EXECUTION VERSION







 


INSTRUMENT OF RESIGNATION,
APPOINTMENT AND ACCEPTANCE (this “Agreement”), dated as of July 16, 2014, by and among GE CAPITAL CREDIT CARD
MASTER NOTE TRUST, a Delaware statutory trust (“Trust”), BNY MELLON TRUST OF DELAWARE, as trustee (“Trustee”),
GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (the “Resigning Administrator”), and SYNCHRONY
FINANCIAL, a Delaware corporation (the “Successor Administrator”).


 


RECITALS


 


WHEREAS, Trust, Trustee
and Resigning Administrator are parties to a Administration Agreement dated as of September 25, 2003 (as amended, the “Administration
Agreement”); and


 


WHEREAS, the Resigning
Administrator wishes to resign as Administrator under the Administration Agreement; the Trust wishes to appoint the Successor Administrator
to succeed the Resigning Administrator as Administrator under the Administration Agreement; and the Successor Administrator wishes
to accept appointment as Administrator under the Administration Agreement.


 


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


 


ARTICLE ONE


THE RESIGNING ADMINISTRATOR


 


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


 


Section 2. Resignation.  Pursuant to Section 8 of the Administration Agreement, the Resigning
Administrator hereby notifies the Trust that the Resigning Administrator is hereby resigning as Administrator under the
Administration Agreement, effective as of the Effective Date. The Trust hereby consents to the resignation of the Resigning
Administrator and waives the requirement to provide prior written notice of such resignation pursuant to Section 8(b)
of the Administration Agreement.


 


Section 3.Appointment.
The Trust hereby appoints the Successor Administrator as Administrator under the Administration Agreement, effective as of the
Effective Date, and confirms to the Successor Administrator all the rights, powers, trusts and duties of the Administrator under
the Administration Agreement.


 


Section 4. Acceptance
of Appointment. (a) The Successor Administrator hereby accepts its appointment as Administrator under the Administration Agreement,
effective as of the Effective Date, 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 Administrator under the Administration Agreement.


 






    	 



    	 



    

 


(b) This Agreement shall
not constitute (i) a waiver by any of the parties hereto of any obligation or liability which Resigning Administrator may have
incurred in connection with its performance as Administrator under the Administration Agreement or (ii) an assumption by Successor
Administrator of any liability of Resigning Administrator arising out of a breach by Resigning Administrator of its duties under
the Administration Agreement. This Agreement does not constitute a waiver or assignment by Resigning Administrator of any compensation,
reimbursement, expenses or indemnity to which it is or may be entitled pursuant to the Administration Agreement.


 


Section 5. Waiver.
Each of the Trust, the Resigning Administrator, in its capacity as Servicer, and Deutsche Bank Trust Company Americas, as Indenture
Trustee, hereby waives the requirement to provide prior written notice of the Resigning Administrator’s resignation pursuant
to Section 8(e) of the Administration Agreement.


 


Section 6. Representations
of Successor Administrator. The Successor Administrator hereby represents and warrants to the Resigning Administrator and to
the Trust that this Agreement has been duly authorized, executed and delivered on behalf of the Successor Administrator 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
Balance of all Transferred Receivables have been reduced to zero, the Successor Administrator shall not, directly or indirectly,
institute or cause to be instituted against the Trust any proceeding of the type referred to in the definition of “Insolvency
Event”; provided that the foregoing shall not in any way limit the Successor Administrator’s right to pursue
any other creditor rights or remedies that the Successor Administrator may have under any applicable law.


 


Section 8. Notices.
For the purposes of Section 10 of the Administration Agreement, all notices, whether faxed or mailed, will be deemed received
as provided in Section 10 of the Administration Agreement when sent pursuant to the following instructions:


 


TO THE RESIGNING ADMINISTRATOR:


 


General
Electric Capital Corporation


201 High Ridge Road


Stamford,
Connecticut 06927


Attention:
Legal Department


Fred.Robustelli@ge.com


vikas.anand@ge.com


 


With
a copy to:


 


General
Electric Capital Corporation


201
Merrit 7


Norwalk,
Connecticut 06851


Attention:
Capital Markets - Securitization


tom.davidson@ge.com


Michael.Paolillo@ge.com


 






    	 	Instrument
                                         of Resignation and

                                         Appointment –Administrator



    	 



    

 


TO THE SUCCESSOR ADMINISTRATOR:


 


Synchrony Financial


777 Long Ridge Road, Building B, 3rd Floor


Stamford, Connecticut 06927


Attention: Treasury


daniel.ro@ge.com


andrew.lee@ge.com


 


TO THE TRUST:


 


GE Capital Credit Card Master Note Trust


c/o BNY Mellon Trust of Delaware


Bellevue Park Corporate Center


301 Bellevue Parkway, 3rd Floor


Wilmington, Delaware 19809


 


With a copy to:


 


Synchrony Financial


777 Long Ridge Road, Building B, 3rd Floor


Stamford, Connecticut 06927


Attention: Treasury


daniel.ro@ge.com


andrew.lee@ge.com


 


Section 9. Limitation
of Liability of the Trustee. It is expressly understood and agreed by the parties hereto that (a) this document is executed
and delivered by BNY Mellon Trust of Delaware, not individually or personally, but solely as Trustee of the Trust, (b) each of
the representations, undertakings and agreements herein made on the part of the Trust is made and intended not as a personal representation,
undertaking and agreement by BNY Mellon Trust of Delaware but is made and intended for the purpose of binding only the Trust, (c)
nothing herein contained shall be construed as creating any liability on BNY Mellon Trust of Delaware, individually or personally,
to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the
parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall BNY Mellon
Trust of Delaware be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach
or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this document.


 


Section 10. Miscellaneous.
(a) This Agreement and the resignation, appointment and acceptance effected hereby shall be effective as of the opening of business
on July 22, 2014 (the “Effective Date”); provided, that (i) each of the Trust, the Trustee, the Resigning
Administrator and the Successor Administrator shall have executed a counterpart of this Agreement and (ii) the Rating Agency Condition
shall have been satisfied.


 






    	 	 	Instrument of Resignation and
 Appointment –Administrator



    	 



    

 


(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.]


 






    	 	 	Instrument of Resignation and
 Appointment –Administrator



    	 



    







 





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


 


 


	 	 	GE CAPITAL
    CREDIT CARD MASTER
 NOTE TRUST
	 	 	 	 	 
	 	 	By:	 	BNY Mellon Trust of Delaware,
    not in its

 individual capacity, but solely on behalf

 of the Trust
	 	 	 	 	 
		 	By:	 	/s/ Kristine
    K. Gullo
	 	 	 	 	Name: Kristine K. Gullo
	 	 	 	 	Title: Vice President




 






    	 	 	Instrument of Resignation and
 Appointment –Administrator



    	 



    







 


	 	 	BNY
    MELLON TRUST OF DELAWARE, not 
 in its individual capacity, but solely on behalf of
 the Trust
	 	 	 	 	 
		 	By:	 	/s/
    Kristine K. Gullo
	 	 	 	 	Name:
    Kristine K. Gullo
	 	 	 	 	Title:
    Vice President




 






    	 	 	Instrument of Resignation and
 Appointment –Administrator



    	 



    







 


	 	 	GENERAL ELECTRIC CAPITAL
 CORPORATION, as Resigning Administrator
	 	 	 	 	 
		 	By:	 	/s/
    Brian Doubles
	 	 	 	 	Name:
    Brian Doubles
	 	 	 	 	Title:
    Vice President




 






    	 	 	Instrument of Resignation and
 Appointment –Administrator



    	 



    

 


	 	 	SYNCHRONY
    FINANCIAL, as Successor

    Administrator
	 	 	 	 	 
		 	By:	 	/s/ Brian
    Doubles
	 	 	 	 	Name: Brian Doubles
	 	 	 	 	Title: Chief Financial
    Officer




 






    	 	 	Instrument of Resignation and
 Appointment –Administrator



    	 



    










 


Solely for the purposes of the waiver set
forth in Section 5 of this Agreement:


 


	 	 	DEUTSCHE BANK TRUST COMPANY
 AMERICAS, as Indenture Trustee
	 	 	 	 	 
		 	By:	 	/s/
    Louis Bodi
	 	 	 	 	Name:
    Louis Bodi
	 	 	 	 	Title:
    Vice President
	 	 	 	 	 
	 	 	By:	 	/s/
    Mark Esposito
	 	 	 	 	Name:
    Mark Esposito
	 	 	 	 	Title:
    Assistant Vice President




 






    	 	 	Instrument of Resignation and
 Appointment –Administrator