5. The Asserting Party has assessed compliance with the Applicable Servicing Criteria by eachof the Asserting Party and the Affiliated Subservicers for the Reporting Period and hasconcluded that it and each such party has complied, in all material respects, with theApplicable Servicing Criteria as of December 31, 2010 and for the Reporting Period withrespect to the Platform taken as a whole;6. The Asserting Party has not identified and is not aware of any material instance ofnoncompliance by the Vendor with the Applicable Servicing Criteria as of December 31, 2010 andfor the Reporting Period with respect to the Platform taken as a whole;7. The Asserting Party has not identified any material deficiency in its policies and proceduresto monitor the compliance by the Vendor with the Applicable Servicing Criteria as of December31, 2010 and for the Reporting Period with respect to the Platform taken as a whole; and8. PricewaterhouseCoopers LLP, an independent registered public accounting firm, has issued anattestation report for the Platform on the Asserting Party’s assessment of compliance with theApplicable Servicing Criteria as of December 31, 2010 and for the Reporting Period.         By:  /s/Mark C. Simner    Name:  Mark C. Simner    Title:  Vice President, American ExpressTravel Related Services Company, Inc.  Date:    March  28, 2011   
 

 
APPENDIX A             **APPLICABLE**      **SERVICING CRITERIA**        **Performed by**        **Vendor(s)**      **Performed** **for which**      **Directly** **Asserting**      **by** **Party is the** **INAPPLICABLE****SERVICING CRITERIA** **Asserting** **Responsible** **SERVICING****Reference** **Criteria** **Party** **Party** **CRITERIA**  **General Servicing Considerations**               1122(d)(1)(i) Policies and procedures are instituted to monitor anyperformance or other triggers and events of defaultin accordance with the transaction agreements. **X**             1122(d)(1)(ii) If any material servicing activities are outsourced tothird parties, policies and procedures are instituted tomonitor the third party’s performance andcompliance with such servicing activities. **X**             1122(d)(1)(iii) Any requirements in the transaction agreements tomaintain a back-up servicer for the pool assets aremaintained.     **X**         1122(d)(1)(iv) A fidelity bond and errors and omissions policy is ineffect on the party participating in the servicingfunction throughout the reporting period in theamount of coverage required by and otherwise inaccordance with the terms of the transactionagreements.     **X**           **Cash Collection and Administration**               1122(d)(2)(i) Payments on pool assets are deposited into theappropriate custodial bank accounts and related bankclearing accounts no more than two business daysfollowing receipt, or such other number of daysspecified in the transaction agreements. **X**             1122(d)(2)(ii) Disbursements made via wire transfer on behalf ofan obligor or to an investor are made only byauthorized personnel. **X**             1122(d)(2)(iii) Advances of funds or guarantees regardingcollections, cash flows or distributions, and anyinterest or other fees charged for such advances, aremade, reviewed and approved as specified in thetransaction agreements.     **X**         1122(d)(2)(iv) The related accounts for the transaction, such as cashreserve accounts or accounts established as a form ofovercollateralization, are separately maintained (e.g.,with respect to commingling of cash) as set forth inthe transaction agreements.     **X**         1122(d)(2)(v) Each custodial account is maintained at a federallyinsured depository institution as set forth in thetransaction agreements. For purposes of thiscriterion, “federally insured depository institution”with respect to a foreign financial institution means aforeign financial institution that meets therequirements of Rule 13k-1(b)(1) of the SecuritiesExchange Act. **X**             1122(d)(2)(vi) Unissued checks are safeguarded so as to preventunauthorized access.     **X**
 

 
             **APPLICABLE**      **SERVICING CRITERIA**        **Performed by**        **Vendor(s)**        **for which**      **Performed** **Asserting**      **Directly** **Party is the** **INAPPLICABLE****SERVICING CRITERIA** **by** **Responsible** **SERVICING****Reference** **Criteria** **Asserting Party** **Party** **CRITERIA**1122(d)(2)(vii) Reconciliations are prepared on amonthly basis for allasset-backed securities relatedbank accounts, includingcustodial accounts and relatedbank clearing accounts. Thesereconciliations are (A)mathematically accurate; (B)prepared within 30 calendar daysafter the bank statement cutoffdate, or such other number ofdays specified in the transactionagreements; (C) reviewed andapproved by someone other thanthe person who prepared thereconciliation; and (D) containexplanations for reconcilingitems. These reconciling itemsare resolved within 90 calendardays of their originalidentification, or such othernumber of days specified in thetransaction agreements. **X**               **Investor Remittances and Reporting**               1122(d)(3)(i) Reports to investors, includingthose to be filed with theCommission, are maintained inaccordance with the transactionagreements and applicableCommission requirements.Specifically, such reports (A)are prepared in accordance withtimeframes and other terms setforth in the transactionagreements; (B) provideinformation calculated inaccordance with the termsspecified in the transactionagreements; (C) are filed withthe Commission as required by itsrules and regulations; and (D)agree with investors’ or thetrustee’s records as to the totalunpaid principal balance andnumber of pool assets serviced bythe Servicer. **X**             
 

 
             **APPLICABLE**      **SERVICING CRITERIA**        **Performed by**        **Vendor(s)**        **for which**      **Performed** **Asserting**      **Directly** **Party is the** **INAPPLICABLE****SERVICING CRITERIA** **by** **Responsible** **SERVICING****Reference** **Criteria** **Asserting Party** **Party** **CRITERIA**1122(d)(3)(ii) Amounts due to investors areallocated and remitted inaccordance with timeframes,distribution priority and otherterms set forth in thetransaction agreements. **X**             1122(d)(3)(iii) Disbursements made to an investorare posted within two businessdays to the Servicer’s investorrecords, or such other number ofdays specified in the transactionagreements.     **X**         1122(d)(3)(iv) Amounts remitted to investors perthe investor reports agree withcancelled checks, or other formof payment, or custodial bankstatements. **X**               **Pool Asset Administration**               1122(d)(4)(i) Collateral or security on poolassets is maintained as requiredby the transaction agreements orrelated pool asset documents.     **X**         1122(d)(4)(ii) Pool assets and related documentsare safeguarded as required bythe transaction agreements. **X**             1122(d)(4)(iii) Any additions, removals orsubstitutions to the asset poolare made, reviewed and approvedin accordance with any conditionsor requirements in thetransaction agreements. **X**             1122(d)(4)(iv) Payments on pool assets,including any payoffs, made inaccordance with the related poolasset documents are posted to theServicer’s obligor recordsmaintained no more than twobusiness days after receipt, orsuch other number of daysspecified in the transactionagreements, and allocated toprincipal, interest or otheritems (e.g., escrow) inaccordance with the related poolasset documents. **X**             1122(d)(4)(v) The Servicer’s records regardingthe pool assets agree with theServicer’s records with respectto an obligor’s unpaid principalbalance. **X**    
 

 
             **APPLICABLE**      **SERVICING CRITERIA**        **Performed by**      **Performed** **Vendor(s)**      **Directly** **for which**      **by** **Asserting** **INAPPLICABLE****SERVICING CRITERIA** **Asserting** **Party is the** **SERVICING****Reference** **Criteria** **Party** **Responsible Party** **CRITERIA**1122(d)(4)(vi) Changes withrespect to theterms or status ofan obligor’s poolassets (e.g., loanmodifications orre-agings) aremade, reviewed andapproved byauthorizedpersonnel inaccordance with thetransactionagreements andrelated pool assetdocuments. **X****1** **X****1**           1122(d)(4)(vii) Loss mitigation orrecovery actions(e.g., forbearanceplans,modifications anddeeds in lieu offoreclosure,foreclosures andrepossessions, asapplicable) areinitiated,conducted andconcluded inaccordance with thetimeframes or otherrequirementsestablished by thetransactionagreements. **X**             1122(d)(4)(viii) Records documentingcollection effortsare maintainedduring the period apool asset isdelinquent inaccordance with thetransactionagreements. Suchrecords aremaintained on atleast a monthlybasis, or suchother periodspecified in thetransactionagreements, anddescribe theentity’s activitiesin monitoringdelinquent poolassets including,for example, phonecalls, letters andpaymentrescheduling plansin cases wheredelinquency isdeemed temporary(e.g., illness orunemployment). **X**             1122(d)(4)(ix) Adjustments tointerest rates orrates of return forpool assets withvariable rates arecomputed based onthe related poolasset documents. **X**             1122(d)(4)(x) Regarding any funds heldin trust for an obligor(such as escrow accounts): (A) such funds areanalyzed, in accordancewith the obligor’s poolasset documents, onat least an annualbasis, or suchother periodspecified in thetransactionagreements; (B)interest on suchfunds is paid, orcredited, to obligorsin accordance withapplicable poolasset documents andstate laws; and (C)such funds arereturned to theobligor within 30calendar days offull repayment ofthe related poolasset, or suchother number ofdays specified inthe transactionagreements.     **X**         1122(d)(4)(xi) Payments made onbehalf of anobligor (such astax or insurancepayments) are madeon or before therelated penalty orexpiration dates,as indicated on theappropriate billsor notices for suchpayments, providedthat such supporthas been receivedby the Servicer atleast 30 calendardays prior to thesedates, or suchother number ofdays specified inthe transactionagreements.     **X**         1122(d)(4)(xii) Any late paymentpenalties inconnection with anypayment to be madeon behalf of anobligor are paidfrom the Servicer’sfunds and notcharged to theobligor, unless thelate payment wasdue to theobligor’s error oromission.     **X**
 

 
             **APPLICABLE**      **SERVICING CRITERIA**        **Performed by**      **Performed** **Vendor(s)**      **Directly** **for which**      **by** **Asserting** **INAPPLICABLE****SERVICING CRITERIA** **Asserting** **Party is the** **SERVICING****Reference** **Criteria** **Party** **Responsible Party** **CRITERIA**1122(d)(4)(xiii) Disbursements madeon behalf of anobligor are postedwithin two businessdays to theobligor’s recordsmaintained by theServicer, or suchother number ofdays specified inthe transactionagreements.     **X**         1122(d)(4)(xiv) Delinquencies,charge-offs anduncollectibleaccounts arerecognized andrecorded inaccordance with thetransactionagreements. **X**             1122(d)(4)(xv) Any externalenhancement orother support,identified in Item1114(a)(1) through(3) or Item 1115 ofRegulation AB, ismaintained as setforth in thetransactionagreements.     **X** 1 American Express Travel Related Services Company, Inc. has engaged one vendor —eFunds Corporation — that handled cardmember disputes, with respect to which such vendor wasauthorized to change the amount owed by a cardmember, including waiving certain interest andpenalty fees.
 

 
Appendix B