Exhibit 4.3


 


EXECUTION VERSION


 


INSTRUMENT OF
RESIGNATION, APPOINTMENT AND ACCEPTANCE and THIRD AMENDMENT TO SERVICING
AGREEMENT (this “Agreement”), dated as of May 22, 2008, by and
among GE CAPITAL CREDIT CARD MASTER NOTE TRUST, a Delaware statutory trust (“Owner”),
GE MONEY BANK, a federal savings bank organized under the laws of the United
States (the “Resigning Servicer”), and GENERAL ELECTRIC CAPITAL
CORPORATION, a Delaware corporation (the “Successor Servicer”).


 


RECITALS


 


WHEREAS, Owner and
Resigning Servicer are parties to a Servicing Agreement dated as of June 27,
2003 (as amended, the “Servicing Agreement”);


 


WHEREAS, the
Resigning Servicer wishes to resign as Servicer under the Servicing Agreement;
the Owner wishes to appoint the Successor Servicer to succeed the Resigning
Servicer as Servicer under the Servicing Agreement; and the Successor Servicer
wishes to accept appointment as Servicer under the Servicing Agreement; and


 


WHEREAS, the Owner
and the Successor Servicer desire to amend the Servicing Agreement as set forth
herein;


 


NOW, THEREFORE, in
consideration of the mutual covenants and promises herein, the receipt and
sufficiency of which is hereby acknowledged, the Owner, the Resigning Servicer
and the Successor Servicer agree as follows:


 


ARTICLE ONE


THE RESIGNING SERVICER


 


Section 1.               Definitions.  Capitalized
terms used in this Agreement and not otherwise defined herein are used as
defined in the Servicing Agreement.


 


Section 2.               Resignation.  Pursuant to Section 6.1 of the
Servicing Agreement, the Resigning Servicer hereby notifies the Owner that the
Resigning Servicer is hereby resigning as Servicer under the Servicing
Agreement.  The Owner hereby consents to
the resignation of the Resigning Servicer. 
Notwithstanding the resignation of the Resigning Servicer, the Resigning
Servicer, at the request of Owner, shall deliver the reports and fulfill the
other obligations of the Servicer described in Sections 2.8 and 2.9
of the Servicing Agreement as they relate to the period during which the Resigning
Servicer was acting as Servicer.


 


Section 3.               Appointment.  The Owner hereby appoints the Successor
Servicer as Servicer under the Servicing Agreement and confirms to the
Successor Servicer all the rights, powers, trusts and duties of the Servicer under
the Servicing Agreement.


 


Section 4.               Acceptance
of Appointment.  (a)  The
Successor Servicer hereby accepts its appointment as Servicer under the
Servicing Agreement and agrees to perform the duties and obligations set forth
therein and shall hereby be vested with all the rights, powers, trusts and
duties of the Servicer under the Servicing Agreement.


 


                                (b)  This
Agreement shall not constitute (i) a waiver by any of the parties hereto
of any obligation or liability which Resigning Servicer may have incurred in
connection with its 


 


 


 

















 


 


services as
Servicer under the Servicing Agreement or (ii) an assumption by Successor
Servicer of any liability of Resigning Servicer arising out of a breach by
Resigning Servicer of its duties under the Servicing Agreement.  This Agreement does not constitute a waiver
or assignment by Resigning Servicer of any compensation, reimbursement,
expenses or indemnity to which it is or may be entitled pursuant to the
Servicing Agreement.


 


Section 5.               Servicing
Agreement Amendment.  The Servicing
Agreement is hereby amended as follows:


 


(a)  The
reference to “GE Money Bank” where it appears in Section 2.10 of
the Servicing Agreement is hereby replaced with “General Electric Capital
Corporation.”


 


(b) The term “bank”
is replaced with “corporation” where it appears in Section 3.1(a) of
the Servicing Agreement.


 


Section 6.               Representations
of Successor Servicer.  The Successor
Servicer hereby represents and warrants to the Resigning Servicer and to the
Owner that:


 


                (i)  The Successor Servicer
is qualified and eligible under Section 6.2 of the Servicing
Agreement to act as Servicer under the Servicing Agreement.


 


                (ii)  This Agreement has
been duly authorized, executed and delivered on behalf of the Successor
Servicer and constitutes its legal, valid and binding obligation.


 


Section 7.               No
Proceedings.  From and after the date
hereof and until the date one year plus one day following the date on which the
outstanding balances of all Transferred Receivables have been reduced to zero,
the Successor Servicer shall not, directly or indirectly, institute or cause to
be instituted against the Owner a case under any Debtor Relief Law; provided that the foregoing shall not in any
way limit the Successor Servicer’s right to pursue any other creditor rights or
remedies that the Successor Servicer may have under any applicable law.


 


Section 8.               Notices.  For the purposes of Section 8.1
of the Servicing Agreement, all notices, whether faxed or mailed, will be
deemed received as provided in Section 8.1 of the Servicing
Agreement when sent pursuant to the following instructions:


 


                TO THE RESIGNING
SERVICER:


 


GE Money Bank


4246 South Riverboat Road


Salt Lake City, Utah 84123


Attn: President


 


                TO THE SUCCESSOR SERVICER:


 


General
Electric Capital Corporation


 


 


 


 

















 


 


777 Long Ridge Road,
Building B, 3rd Floor


Stamford, Connecticut
06927


 


                TO THE OWNER:


 


GE
Capital Credit Card Master Note Trust


101 Barclay Street, Floor
8 West (ABS Unit)

New York, New York
10286


Attn:  Asset Backed Securities


 


With
a copy to:


 


General
Electric Capital Corporation


777 Long Ridge Road,
Building B, 3rd Floor

Stamford, Connecticut 06927


 


Section 9.               Limitation
of Liability of the Trustee. 
Notwithstanding anything contained herein to the contrary, this
instrument has been countersigned by BNYM (Delaware), not in its individual
capacity but solely in its capacity as Trustee of the Owner, and in no event
shall BNYM (Delaware), in its individual capacity, or any beneficial owner of
the Owner have any liability for the representations, warranties, covenants,
agreements or other obligations of the Owner hereunder, as to all of which
recourse shall be had solely to the assets of the Owner.  For all purposes of this Agreement, in the
performance of any duties or obligations of the Owner thereunder, the Trustee
shall be subject to, and entitled to the benefits of, the terms and provisions
of the Trust Agreement, including Article VII.


 


Section 10.             Miscellaneous.  (a)  This Agreement and the resignation,
appointment and acceptance effected hereby shall be effective as of the opening
of business on the date first above written.


 


                                (b)  THIS
AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL IN ALL RESPECTS,
INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, BE GOVERNED
BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE
STATE OF NEW YORK (INCLUDING SECTION 5-1401(1) OF THE GENERAL
OBLIGATIONS LAW, BUT WITHOUT REGARD TO ANY OTHER CONFLICT OF LAW PROVISIONS
THEREOF) AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.


 


                                (c)  This
Agreement may be executed in any number of counterparts each of which shall be
an original, but such counterparts shall together constitute but one and the
same Agreement.  Delivery of an executed
counterpart of this Agreement by telefacsimile or other electronic method of
transmission shall be equally as effective as delivery of an original executed
counterpart of this Agreement.


 


[Signature pages follow.]


 


 


 


 


 


 

















 


 


                                IN WITNESS
WHEREOF, the parties hereto have caused this Instrument of Resignation,
Appointment and Acceptance and Third Amendment to Servicing Agreement to be
duly executed as of the day and year first above written.


 


 


	
   

  	
  GE CAPITAL CREDIT CARD MASTER 

  NOTE TRUST

  
	
   

  	
   

  
	
   

  	
  By:

  	
  BNYM (Delaware), not in its individual capacity, but
  solely on behalf of the Owner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James Ambagis

  
	
   

  	
   

  	
  Name:

  	
  James Ambagis

  
	
   

  	
   

  	
  Title:

  	
  Assistant Vice President

  



 


 


 


 


 

















 


 


 


	
   

  	
  GE MONEY BANK, as Resigning Servicer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brent P. Wallace

  
	
   

  	
   

  	
  Name:

  	
  Brent P. Wallace

  
	
   

  	
   

  	
  Title:

  	
  President and Chief Executive Officer

  



 


 


 


 


 


 

















 


 


 


	
   

  	
  GENERAL ELECTRIC CAPITAL 

  CORPORATION, as Successor Servicer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert C. Green

  
	
   

  	
   

  	
  Name:

  	
  Robert C. Green

  
	
   

  	
   

  	
  Title:

  	
  Vice President