SEVEN HUNDRED MILLION DOLLARS, or such greater or lesser amount
as determined in accordance with the Indenture, on the September 2022 Payment Date, except as otherwise provided below or in the
Indenture. The Issuer will pay interest on the unpaid principal amount of this Note at the Class A Note Interest Rate on each Payment
Date until the Final Payment Date (which is the earlier to occur of (a) the Payment Date on which the Note Principal Balance is
paid in full, (b) the date on which the Collateral Amount is reduced to zero and (c) the September 2022 Payment Date). Interest
on this Note will accrue for each Payment Date from and including the most recent Payment Date on which interest has been paid
to but excluding such Payment Date or, for the initial Payment Date, from and including the Closing Date to but excluding such
Payment Date. Interest will be computed on the basis of a 360-day year and twelve 30-day months (and in the case of the initial
interest period following the Closing Date, for a period of 53 days). Principal of this Note shall be paid in the manner specified
in the Indenture Supplement referred to on the reverse hereof.


 


The principal of and
interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender
for payment of public and private debts.


 


Reference is made to
the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.


 


Unless the certificate
of authentication hereon has been executed by or on behalf of the Indenture Trustee, by manual signature, this Note shall not be
entitled to any benefit under the Indenture or the Indenture Supplement referred to on the reverse hereof, or be valid for any
purpose.


 




    	 	Exhibit A-1 (Page 2)	 



     


    

 


IN WITNESS WHEREOF, the Issuer has caused this Class A Note
to be duly executed.


 


	 	SYNCHRONY CREDIT CARD MASTER NOTE TRUST, as Issuer
	 	 
	 	By:	BNY Mellon Trust of Delaware,
	 	 	not in its individual capacity but solely as Trustee on behalf of Issuer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	Dated:  _____________, ______	 


 




    	 	Exhibit A-1 (Page 3)	 



     


    

 


INDENTURE TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


This is one of the Class A Notes described in the within-mentioned
Indenture.


 


	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    	 	Exhibit A-1 (Page 4)	 



     


    

 


SYNCHRONY CREDIT CARD

MASTER NOTE TRUST SERIES 2016-3


 


CLASS A SERIES 2016-3 FIXED RATE ASSET BACKED
NOTE


 


Summary of Terms and Conditions


 


This Class A Note is
one of a duly authorized issue of Notes of the Issuer, designated as Synchrony Credit Card Master Note Trust, Series 2016-3 (the
“Series 2016-3 Notes”), issued under a Master Indenture dated as of September 25, 2003 (as amended, the “Master
Indenture”), between the Issuer and Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture
Trustee”), as supplemented by the Indenture Supplement, dated as of September 22, 2016 (the “Indenture Supplement”),
and representing the right to receive certain payments from the Issuer. The term “Indenture,” unless the context otherwise
requires, refers to the Master Indenture as supplemented by the Indenture Supplement. The Notes are subject to all of the terms
of the Indenture. All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in or
pursuant to the Indenture. In the event of any conflict or inconsistency between the Indenture and this Note, the Indenture shall
control.


 


The Class B Notes,
the Class C Notes and the Class D Notes will also be issued under the Indenture.


 


The Noteholder, by
its acceptance of this Note, agrees that it will look solely to the property of the Issuer allocated to the payment of this Note
for payment hereunder and that neither the Owner Trustee nor the Indenture Trustee is liable to the Noteholders for any amount
payable under the Notes or the Indenture or, except in the case of the Indenture Trustee as expressly provided in the Indenture,
subject to any liability under the Indenture.


 


This Note does not
purport to summarize the Indenture and reference is made to the Indenture for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Indenture Trustee.


 


THIS CLASS A NOTE DOES
NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN, GENERAL ELECTRIC CAPITAL CORPORATION, SYNCHRONY BANK, SYNCHRONY FINANCIAL, RFS
HOLDING, L.L.C., OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY. THIS CLASS A NOTE IS LIMITED IN RIGHT OF PAYMENT TO CERTAIN COLLECTIONS OF THE RECEIVABLES
(AND CERTAIN OTHER COLLATERAL) ALLOCATED TO THE SERIES 2016-3 NOTES, ALL AS MORE SPECIFICALLY SET FORTH HEREINABOVE AND IN THE
MASTER INDENTURE AND INDENTURE SUPPLEMENT.


 


The Issuer, the Indenture
Trustee and any agent of the Issuer or the Indenture Trustee shall treat the person in whose name this Class A Note is registered
as the owner hereof for all purposes, and neither the Issuer, the Indenture Trustee nor any agent of the Issuer or the Indenture
Trustee shall be affected by notice to the contrary.


 


THIS CLASS A NOTE SHALL
BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


 




    	 	Exhibit A-1 (Page 5)	 



     


    

 


ASSIGNMENT


 


	Social Security or other identifying number of assignee 	 


 


FOR VALUE RECEIVED,
the undersigned hereby sells, assigns and transfers unto                                  
(name and address of assignee) the within certificate and all rights thereunder, and hereby irrevocably constitutes and appoints
                            
attorney, to transfer said certificate on the books kept for registration thereof, with full power of substitution in the premises.


 


	Dated:	 	 	 	**
	 	 	 	Signature Guaranteed:	 


 





 






		**	The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within
Note in every particular, without alteration, enlargement or any change whatsoever.



 




    	 	Exhibit A-1 (Page 6)	 



     


    

 


EXHIBIT A-2


FORM OF CLASS B SERIES 2016-3 FIXED RATE
ASSET BACKED NOTE


 


UNLESS THIS NOTE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


THE HOLDER OF THIS
NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT WILL NOT AT ANY TIME DIRECTLY OR INDIRECTLY INSTITUTE OR CAUSE TO BE
INSTITUTED AGAINST THE ISSUER ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDING OR OTHER PROCEEDING
UNDER ANY FEDERAL OR STATE BANKRUPTCY LAW UNLESS NOTEHOLDERS OF NOT LESS THAN 662⁄3% OF THE OUTSTANDING PRINCIPAL AMOUNT OF
EACH CLASS OF EACH SERIES HAS APPROVED SUCH FILING AND IT WILL NOT DIRECTLY OR INDIRECTLY INSTITUTE OR CAUSE TO BE INSTITUTED AGAINST
THE TRANSFEROR ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDING OR OTHER PROCEEDING UNDER ANY
FEDERAL OR STATE BANKRUPTCY LAW IN ANY INSTANCE; PROVIDED, THAT THE FOREGOING SHALL NOT IN ANY WAY LIMIT THE NOTEHOLDER’S
RIGHTS TO PURSUE ANY OTHER CREDITOR RIGHTS OR REMEDIES THAT THE NOTEHOLDERS MAY HAVE FOR CLAIMS AGAINST THE ISSUER.


 


THE HOLDER OF THIS CLASS B NOTE, BY ACCEPTANCE
OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE CLASS B NOTES (OTHER THAN A NOTE beneficially
owned during any period of time either by the Issuer or the single beneficial owner of the Issuer for U.S. federal income tax purposes)
AS INDEBTEDNESS OF THE ISSUER FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER
TAX IMPOSED ON, OR MEASURED BY, INCOME.


 


THE HOLDER OF THIS
NOTE BY ITS ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN, SHALL BE DEEMED TO REPRESENT AND WARRANT
THAT EITHER (I) SUCH HOLDER IS NOT (AND FOR SO LONG AS IT HOLDS SUCH NOTE WILL NOT BE), IS NOT ACTING ON BEHALF OF (AND FOR SO
LONG AS IT HOLDS SUCH NOTE WILL NOT BE ACTING ON BEHALF OF), AND IS NOT INVESTING THE ASSETS OF (A) AN “EMPLOYEE BENEFIT
PLAN” (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”))
THAT IS SUBJECT TO TITLE I OF ERISA, (B) A “PLAN” (AS DEFINED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE “CODE”)) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (C) AN ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED
TO BE PLAN ASSETS OF A PLAN DESCRIBED IN (A) OR (B) ABOVE (EACH, A “BENEFIT PLAN”) OR (D) A GOVERNMENTAL PLAN, CHURCH
PLAN OR NON-U.S. PLAN THAT IS SUBJECT TO ANY APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS
OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (II) ITS ACQUISITION, CONTINUED HOLDING AND DISPOSITION OF
THIS NOTE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY
SIMILAR LAW. BENEFIT PLANS MAY NOT ACQUIRE THIS NOTE AT ANY TIME THAT THIS NOTE DOES NOT HAVE A CURRENT INVESTMENT GRADE RATING
FROM A NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION.


 




    	 	Exhibit A-2 (Page 1)	 



     


    

 


	REGISTERED	$67,123,287
	No. R- _________________	CUSIP NO. 87165L BK6


 


SYNCHRONY CREDIT
CARD

MASTER NOTE TRUST SERIES 2016-3



CLASS B SERIES 2016-3 FIXED RATE ASSET BACKED NOTE


 


Synchrony Credit Card
Master Note Trust (herein referred to as the “Issuer” or the “Trust”), a Delaware statutory trust governed
by a Trust Agreement dated as of September 25, 2003, for value received, hereby promises to pay to Cede & Co., or registered
assigns, subject to the following provisions, the principal sum of SIXTY-SEVEN MILLION ONE HUNDRED TWENTY-THREE THOUSAND TWO HUNDRED
EIGHTY-SEVEN DOLLARS, or such greater or lesser amount as determined in accordance with the Indenture, on the September 2022 Payment
Date, except as otherwise provided below or in the Indenture. The Issuer will pay interest on the unpaid principal amount of this
Note at the Class B Note Interest Rate on each Payment Date until the Final Payment Date (which is the earlier to occur of (a)
the Payment Date on which the Note Principal Balance is paid in full, (b) the date on which the Collateral Amount is reduced to
zero and (c) the September 2022 Payment Date). Interest on this Note will accrue for each Payment Date from and including the most
recent Payment Date on which interest has been paid to but excluding such Payment Date or, for the initial Payment Date, from and
including the Closing Date to but excluding such Payment Date. Interest will be computed on the basis of a 360-day year and twelve
30-day months (and in the case of the initial interest period following the Closing Date, for a period of 53 days). Principal of
this Note shall be paid in the manner specified in the Indenture Supplement referred to on the reverse hereof.


 


The principal of and
interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender
for payment of public and private debts.


 


Reference is made to
the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.


 


Unless the certificate
of authentication hereon has been executed by or on behalf of the Indenture Trustee, by manual signature, this Note shall not be
entitled to any benefit under the Indenture or the Indenture Supplement referred to on the reverse hereof, or be valid for any
purpose.


 


THIS CLASS B NOTE IS
SUBORDINATED TO THE EXTENT NECESSARY TO FUND PAYMENTS ON THE CLASS A NOTES TO THE EXTENT SPECIFIED IN THE INDENTURE SUPPLEMENT.


 




    	 	Exhibit A-2 (Page 2)	 



     


    

 


IN WITNESS WHEREOF, the Issuer has caused this Class B Note
to be duly executed.


 


	 	SYNCHRONY CREDIT CARD MASTER NOTE TRUST, as Issuer
	 	 	 
	 	By:	BNY Mellon Trust of Delaware, not in its individual capacity but solely as Trustee on behalf of Issuer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	Dated:                             ,           	 


 




    	 	Exhibit A-2 (Page 3)	 



     


    

 


INDENTURE TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


This is one of the Class B Notes described in the within-mentioned
Indenture.


 


	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	 	Exhibit A-2 (Page 4)	 



     


    

 


SYNCHRONY CREDIT
CARD

MASTER NOTE TRUST SERIES 2016-3



CLASS B SERIES 2016-3 FIXED RATE ASSET BACKED NOTE


 


Summary of Terms and Conditions


 


This Class B Note is
one of a duly authorized issue of Notes of the Issuer, designated as Synchrony Credit Card Master Note Trust, Series 2016-3 (the
“Series 2016-3 Notes”), issued under a Master Indenture dated as of September 25, 2003 (as amended, the “Master
Indenture”), between the Issuer and Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture
Trustee”), as supplemented by the Indenture Supplement, dated as of September 22, 2016 (the “Indenture Supplement”),
and representing the right to receive certain payments from the Issuer. The term “Indenture,” unless the context otherwise
requires, refers to the Master Indenture as supplemented by the Indenture Supplement. The Notes are subject to all of the terms
of the Indenture. All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in or
pursuant to the Indenture. In the event of any conflict or inconsistency between the Indenture and this Note, the Indenture shall
control.


 


The Class A Notes,
the Class C Notes and the Class D Notes will also be issued under the Indenture.


 


The Noteholder, by
its acceptance of this Note, agrees that it will look solely to the property of the Issuer allocated to the payment of this Note
for payment hereunder and that neither the Owner Trustee nor the Indenture Trustee is liable to the Noteholders for any amount
payable under the Notes or the Indenture or, except in the case of the Indenture Trustee as expressly provided in the Indenture,
subject to any liability under the Indenture.


 


This Note does not
purport to summarize the Indenture and reference is made to the Indenture for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Indenture Trustee.


 


THIS CLASS B NOTE DOES
NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN, GENERAL ELECTRIC CAPITAL CORPORATION, SYNCHRONY BANK, SYNCHRONY FINANCIAL, RFS
HOLDING, L.L.C., OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY. THIS CLASS B NOTE IS LIMITED IN RIGHT OF PAYMENT TO CERTAIN COLLECTIONS OF THE RECEIVABLES
(AND CERTAIN OTHER COLLATERAL) ALLOCATED TO THE SERIES 2016-3 NOTES, ALL AS MORE SPECIFICALLY SET FORTH HEREINABOVE AND IN THE
MASTER INDENTURE AND INDENTURE SUPPLEMENT.


 


The Issuer, the Indenture
Trustee and any agent of the Issuer or the Indenture Trustee shall treat the person in whose name this Class B Note is registered
as the owner hereof for all purposes, and neither the Issuer, the Indenture Trustee nor any agent of the Issuer or the Indenture
Trustee shall be affected by notice to the contrary.


 


THIS CLASS B NOTE SHALL
BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


 




    	 	Exhibit A-2 (Page 5)	 



     


    

 


ASSIGNMENT


 


	Social Security or other identifying number of assignee 	 


 


FOR VALUE RECEIVED,
the undersigned hereby sells, assigns and transfers unto                                  
(name and address of assignee) the within certificate and all rights thereunder, and hereby irrevocably constitutes and appoints
                            
attorney, to transfer said certificate on the books kept for registration thereof, with full power of substitution in the premises.


 


	Dated:	 	 	 	**
	 	 	 	Signature Guaranteed:	 


 





 






		**	The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within
Note in every particular, without alteration, enlargement or any change whatsoever.



 




    	 	Exhibit A-2 (Page 6)	 



     


    

 


EXHIBIT A-3


FORM OF CLASS C SERIES 2016-3 FIXED RATE
ASSET BACKED NOTE


 


UNLESS THIS NOTE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


THIS NOTE HAS NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF
A BENEFICIAL INTEREST HEREIN, THE HOLDER OF THIS NOTE:


 


		(1)	AGREES FOR THE BENEFIT OF THE ISSUER AND THE TRANSFEROR
THAT THIS NOTE MAY BE SOLD, TRANSFERRED, ASSIGNED, PARTICIPATED, PLEDGED OR OTHERWISE DISPOSED OF ONLY IN COMPLIANCE WITH THE
SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (I) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE l44A (A “QIB”),
PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (II) TO THE DEPOSITOR OR ITS AFFILIATES, IN EACH CASE IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES; AND



 


		(2)	AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS
NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.



 


THE HOLDER OF THIS
NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT WILL NOT AT ANY TIME DIRECTLY OR INDIRECTLY INSTITUTE OR CAUSE TO BE
INSTITUTED AGAINST THE ISSUER ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDING OR OTHER PROCEEDING
UNDER ANY FEDERAL OR STATE BANKRUPTCY LAW UNLESS NOTEHOLDERS OF NOT LESS THAN 662⁄3% OF THE OUTSTANDING PRINCIPAL AMOUNT OF
EACH CLASS OF EACH SERIES HAS APPROVED SUCH FILING AND IT WILL NOT DIRECTLY OR INDIRECTLY INSTITUTE OR CAUSE TO BE INSTITUTED AGAINST
THE TRANSFEROR ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDING OR OTHER PROCEEDING UNDER ANY
FEDERAL OR STATE BANKRUPTCY LAW IN ANY INSTANCE; PROVIDED, THAT THE FOREGOING SHALL NOT IN ANY WAY LIMIT THE NOTEHOLDER’S
RIGHTS TO PURSUE ANY OTHER CREDITOR RIGHTS OR REMEDIES THAT THE NOTEHOLDERS MAY HAVE FOR CLAIMS AGAINST THE ISSUER.


 




    	 	Exhibit A-3 (Page 1)	 



     


    

 


THE HOLDER OF THIS
CLASS C NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE CLASS C NOTES (OTHER
THAN A NOTE beneficially owned during any period of time either by the Issuer or the single
beneficial owner of the Issuer for U.S. federal income tax purposes) AS INDEBTEDNESS OF THE ISSUER FOR APPLICABLE FEDERAL,
STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY, INCOME.


 


THE HOLDER OF THIS
NOTE BY ITS ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN, SHALL BE DEEMED TO REPRESENT AND WARRANT
THAT EITHER (I) SUCH HOLDER IS NOT (AND FOR SO LONG AS IT HOLDS SUCH NOTE WILL NOT BE), IS NOT ACTING ON BEHALF OF (AND FOR SO
LONG AS IT HOLDS SUCH NOTE WILL NOT BE ACTING ON BEHALF OF), AND IS NOT INVESTING THE ASSETS OF (A) AN “EMPLOYEE BENEFIT
PLAN” (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”))
THAT IS SUBJECT TO TITLE I OF ERISA, (B) A “PLAN” (AS DEFINED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE “CODE”)) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (C) AN ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED
TO BE PLAN ASSETS OF A PLAN DESCRIBED IN (A) OR (B) ABOVE (EACH, A “BENEFIT PLAN”) OR (D) A GOVERNMENTAL PLAN, CHURCH
PLAN OR NON-U.S. PLAN THAT IS SUBJECT TO ANY APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS
OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (II) ITS ACQUISITION, CONTINUED HOLDING AND DISPOSITION OF
THIS NOTE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY
SIMILAR LAW. BENEFIT PLANS MAY NOT ACQUIRE THIS NOTE AT ANY TIME THAT THIS NOTE DOES NOT HAVE A CURRENT INVESTMENT GRADE RATING
FROM A NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION.


 




    	 	Exhibit A-3 (Page 2)	 



     


    

 


	REGISTERED	$57,534,247
	No. R- _______________	CUSIP NO. 87165L BL4


 


SYNCHRONY CREDIT
CARD

MASTER NOTE TRUST SERIES 2016-3



CLASS C SERIES 2016-3 FIXED RATE ASSET BACKED NOTE


 


Synchrony Credit Card
Master Note Trust (herein referred to as the “Issuer” or the “Trust”), a Delaware statutory trust governed
by a Trust Agreement dated as of September 25, 2003, for value received, hereby promises to pay to Cede & Co., or registered
assigns, subject to the following provisions, the principal sum of FIFTY-SEVEN MILLION FIVE HUNDRED THIRTY-FOUR THOUSAND TWO HUNDRED
FORTY-SEVEN DOLLARS, or such greater or lesser amount as determined in accordance with the Indenture, on the September 2022 Payment
Date, except as otherwise provided below or in the Indenture. The Issuer will pay interest on the unpaid principal amount of this
Note at the Class C Note Interest Rate on each Payment Date until the Final Payment Date (which is the earlier to occur of (a)
the Payment Date on which the Note Principal Balance is paid in full, (b) the date on which the Collateral Amount is reduced to
zero and (c) the September 2022 Payment Date). Interest on this Note will accrue for each Payment Date from and including the most
recent Payment Date on which interest has been paid to but excluding such Payment Date or, for the initial Payment Date, from and
including the Closing Date to but excluding such Payment Date. Interest will be computed on the basis of a 360-day year and twelve
30-day months (and in the case of the initial interest period following the Closing Date, for a period of 53 days). Principal of
this Note shall be paid in the manner specified in the Indenture Supplement referred to on the reverse hereof.


 


The principal of and
interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender
for payment of public and private debts.


 


Reference is made to
the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.


 


Unless the certificate
of authentication hereon has been executed by or on behalf of the Indenture Trustee, by manual signature, this Note shall not be
entitled to any benefit under the Indenture or the Indenture Supplement referred to on the reverse hereof, or be valid for any
purpose.


 


THIS CLASS C NOTE IS
SUBORDINATED TO THE EXTENT NECESSARY TO FUND PAYMENTS ON THE CLASS A NOTES AND CLASS B NOTES TO THE EXTENT SPECIFIED IN THE INDENTURE
SUPPLEMENT.


 




    	 	Exhibit A-3 (Page 3)	 



     


    

 


IN WITNESS WHEREOF, the Issuer has caused this Class C Note
to be duly executed.


 


	 	SYNCHRONY CREDIT CARD MASTER NOTE TRUST, as Issuer
	 	 	 
	 	By:	BNY Mellon Trust of Delaware, not in its individual capacity but solely as Trustee on behalf of Issuer
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 
	Dated:                                     ,              	 


 




    	 	Exhibit A-3 (Page 4)	 



     


    

 


INDENTURE TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


This is one of the Class C Notes described in the within-mentioned
Indenture.


 


	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	 	Exhibit A-3 (Page 5)	 



     


    

 


SYNCHRONY CREDIT CARD

MASTER NOTE TRUST SERIES 2016-3


 


CLASS C SERIES 2016-3 FIXED RATE ASSET BACKED
NOTE


 


Summary of Terms and Conditions


 


This Class C Note is
one of a duly authorized issue of Notes of the Issuer, designated as Synchrony Credit Card Master Note Trust, Series 2016-3 (the
“Series 2016-3 Notes”), issued under a Master Indenture dated as of September 25, 2003 (as amended, the “Master
Indenture”), between the Issuer and Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture
Trustee”), as supplemented by the Indenture Supplement, dated as of September 22, 2016 (the “Indenture Supplement”),
and representing the right to receive certain payments from the Issuer. The term “Indenture,” unless the context otherwise
requires, refers to the Master Indenture as supplemented by the Indenture Supplement. The Notes are subject to all of the terms
of the Indenture. All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in or
pursuant to the Indenture. In the event of any conflict or inconsistency between the Indenture and this Note, the Indenture shall
control.


 


The Class A Notes,
the Class B Notes and the Class D Notes will also be issued under the Indenture.


 


The Noteholder, by
its acceptance of this Note, agrees that it will look solely to the property of the Issuer allocated to the payment of this Note
for payment hereunder and that neither the Owner Trustee nor the Indenture Trustee is liable to the Noteholders for any amount
payable under the Notes or the Indenture or, except in the case of the Indenture Trustee as expressly provided in the Indenture,
subject to any liability under the Indenture.


 


This Note does not
purport to summarize the Indenture and reference is made to the Indenture for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Indenture Trustee.


 


THIS CLASS C NOTE DOES
NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN, GENERAL ELECTRIC CAPITAL CORPORATION, SYNCHRONY BANK, SYNCHRONY FINANCIAL, RFS
HOLDING, L.L.C., OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY. THIS CLASS C NOTE IS LIMITED IN RIGHT OF PAYMENT TO CERTAIN COLLECTIONS OF THE RECEIVABLES
(AND CERTAIN OTHER COLLATERAL) ALLOCATED TO THE SERIES 2016-3 NOTES, ALL AS MORE SPECIFICALLY SET FORTH HEREINABOVE AND IN THE
MASTER INDENTURE AND INDENTURE SUPPLEMENT.


 


The Issuer, the Indenture
Trustee and any agent of the Issuer or the Indenture Trustee shall treat the person in whose name this Class C Note is registered
as the owner hereof for all purposes, and neither the Issuer, the Indenture Trustee nor any agent of the Issuer or the Indenture
Trustee shall be affected by notice to the contrary.


 


THIS CLASS C NOTE SHALL
BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


 




    	 	Exhibit A-3 (Page 6)	 



     


    

 


ASSIGNMENT


 


	Social Security or other identifying number of assignee 	 


 


FOR VALUE RECEIVED,
the undersigned hereby sells, assigns and transfers unto                                  
(name and address of assignee) the within certificate and all rights thereunder, and hereby irrevocably constitutes and appoints
                            
attorney, to transfer said certificate on the books kept for registration thereof, with full power of substitution in the premises.


 


	Dated:	 	 	 	**
	 	 	 	Signature Guaranteed:	 


 





 






		**	The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within
Note in every particular, without alteration, enlargement or any change whatsoever.



 




    	 	Exhibit A-3 (Page 7)	 



     


    

 


EXHIBIT A-4


FORM OF CLASS D SERIES 2016-3 FIXED RATE
ASSET BACKED NOTE


 


UNLESS THIS NOTE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


THIS NOTE HAS NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF
A BENEFICIAL INTEREST HEREIN, THE HOLDER OF THIS NOTE:


 


		(1)	AGREES FOR THE BENEFIT OF THE ISSUER AND THE TRANSFEROR
THAT THIS NOTE MAY BE SOLD, TRANSFERRED, ASSIGNED, PARTICIPATED, PLEDGED OR OTHERWISE DISPOSED OF ONLY IN COMPLIANCE WITH THE
SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (I) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE l44A (A “QIB”),
PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (II) TO THE DEPOSITOR OR ITS AFFILIATES, IN EACH CASE IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES; AND



 


		(2)	AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS
NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.



 


THE HOLDER OF THIS
NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT WILL NOT AT ANY TIME DIRECTLY OR INDIRECTLY INSTITUTE OR CAUSE TO BE
INSTITUTED AGAINST THE ISSUER ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDING OR OTHER PROCEEDING
UNDER ANY FEDERAL OR STATE BANKRUPTCY LAW UNLESS NOTEHOLDERS OF NOT LESS THAN 662⁄3% OF THE OUTSTANDING PRINCIPAL AMOUNT OF
EACH CLASS OF EACH SERIES HAS APPROVED SUCH FILING AND IT WILL NOT DIRECTLY OR INDIRECTLY INSTITUTE OR CAUSE TO BE INSTITUTED AGAINST
THE TRANSFEROR ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDING OR OTHER PROCEEDING UNDER ANY
FEDERAL OR STATE BANKRUPTCY LAW IN ANY INSTANCE; PROVIDED, THAT THE FOREGOING SHALL NOT IN ANY WAY LIMIT THE NOTEHOLDER’S
RIGHTS TO PURSUE ANY OTHER CREDITOR RIGHTS OR REMEDIES THAT THE NOTEHOLDERS MAY HAVE FOR CLAIMS AGAINST THE ISSUER.


 




    	 	Exhibit A-4 (Page 1)	 



     


    

 


THE HOLDER OF THIS CLASS D NOTE, BY ACCEPTANCE
OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE CLASS D NOTES (OTHER THAN A NOTE beneficially
owned during any period of time either by the Issuer or the single beneficial owner of the Issuer for U.S. federal income tax purposes)
AS INDEBTEDNESS OF THE ISSUER FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER
TAX IMPOSED ON, OR MEASURED BY, INCOME.


 


THE HOLDER OF THIS
NOTE BY ITS ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN, SHALL BE DEEMED TO REPRESENT AND WARRANT
THAT EITHER (I) SUCH HOLDER IS NOT (AND FOR SO LONG AS IT HOLDS SUCH NOTE WILL NOT BE), IS NOT ACTING ON BEHALF OF (AND FOR SO
LONG AS IT HOLDS SUCH NOTE WILL NOT BE ACTING ON BEHALF OF), AND IS NOT INVESTING THE ASSETS OF (A) AN “EMPLOYEE BENEFIT
PLAN” (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”))
THAT IS SUBJECT TO TITLE I OF ERISA, (B) A “PLAN” (AS DEFINED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE “CODE”)) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (C) AN ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED
TO BE PLAN ASSETS OF A PLAN DESCRIBED IN (A) OR (B) ABOVE (EACH, A “BENEFIT PLAN”) OR (D) A GOVERNMENTAL PLAN, CHURCH
PLAN OR NON-U.S. PLAN THAT IS SUBJECT TO ANY APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS
OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (II) ITS ACQUISITION, CONTINUED HOLDING AND DISPOSITION OF
THIS NOTE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY
SIMILAR LAW. BENEFIT PLANS MAY NOT ACQUIRE THIS NOTE AT ANY TIME THAT THIS NOTE DOES NOT HAVE A CURRENT INVESTMENT GRADE RATING
FROM A NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION.


 




    	 	Exhibit A-4 (Page 2)	 



     


    

 


	REGISTERED	$86,301,370
	No. R- _______________	CUSIP NO. 87165L BM2


 


SYNCHRONY CREDIT CARD

MASTER NOTE TRUST SERIES 2016-3


 


CLASS D SERIES 2016-3 FIXED RATE ASSET BACKED
NOTE


 


Synchrony Credit Card
Master Note Trust (herein referred to as the “Issuer” or the “Trust”), a Delaware statutory
trust governed by a Trust Agreement dated as of September 25, 2003, for value received, hereby promises to pay to Cede & Co.,
or registered assigns, subject to the following provisions, the principal sum of EIGHTY-SIX MILLION THREE HUNDRED ONE THOUSAND
THREE HUNDRED SEVENTY DOLLARS, or such greater or lesser amount as determined in accordance with the Indenture, on the September
2022 Payment Date, except as otherwise provided below or in the Indenture. The Issuer will pay interest on the unpaid principal
amount of this Note at the Class D Note Interest Rate on each Payment Date until the Final Payment Date (which is the earlier to
occur of (a) the Payment Date on which the Note Principal Balance is paid in full, (b) the date on which the Collateral Amount
is reduced to zero and (c) the September 2022 Payment Date). Interest on this Note will accrue for each Payment Date from and including
the most recent Payment Date on which interest has been paid to but excluding such Payment Date or, for the initial Payment Date,
from and including the Closing Date to but excluding such Payment Date. Interest will be computed on the basis of a 360-day year
and twelve 30-day months (and in the case of the initial interest period following the Closing Date, for a period of 53 days).
Principal of this Note shall be paid in the manner specified in the Indenture Supplement referred to on the reverse hereof.


 


The principal of and
interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender
for payment of public and private debts.


 


Reference is made to
the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.


 


Unless the certificate
of authentication hereon has been executed by or on behalf of the Indenture Trustee, by manual signature, this Note shall not be
entitled to any benefit under the Indenture or the Indenture Supplement referred to on the reverse hereof, or be valid for any
purpose.


 


THIS CLASS D NOTE IS
SUBORDINATED TO THE EXTENT NECESSARY TO FUND PAYMENTS ON THE CLASS A NOTES, CLASS B NOTES AND CLASS C NOTES TO THE EXTENT SPECIFIED
IN THE INDENTURE SUPPLEMENT.


 




    	 	Exhibit A-4 (Page 3)	 



     


    

 


IN WITNESS WHEREOF, the Issuer has caused this Class D Note
to be duly executed.


 


	 	SYNCHRONY CREDIT CARD MASTER NOTE TRUST, as Issuer
	 	 	 
	 	By:	BNY MELLON TRUST OF DELAWARE
	 	 	not in its individual capacity but solely as Trustee on behalf of Issuer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	Dated:                 ,           	 


 




    	 	Exhibit A-4 (Page 4)	 



     


    

 


INDENTURE TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


This is one of the Class D Notes described in the within-mentioned
Indenture.


 


	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    	 	Exhibit A-4 (Page 5)	 



     


    

 


SYNCHRONY CREDIT CARD

MASTER NOTE TRUST SERIES 2016-3


 


CLASS D SERIES 2016-3 FIXED RATE ASSET BACKED
NOTE


 


Summary of Terms and Conditions


 


This Class D Note is
one of a duly authorized issue of Notes of the Issuer, designated as Synchrony Credit Card Master Note Trust, Series 2016-3 (the
“Series 2016-3 Notes”), issued under a Master Indenture dated as of September 25, 2003 (as amended, the “Master
Indenture”), between the Issuer and Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture
Trustee”), as supplemented by the Indenture Supplement, dated as of September 22, 2016 (the “Indenture Supplement”),
and representing the right to receive certain payments from the Issuer. The term “Indenture,” unless the context otherwise
requires, refers to the Master Indenture as supplemented by the Indenture Supplement. The Notes are subject to all of the terms
of the Indenture. All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in or
pursuant to the Indenture. In the event of any conflict or inconsistency between the Indenture and this Note, the Indenture shall
control.


 


The Class A Notes,
the Class B Notes and the Class C Notes will also be issued under the Indenture.


 


The Noteholder, by
its acceptance of this Note, agrees that it will look solely to the property of the Issuer allocated to the payment of this Note
for payment hereunder and that neither the Owner Trustee nor the Indenture Trustee is liable to the Noteholders for any amount
payable under the Notes or the Indenture or, except in the case of the Indenture Trustee as expressly provided in the Indenture,
subject to any liability under the Indenture.


 


This Note does not
purport to summarize the Indenture and reference is made to the Indenture for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Indenture Trustee.


 


THIS CLASS D NOTE DOES
NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN, GENERAL ELECTRIC CAPITAL CORPORATION, SYNCHRONY BANK, SYNCHRONY FINANCIAL, RFS
HOLDING, L.L.C., OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY. THIS CLASS D NOTE IS LIMITED IN RIGHT OF PAYMENT TO CERTAIN COLLECTIONS OF THE RECEIVABLES
(AND CERTAIN OTHER COLLATERAL) ALLOCATED TO THE SERIES 2016-3 NOTES, ALL AS MORE SPECIFICALLY SET FORTH HEREINABOVE AND IN THE
MASTER INDENTURE AND INDENTURE SUPPLEMENT.


 


The Issuer, the Indenture
Trustee and any agent of the Issuer or the Indenture Trustee shall treat the person in whose name this Class D Note is registered
as the owner hereof for all purposes, and neither the Issuer, the Indenture Trustee nor any agent of the Issuer or the Indenture
Trustee shall be affected by notice to the contrary.


 


THIS CLASS D NOTE SHALL
BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


 




    	 	Exhibit A-4 (Page 6)	 



     


    

 


ASSIGNMENT


 


	Social Security or other identifying number of assignee 	 


 


FOR VALUE RECEIVED,
the undersigned hereby sells, assigns and transfers unto                                  
(name and address of assignee) the within certificate and all rights thereunder, and hereby irrevocably constitutes and appoints
                            
attorney, to transfer said certificate on the books kept for registration thereof, with full power of substitution in the premises.


 


	Dated:	 	 	 	**
	 	 	 	Signature Guaranteed:	 


 





 






		**	The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within
Note in every particular, without alteration, enlargement or any change whatsoever.



 




    	 	Exhibit A-4 (Page 7)	 



     


    

 


EXHIBIT B


 


FORM OF MONTHLY NOTEHOLDER’S STATEMENT


 


Monthly Noteholder’s Statement


Synchrony Credit Card Master Note Trust


 


Series 2016-3


Class A 1.58% Notes


Class B 1.91% Notes


Class C 2.30% Notes


Class D 2.95% Notes


 


Pursuant to the Master
Indenture, dated as of September 25, 2003 (as amended and supplemented, the “Indenture”) between Synchrony Credit
Card Master Note Trust (the “Issuer”) and Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture
Trustee”), as supplemented by the Series 2016-3 Indenture Supplement (the “Indenture Supplement”),
dated as of September 22, 2016, between the Issuer and the Indenture Trustee, the Issuer is required to prepare, or cause the Servicer
to prepare, certain information each month regarding current distributions to the Series 2016-3 Noteholders and the performance
of the Trust during the previous month. The information required to be prepared with respect to the Payment Date of [●], 20[●],
and with respect to the performance of the Trust during the Monthly Period ended [●], 20[●] is set forth below.
Capitalized terms used herein are defined in the Indenture and the Indenture Supplement. The Discount Percentage (as defined in
the Transfer Agreement) remains at 0% for all the Receivables in the Trust until otherwise indicated. The undersigned, an Authorized
Officer of the Servicer, does hereby certify as follows:


 


	Record Date:	[●], 20[●]
	Monthly Period Beginning:	[●], 20[●]
	Monthly Period Ending:	[●], 20[●]
	Previous Payment Date:	[●], 20[●]
	Payment Date:	[●], 20[●]
	Interest Period Beginning:	[●], 20[●]
	Interest Period Ending:	[●], 20[●]
	Days in Monthly Period:	[●]
	Days in Interest Period:	[●]
	Is there a Reset Date?	[No][Yes]


 


	I.	Trust Receivables Information	 
	 	 	 
	a.	Number of Accounts Beginning	 
	b.	Number of Accounts Ending	 
	c.	Average Account Balance (q/b)	 
	d.	BOP Principal Receivables	 


 




    	 	Exhibit B (Page 1)	 



     


    

 


	e.	BOP Finance Charge Receivables	 
	f.	BOP Total Receivables	 
	g.	Increase in Principal Receivables from Additional Accounts	 
	h.	Increase in Principal Activity on Existing Securitized Accounts	 
	i.	Increase in Finance Charge Receivables from Additional Accounts	 
	j.	Increase in Finance Charge Activity on Existing Securitized Accounts	 
	k.	Increase in Total Receivables	 
	l.	Decrease in Principal Receivables due to Account Removal	 
	m.	Decrease in Principal Activity on Existing Securitized Accounts	 
	n.	Decrease in Finance Charge Receivables due to Account Removal	 
	o.	Decrease in Finance Charge Activity on Existing Securitized Accounts	 
	p.	Decrease in Total Receivables	 
	q.	EOP Aggregate Principal Receivables	 
	r.	EOP Finance Charge Receivables	 
	s.	EOP Total Receivables	 
	t.	Excess Funding Account Balance	 
	u.	Required Principal Balance	 
	v.	Minimum Free Equity Amount (EOP Aggregate Principal Receivables * 5.5%)	 
	w.	Free Equity Amount (EOP Principal Receivables - EOP Collateral Amount (II.d.ii+II.a.ii+II.b.ii+II.b.iii))	 
	 	 	 
	II.	Investor Information (Sum of all Series, excluding new issuances and additional draws subsequent to end of the Monthly Period)	 
	 	 	 
	a.	Note Principal Balance	 
	 	i.	Beginning of Interest Period	 
	 	ii.	Increase in Note Principal Balance due to New Issuance / Additional draws	 
	 	iii.	Decrease in Note Principal Balance due to Principal Paid and Notes Retired	 
	 	iv.	As of Payment Date	 
	 	 	 	 
	b.	Excess Collateral Amount	 
	 	i.	Beginning of Interest Period	 
	 	ii.	Change to Excess Collateral Amount in connection with the Supplemental Indenture	 
	 	iii.	Increase in Excess Collateral Amount due to New Issuance	 
	 	iv.	Reductions in Required Excess Collateral Amount	 
	 	v.	Increase in Unreimbursed Investor Charge-Off	 


 




    	 	Exhibit B (Page 2)	 



     


    

 


	 	vi.	Decrease in Unreimbursed Investor Charge-Off	 
	 	vii.	Increase in Unreimbursed Reallocated Principal Collections	 
	 	viii.	Decrease in Unreimbursed Reallocated Principal Collections	 
	 	ix.	As of Payment Date	 
	 	 	 	 
	c.	Principal Accumulation Account Balance	 
	 	i.	Beginning of Interest Period	 
	 	ii.	Controlled Deposit Amount	 
	 	iii.	Withdrawal for Principal Payment	 
	 	iv.	As of Payment Date	 
	 	 	 	 
	d.	Collateral Amount	 
	 	i.	End of Prior Monthly Period	 
	 	ii.	Beginning of Interest Period (a.i + b.i)	 
	 	iii.	As of Payment Date	 
	 	 	 	 
	III.	Trust Performance Data (Monthly Period)	 
	 	 	 	 
	a.	Gross Trust Yield (Finance Charge Collections + Recoveries / BOP Principal Receivables)	 
	 	i.	Current	 
	 	ii.	Prior Monthly Period	 
	 	iii.	Two Months Prior Monthly Period	 
	 	iv.	Three-Month Average	 
	 	 	 	 
	b.	Payment Rate (Principal Collections / BOP Principal Receivables)	 
	 	i.	Current	 
	 	ii.	Prior Monthly Period	 
	 	iii.	Two Months Prior Monthly Period	 
	 	iv.	Three-Month Average	 
	 	 	 	 
	c.	Gross Charge-Off Rate excluding Fraud (Default Amount for Defaulted Accounts – Fraud Amount / BOP Principal Receivables)	 
	 	i.	Current	 
	 	ii.	Prior Monthly Period	 
	 	iii.	Two Months Prior Monthly Period	 
	 	iv.	Three-Month Average	 
	 	 	 	 
	d.	Gross Charge-Off Rate (Default Amount for Defaulted Accounts / BOP Principal Receivables)	 
	 	 	 
	e.	Net Charge-Off Rate excluding Fraud (Default Amount for Defaulted Accounts – Recoveries – Fraud Amount / BOP Principal Receivables	 
	 	i.	Current	 
	 	ii.	Prior Monthly Period	 
	 	iii.	Two Months Prior Monthly Period	 
	 	iv.	Three-Month Average	 


 




    	 	Exhibit B (Page 3)	 



     


    

 


	f.	Net Charge-Off Rate (Default Amount for Defaulted Accounts – Recoveries / BOP Principal Receivables)	 
	 	 	 
	g.	Trust excess spread percentage ((FC Coll – Charged-Off Rec – Monthly Interest +/- Net Swaps – Monthly Servicing Fee) / BOP Principal Receivables)	 
	 	 	 
	h.	Default Amount for Defaulted Accounts	 
	 	 	 
	i.	Recovery Amount	 
	 	 	 
	j.	Collections	 
	 	i.	Total Trust Finance Charge Collections	 
	 	ii.	Total Trust Principal Collections	 
	 	iii.	Total Trust Collections	 


 


	k.	Delinquency Data	Percentage	 	Total Receivables
	 	i.	1-29 Days Delinquent	 	 	 
	 	ii.	30-59 Days Delinquent	 	 	 
	 	iii.	60-89 Days Delinquent	 	 	 
	 	iv.	90-119 Days Delinquent	 	 	 
	 	v.	120-149 Days Delinquent	 	 	 
	 	vi.	150-179 Days Delinquent	 	 	 
	 	vii.	180 or Greater Days Delinquent	 	 	 


 


	IV.	Series Performance Data	 
	 	 	 
	a.	Portfolio Yield (Finance Charge Collections + Recoveries – Aggregate Investor Default Amount + PAA Inv Proceeds / BOP Collateral)	 
	 	i.	Current	 
	 	ii.	Prior Monthly Period	 
	 	iii.	Two Months Prior Monthly Period	 
	 	iv.	Three-Month Average	 
	 	 	 	 
	b.	Base Rate (Noteholder Servicing Fee + Admin Fee + Monthly Interest / + Swap Payments – Swap Receipts / BOP Collateral)	 
	 	i.	Current	 
	 	ii.	Prior Monthly Period	 
	 	iii.	Two Months Prior Monthly Period	 
	 	iv.	Three-Month Average	 
	 	 	 	 
	c.	Excess Spread Percentage (Portfolio Yield – Base Rate)	 
	 	i.	Current	 
	 	ii.	Prior Monthly Period	 
	 	iii.	Two Months Prior Monthly Period	 
	 	iv.	Quarterly Excess Spread Percentage	 


 




    	 	Exhibit B (Page 4)	 



     


    

 


	V.	Investor Information Regarding Distributions to Noteholders	 
	 	 	 
	a.	The total amount of the distribution to Class A Noteholders per $1000 Note Initial Principal Balance.	 
	 	 	 
	b.	The amount of the distribution set forth in paragraph a. above in respect of interest on the Class A Notes, per $1000 Note Initial Principal Balance.	 
	 	 	 
	c.	The amount of the distribution set forth in paragraph a. above in respect of principal on the Class A Notes, per $1000 Note Initial Principal Balance.	 
	 	 	 
	d.	The total amount of the distribution to Class B Noteholders per $1000 Note Initial Principal Balance.	 
	 	 	 
	e.	The amount of the distribution set forth in paragraph d. above in respect of interest on the Class B Notes, per $1000 Note Initial Principal Balance.	 
	 	 	 
	f.	The amount of the distribution set forth in paragraph d. above in respect of principal on the Class B Notes, per $1000 Note Initial Principal Balance.	 
	 	 	 
	g.	The total amount of the distribution to Class C Noteholders per $1000 Note Initial Principal Balance.	 
	 	 	 
	h.	The amount of the distribution set forth in paragraph g. above in respect of interest on the Class C Notes, per $1000 Note Initial Principal Balance.	 
	 	 	 
	i.	The amount of the distribution set forth in paragraph g. above in respect of principal on the Class C Notes, per $1000 Note Initial Principal Balance.	 
	 	 	 
	j.	The total amount of the distribution to Class D Noteholders per $1000 Note Initial Principal Balance.	 
	 	 	 
	k.	The amount of the distribution set forth in paragraph j. above in respect of interest on the Class D Notes, per $1000 Note Initial Principal Balance.	 
	 	 	 
	l.	The amount of the distribution set forth in paragraph j. above in respect of principal on the Class D Notes, per $1000 Note Initial Principal Balance.	 
	 	 	 
	VI.	Investor Information	 
	 	 	 
	a.	Class A Note Initial Principal Balance	 
	b.	Class B Note Initial Principal Balance	 
	c.	Class C Note Initial Principal Balance	 
	d.	Class D Note Initial Principal Balance	 




 




    	 	Exhibit B (Page 5)	 



     


    

 


	e.	Initial Excess Collateral Amount	 
	 	 	 
	f.	Initial Collateral Amount	 
	 	 	 
	g.	Class A Note Principal Balance	 
	 	i.	Beginning of Interest Period	 
	 	ii.	Principal Payment	 
	 	iii.	As of Payment Date	 
	 	 	 	 
	h.	Class B Note Principal Balance	 
	 	i.	Beginning of Interest Period	 
	 	ii.	Principal Payment	 
	 	iii.	As of Payment Date	 
	 	 	 	 
	i.	Class C Note Principal Balance	 
	 	i.	Beginning of Interest Period	 
	 	ii.	Principal Payment	 
	 	iii.	As of Payment Date	 
	 	 	 	 
	j.	Class D Note Principal Balance	 
	 	i.	Beginning of Interest Period	 
	 	ii.	Principal Payment	 
	 	iii.	As of Payment Date	 
	 	 	 	 
	k.	Excess Collateral Amount	 
	 	i.	Beginning of Interest Period	 
	 	ii.	Increase in Excess Collateral Amount in connection with the Supplemental Indenture	 
	 	iii.	Reduction in Excess Collateral Amount	 
	 	iv.	As of Payment Date	 
	 	 	 	 
	l.	Collateral Amount	 
	 	i.	Beginning of Interest Period	 
	 	ii.	Increase in Excess Collateral Amount in connection with the Supplemental Indenture	 
	 	iii.	Increase/Decrease in Unreimbursed Investor Charge-Offs	 
	 	iv.	Increase/Decrease in Reallocated Principal Collections	 
	 	v.	Reduction in Excess Collateral Amount	 
	 	vi.	Principal Accumulation Account Deposit	 
	 	vii.	As of Payment Date	 
	 	viii.	Collateral Amount as a Percentage of Note Trust Principal Balance	 
	 	ix.	Amount by which Note Principal Balance exceeds Collateral Amount	 
	 	 	 	 
	m.	Required Excess Collateral Amount	 
	 	 	 
	VII.	Investor Charge-Offs and Reallocated Principal Collections	 
	 	(Section references relate to Indenture Supplement)	 
	 	 	 
	a.	Beginning Unreimbursed Investor Charge-Offs	 


 




    	 	Exhibit B (Page 6)	 



     


    

 


	b.	Current Unreimbursed Investor Defaults	 
	c.	Current Unreimbursed Investor Uncovered Dilution Amount	 
	d.	Current Reimbursement of Investor Charge-Offs pursuant to Section 4.4(a)(viii)	 
	e.	Ending Unreimbursed Investor Charge-Offs	 
	f.	Beginning Unreimbursed Reallocated Principal Collections	 
	g.	Current Reallocated Principal Collections pursuant to Section 4.7	 
	h.	Current Reimbursement of Reallocated Principal Collections pursuant to Section 4.4(a)(viii)	 
	i.	Ending Unreimbursed Reallocated Principal Collections	 
	 	 	 
	VIII.	Investor Percentages –BOP Balance and Series Account Information	 
	 	 	 
	a.	Allocation Percentage Numerator – for Finance Charge Collections and Default Amounts	 
	b.	Allocation Percentage Numerator – for Principal Collections	 
	c.	Allocation Percentage Denominator	 
		i.	Aggregate Principal Receivables Balance as of Prior Monthly Period	 
		ii.	Number of Days at Balance	 
		iii.	Weighted Average Principal Balance	 
	d.	Sum of Allocation Percentage Numerators for all outstanding Series with respect to Finance Charge Collections and Default Amounts	 
	e.	Sum of Allocation Percentage Numerators for all outstanding Series with respect to Principal Collections	 
	f.	Average Daily Allocation Percentage, Finance Charge Collections and Default Amount (a./greater of c.iii. or d.)	 
	g.	Average Daily Allocation Percentage, Principal Collections (b./ greater of c.iii. or e.)	 
	h.	Series Allocation Percentage	 
	 	 	 
	IX.	Collections and Allocations	 





	 	 	Trust	 	Series
	a.	Finance Charge Collections	 	 	 
	b.	Recoveries	 	 	 
	c.	Principal Collections	 	 	 
	d.	Default Amount	 	 	 
	e.	Dilution	 	 	 
	f.	Investor Uncovered Dilution Amount	 	 	 
	g.	Dilution including Fraud Amount	 	 	 
	h.	Available Finance Charge Collections	 	 	 
	 	i.	Investor Finance Charge Collections	 	 	 
	 	ii.	Excess Finance Charge Collections allocable to Series 2016-3	 	 	 
	 	iii.	Principal Accumulation Account Investment Proceeds	 	 	 


 




    	 	Exhibit B (Page 7)	 



     


    

 


	 	iv.	Investment earnings in the Reserve Account	 
	 	v.	Reserve Account Draw Amount	 
	 	vi.	Net Swap Receipts	 
	 	vii.	Recoveries	 
	i.	Available Finance Charge Collections (Sum of h.i through h.vii)	 
	j.	Total Collections (c. Series + i.)	 
	k.	Total Finance Charge Collections deposited in the Collection Account (net of any amounts distributed to Transferor and owed to Servicer)	 
	 	 	 
	X.	Application of Available Funds pursuant to Section 4.4(a) of the Indenture Supplement	 
	 	 	 
	a.	Available Finance Charge Collections	 
	 	i.	On a pari passu basis:	 
	 	 	a.	Payment to the Indenture Trustee, to a maximum of $25,000	 
	 	 	b.	Payment to the Trustee, to a maximum of $25,000	 
	 	 	c.	Payment to the Administrator, to a maximum of $25,000	 
	 	 	 	 	 
	 	ii.	To the Servicer:	 
	 	 	a.	Noteholder Servicing Fee	 
	 	 	b.	Noteholder Servicing Fee previously due but not paid	 
	 	 	c.	Total Noteholder Servicing Fee	 
	 	 	 	 	 
	 	iii.	On a pari passu basis:	 
	 	 	a.	Class A Monthly Interest	 
	 	 	b.	Class A Deficiency Amount	 
	 	 	c.	Class A Additional Interest	 
	 	 	d.	Class A Additional Interest not paid on prior Payment Date	 
	 	 	 	 	 
	 	iv.	On a pari passu basis:	 
	 	 	a.	Class B Monthly Interest	 
	 	 	b.	Class B Deficiency Amount	 
	 	 	c.	Class B Additional Interest	 
	 	 	d.	Class B Additional Interest not paid on prior Payment Date	 
	 	 	 	 	 
	 	v.	On a pari passu basis:	 
	 	 	a.	Class C Monthly Interest	 
	 	 	b.	Class C Deficiency Amount	 
	 	 	c.	Class C Additional Interest	 
	 	 	d.	Class C Additional Interest not paid on prior Payment Date	 
	 	 	 	 	 
	 	vi.	On a pari passu basis:	 
	 	 	a.	Class D Monthly Interest	 


 




    	 	Exhibit B (Page 8)	 



     


    

 


	 	 	b.	Class D Deficiency Amount	 
	 	 	c.	Class D Additional Interest	 
	 	 	d.	Class D Additional Interest not paid on prior Payment Date	 
	 	 	 	 	 
	 	vii.	To be treated as Available Principal Collections	 
	 	 	a.	Aggregate Investor Default Amount	 
	 	 	b.	Aggregate Investor Uncovered Dilution Amount	 
	 	 	 	 	 
	 	viii.	To be treated as Available Principal Collections, to the extent not previously reimbursed	 
	 	 	a.	Investor Charge-offs	 
	 	 	b.	Reallocated Principal Collections	 
	 	 	 	 	 
	 	ix.	Excess of Required Reserve Account Amount Over Available Reserve Account Amount	 
	 	 	 	 
	 	x.	Amounts required to be deposited to the Spread Account or Reserve Account	 
	 	 	 	 
	 	xi.	To be treated as Available Principal Collections: Series Allocation Percentage of Minimum Free Equity Shortfall	 
	 	 	 	 
	 	xii.	Unless an Early Amortization Event has occurred, amounts that have not been paid pursuant to (a)(i) above	 
	 	 	 	 
	 	xiii.	The balance, if any, will constitute a portion of Excess Finance Charge Collections for such Payment Date and first will be available for allocation to other Series in Group One and, then:	 
	 	 	a.	Unless an Early Amortization Event has occurred, to the Transferor; or	 
	 	 	b.	If an Early Amortization Event has occurred, first, to pay Monthly Principal in accordance with Section 4.4(c) of the Indenture Supplement to the extent not paid in full from Available Principal Collections (calculated without regard to amounts available to be treated as Available Principal Collections pursuant to this clause), second, to pay on a pari passu basis any amounts owed to such Persons listed in clause (a)(i) above that have been allocated to Series 2016-3 in accordance with Section 8.4(d) of the Indenture and that have not been paid pursuant to clauses (a)(i) and (a)(xii) above, and, third, any amounts remaining after payment in full of the Monthly Principal and amounts owed to such Persons listed in clause (a)(i) above shall be paid to the Issuer.	 
	 	 	 	 	 
	XI.	Excess Finance Charge Collections (Group One)	 
	 	 	 
	a.	Total Excess Finance Charge Collections in Group One	 


 




    	 	Exhibit B (Page 9)	 



     


    

 


	b.	Finance Charge Shortfall for Series 2016-3	 
	 	 	 
	c.	Finance Charge Shortfall for all Series in Group One	 
	 	 	 
	d.	Excess Finance Charges Collections Allocated to Series 2016-3	 
	 	 	 
	XII.	Available Principal Collections and Distributions (Section references relate to Indenture Supplement)	 
	 	 	 
	a.	Investor Principal Collections	 
	 	 	 
	b.	Less: Reallocated Principal Collections for the Monthly Period pursuant to Section 4.7	 
	 	 	 
	c.	Plus: Shared Principal Collections allocated to this Series	 
	 	 	 
	d.	Plus: Aggregate amount to be treated as Available Principal Collections pursuant to Section 4.4(a)(vii)	 
	 	 	 
	e.	Plus: Aggregate amount to be treated as Available Principal Collections pursuant to Section 4.4(a)(viii)	 
	 	 	 
	f.	Plus: During an Early Amortization Period, the amount of Available Finance Charge Collections used to pay principal on the Notes pursuant to Section 4.4(a)(xiv)	 
	 	 	 
	g.	Available Principal Collections (Deposited to Principal Account)	 
	 	i.	During the Revolving Period, Available Principal Collections treated as Shared Principal Collections pursuant to Section 4.4(b)	 
	 	ii.	During the Controlled Accumulation Period, Available Principal Collections deposited to the Principal Accumulation Account pursuant to Section 4.4(c)(i), (ii)	 
	 	iii.	During the Early Amortization Period, Available Principal Collections deposited to the Distribution Account pursuant to Section 4.4(c)	 
	 	iv.	Series Shared Principal Collections available to Group One pursuant to Section 4.4(c)(iii)	 
	 	v.	Principal Distributions pursuant to Section 4.4(e) in order of priority	 
	 	 	a.	Principal paid to Class A Noteholders	 
	 	 	b.	Principal paid to Class B Noteholders	 
	 	 	c.	Principal paid to Class C Noteholders	 
	 	 	d.	Principal paid to Class D Noteholders	 
	 	vi.	Total Principal Collections Available to Share (Inclusive of Series 2016-3)	 
	 	vii.	Series Principal Shortfall	 
	 	viii.	Shared Principal Collections allocated to this Series from other Series	 


 




    	 	Exhibit B (Page 10)	 



     


    

 


	XIII.	Series 2016-3 Accumulation	 
	 	 	 
	a.	Controlled Accumulation Period Length in months (scheduled)	 
	 	 	 
	b.	Controlled Accumulation Amount	 
	 	 	 
	c.	Controlled Deposit Amount	 
	 	 	 
	d.	Accumulation Shortfall	 
	 	 	 
	e.	Principal Accumulation Account Balance	 
	 	i.	Beginning of Interest Period	 
	 	ii.	Controlled Deposit Amount	 
	 	iii.	Withdrawal for Principal Payment	 
	 	iv.	As of Payment Date	 
	 	 	 	 
	XIV.	Reserve Account Funding (Section references relate to Indenture Supplement)	 
	 	 	 
	a.	Reserve Account Funding Date (scheduled)	 
	 	 	 
	b.	Required Reserve Account Amount (0.50% of Note Principal Balance beginning on Reserve Account Funding Date)	 
	 	 	 
	c.	Beginning Available Reserve Account Amount	 
	 	 	 
	d.	Reserve Draw Amount	 
	 	 	 
	e.	Deposit pursuant to 4.4(a)(ix) the excess of b. over c.	 
	 	 	 
	f.	Withdrawal for Reserve Account Surplus paid to Transferor pursuant to Section 4.10(d)	 
	 	 	 
	g.	Withdrawal for Reserve Account Surplus paid to Transferor pursuant to Section 4.10(e)	 
	 	 	 
	h.	Ending Available Reserve Account Amount	 
	 	 	 
	XV.	Spread Account Funding (Section references relate to Indenture Supplement)	 
	 	 	 
	a.	Spread Account Percentage	 
	 	 	 
	b.	Required Spread Account Amount	 
	 	 	 
	c.	Beginning Available Spread Account Amount	 
	 	 	 
	d.	Withdrawal pursuant to 4.11(a) – Section 4.4(a)(vi) Shortfall	 
	 	 	 
	e.	Withdrawal pursuant to 4.11(b) – Class D Expected Principal Payment Date	 
	 	 	 
	f.	Withdrawal pursuant to 4.11(c) – Early Amortization Event	 
	 	 	 
	g.	Withdrawal pursuant to 4.11(d) – Event of Default	 
	 	 	 
	h.	Deposit pursuant to 4.4(a)(x) – Spread Account Deficiency	 


 




    	 	Exhibit B (Page 11)	 



     


    

 


	i.	Withdrawal pursuant to 4.11(f) – Spread Account Surplus Amount	 
	 	 	 
	j.	Ending Available Spread Account Amount	 
	 	 	 
	XVI.	Series Early Amortization Events	 
	 	 	 
	a.	The Free Equity Amount is less than the Minimum Free Equity Amount	 
	 	Free Equity:	 
	 	i.	Free Equity Amount	 
	 	ii.	Minimum Free Equity Amount	 
	 	iii.	Excess Free Equity Amount	 
	 	 	 	 
	b.	The Note Trust Principal Balance is less than the Required Principal Balance Note Trust Principal Balance:	 
	 	i.	Note Trust Principal Balance	 
	 	ii.	Required Principal Balance	 
	 	iii.	Excess Principal Balance	 
	 	 	 	 
	c.	The three-month Average Portfolio Yield is less than three-month average Base Rate Portfolio Yield:	 
	 	i.	Three month Average Portfolio Yield	 
	 	ii.	Three month Average Base Rate	 
	 	iii.	Three Month Average Excess Spread	 
	 	 	 	 
	d.	The Note Principal Balance is outstanding beyond the Expected Principal Payment Date	 
	 	i.	Expected Principal Payment Date	 
	 	ii.	Current Payment Date	 
	 	 	 	 
	e.	Are there any material modifications, extensions or waivers to pool asset terms, fees, penalties or payments?	 
	 	 	 
	f.	Are there any material breaches or pool of assets representations and warranties or covenants?	 
	 	 	 
	g.	Are there any material changes in criteria used to originate, acquire, or select new pool assets?	 
	 	 	 
	h.	Has an early amortization event occurred?	 


 


IN WITNESS WHEREOF,
the undersigned has duly executed this Monthly Noteholder’s Statement as of the ___ day of _____________.


 


	 	SYNCHRONY FINANCIAL, as Servicer
	 	 	 
	 	By:	                    
	 	Name:
	 	Title:


 




    	 	Exhibit B (Page 12)	 



     


    

 


SCHEDULE I



PERFECTION REPRESENTATIONS, WARRANTIES

AND COVENANTS (WITH RESPECT TO RECEIVABLES)


 


(a)          In addition
to the representations, warranties and covenants contained in the Indenture, the Issuer hereby represents, warrants and covenants
to the Indenture Trustee as follows as of the Closing Date:


 


(1)          The Indenture
creates a valid and continuing security interest (as defined in the applicable UCC) in the Receivables in favor of the Indenture
Trustee, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from
the Issuer.


 


(2)          The Receivables
constitute either “accounts” or “general intangibles” within the meaning of the applicable UCC.


 


(3)          The Issuer owns
and has good and marketable title to the Receivables free and clear of any Lien, claim or encumbrance of any Person.


 


(4)          There are no
consents or approvals required for the pledge of the Receivables to the Indenture Trustee pursuant to the Indenture.


 


(5)          The Issuer (or
the Administrator on behalf of the Issuer) has caused the filing of all appropriate financing statements in the proper filing office
in the appropriate jurisdictions under applicable law in order to perfect the security interest granted to the Indenture Trustee
under the Indenture in the Receivables.


 


(6)          Other than the
pledge of the Receivables to the Indenture Trustee pursuant to the Indenture, the Issuer has not pledged, assigned, sold, granted
a security interest in, or otherwise conveyed the Receivables. The Issuer has not authorized the filing of and is not aware of
any financing statements against the Issuer that include a description of the Receivables, except for the financing statement filed
pursuant to the Indenture.


 


(7)          Notwithstanding
any other provision of the Indenture, the representations and warranties set forth in this Schedule I shall be continuing,
and remain in full force and effect, until such time as the Series 2016-3 Notes are retired.


 


(b)          The Indenture
Trustee covenants that it shall not, without satisfying the Rating Agency Condition, waive a breach of any representation or warranty
set forth in this Schedule I.


 


(c)          The Issuer covenants
that in order to evidence the interests of the Issuer and the Indenture Trustee under the Indenture, the Issuer shall take such
action, or execute and deliver such instruments as may be necessary or advisable (including, without limitation, such actions as
are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee’s security
interest in the Receivables.


 




    	 	Schedule I (Page 1)