Exhibit 4.1


EXECUTION VERSION


 


INSTRUMENT OF RESIGNATION,
APPOINTMENT AND ACCEPTANCE (this “Agreement”), dated as of December 2, 2015, by and among Synchrony
Credit Card Master Note Trust (formerly known as GE Capital Credit Card Master Note
Trust), a Delaware statutory trust (“Owner”), GENERAL ELECTRIC CAPITAL LLC, a Delaware limited liability
company (formerly known as General Electric Capital Corporation, the “Resigning Servicer”) and SYNCHRONY FINANCIAL,
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 its appointment as Servicer under
the Servicing Agreement; and


 


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(d) of the Servicing Agreement, the Resigning Servicer hereby notifies the Owner that the Resigning
Servicer is hereby resigning as Servicer under the Servicing Agreement, effective as of the Effective Time. The Owner hereby consents
to the resignation of the Resigning Servicer.


 


Section 3.          Appointment.
Effective as of the Effective Time, 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, effective
as of the Effective Time, 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.


 






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Section 5.          Cooperation
Regarding Annual Reporting for 2015. Notwithstanding the resignation of the Resigning Servicer, the Resigning Servicer 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. Notwithstanding the termination
of the Sub-servicing Agreement dated as of July 30, 2014 (the “Sub-Servicing Agreement”), between the Resigning
Servicer and the Successor Servicer, the Successor Servicer will deliver to Resigning Servicer a representation letter substantially
in the form attached to the Sub-Servicing Agreement as Exhibit B, and shall provide, upon request of the Resigning Servicer, any
and all reports, certifications, records, attestations and other information necessary in the good faith determination of the Resigning
Servicer to permit the Resigning Servicer to comply with Sections 2.8 and 2.9 of the Servicing Agreement with respect to the period
during which the Resigning Servicer was acting as Servicer.


 


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


 


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


 


(b)  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
by the Successor Servicer as provided in Section 8.1 of the Servicing Agreement when sent pursuant to the following instructions:


 


Synchrony Financial


777 Long Ridge Road, Building B

Stamford, Connecticut 06927


Attention: Treasurer


 


Section 9.          Limitation
of Liability of the Trustee. Notwithstanding anything contained herein to the contrary, this instrument has been countersigned
by BNY Mellon Trust of Delaware, not in its individual capacity but solely in its capacity as Trustee of the Owner, and in no event
shall BNY Mellon Trust of 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.


 






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(c)          In
furtherance of the foregoing resignation, appointment and acceptance, each reference in the Servicing Agreement to General Electric
Capital Corporation or GE Capital, as Servicer, shall be deemed to be a reference to Synchrony Financial, as Successor Servicer,
including, without limitation, the references thereto in clause (a) of Section 1.2 and Section 2.10 of the Servicing Agreement.


 


Section 10.         Miscellaneous.
(a) This Agreement is entered into and the resignation, appointment and acceptance effected hereby shall be effective as of 1:00
a.m. (New York time) on December 2, 2015 (the “Effective Time”); provided, that (i) each of the Owner,
the Resigning Servicer and the Successor Servicer shall have executed a counterpart to this Agreement, and (ii) the Successor Servicer
shall have entered into an Established Servicer Performance Guaranty and shall have delivered a copy thereof to the Owner.


 


(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.]


 




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IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed as of the date first written above.


 


	 	SYNCHRONY CREDIT CARD MASTER NOTE TRUST
	 	 
	 	By: BNY Mellon Trust of

Delaware, not in its individual capacity,

but solely on behalf of the Owner
	 	 
	 	By:	/s/ Kristine K. Gullo
	 	 	Name: Kristine K. Gullo
	 	 	Title: Vice President


 




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	 	SYNCHRONY FINANCIAL, as Successor Servicer
	 	 
	 	By:	/s/ Eric Duenwald
	 	 	Name: Eric Duenwald
	 	 	Title: Treasurer



 



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	 	GENERAL ELECTRIC CAPITAL LLC, as Resigning Servicer
	 	 
	 	By:	/s/ Thomas A. Davidson
	 	 	Name: Thomas A. Davidson
	 	 	Title:  Authorized Signatory



 







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