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