exv4w1






Exhibit 4.1




 





SERIES 2011-1 SUPPLEMENT

Dated as of October 12, 2011




to



POOLING AND SERVICING AGREEMENT

Dated as of May 16, 1996,

as amended and restated as of January 1, 2006



$1,212,122,000




 






AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST



Series 2011-1



 





among



AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION II

AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION III LLC

AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION IV LLC

as Transferors



AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.

as Servicer



and



THE BANK OF NEW YORK MELLON

as Trustee

on behalf of the Series 2011-1 Certificateholders



 










 









 




TABLE OF CONTENTS









	 	 	 	 	 
	 	 	Page	 
	ARTICLE I Creation of the Series 2011-1 Certificates
	 	 	1	 
	Section 1.01. Designation
	 	 	1	 
	ARTICLE II Definitions
	 	 	2	 
	Section 2.01. Definitions
	 	 	2	 
	ARTICLE III Servicing Fee
	 	 	14	 
	Section 3.01. Servicing Compensation
	 	 	14	 
	ARTICLE IV Rights of Series 2011-1 Certificateholders and
Allocation and Application of Collections
	 	 	15	 
	Section 4.01. Collections and Allocations
	 	 	15	 
	Section 4.02. Determination of Monthly Interest
	 	 	17	 
	Section 4.03. Principal Funding Account; Controlled Accumulation Period
	 	 	19	 
	Section 4.04. Required Amount
	 	 	20	 
	Section 4.05. Application of Class A Available Funds, Class B Available
Funds, Collateral Available Funds and Available Principal Collections
	 	 	21	 
	Section 4.06. Defaulted Amounts; Investor Charge-Offs
	 	 	23	 
	Section 4.07. Excess Spread; Excess Finance Charge Collections
	 	 	24	 
	Section 4.08. Reallocated Principal Collections
	 	 	25	 
	Section 4.09. Excess Finance Charge Collections
	 	 	26	 
	Section 4.10. Reallocated Investor Finance Charge Collections
	 	 	27	 
	Section 4.11. Shared Principal Collections
	 	 	28	 
	Section 4.12. Reserve Account
	 	 	28	 
	Section 4.13. Investment Instructions
	 	 	29	 
	Section 4.14. Determination of LIBOR
	 	 	30	 
	ARTICLE V Distributions and Reports to Series 2011-1 Certificateholders
	 	 	31	 
	Section 5.01. Distributions
	 	 	31	 
	Section 5.02. Reports and Statements to Series 2011-1 Certificateholders
	 	 	32	 
	ARTICLE VI Pay-Out Events
	 	 	32	 
	Section 6.01. Pay-Out Events
	 	 	32	 
	ARTICLE VII Optional Repurchase; Series Termination
	 	 	34	 
	Section 7.01. Optional Repurchase
	 	 	34	 
	Section 7.02. Series Termination
	 	 	34	 






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TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page	 
	ARTICLE VIII Final Distributions
	 	 	35	 
	Section 8.01. Sale of Receivables or Certificateholders’ Interest pursuant to
Section 2.06 or 10.01 of the
Agreement and Section 7.01 or 7.02 of this Supplement
	 	 	35	 
	Section 8.02. Distribution of Proceeds of Sale, Disposition or Liquidation of
the Receivables pursuant to Section 9.01 of the Agreement
	 	 	36	 
	ARTICLE IX Miscellaneous Provisions
	 	 	37	 
	Section 9.01. Ratification of Agreement
	 	 	37	 
	Section 9.02. Counterparts
	 	 	37	 
	Section 9.03. Governing Law
	 	 	37	 
	Section 9.04. [Reserved]
	 	 	37	 
	Section 9.05. [Reserved]
	 	 	37	 
	Section 9.06. Uncertificated Securities
	 	 	37	 
	Section 9.07. Transfers of the Collateral Interest
	 	 	37	 











-ii-









 












SERIES 2011-1 SUPPLEMENT, dated as of October 12, 2011 (the
“Supplement”), among AMERICAN EXPRESS RECEIVABLES FINANCING
CORPORATION II, a Delaware corporation, AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION III LLC, a Delaware limited liability company,
and AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION IV LLC, a
Delaware limited liability company, as Transferors, AMERICAN EXPRESS
TRAVEL RELATED SERVICES COMPANY, INC., a New York corporation, as
Servicer, and THE BANK OF NEW YORK MELLON, a banking corporation
organized and existing under the laws of the State of New York, not
in its individual capacity, but solely as Trustee.



     Pursuant to the Pooling and Servicing Agreement, dated as of May 16, 1996, as amended and
restated as of January 1, 2006 (as amended and restated and as otherwise amended and supplemented,
the “Agreement”), among the Transferors, the Servicer and the Trustee, the AMERICAN EXPRESS
CREDIT ACCOUNT MASTER TRUST (the “Trust”) has been created. Section 6.03 of the Agreement
provides that the Transferors may from time to time direct the Trustee to authenticate one or more
new Series of Investor Certificates representing fractional undivided interests in the Trust. The
Principal Terms of any new Series are to be set forth in a Supplement to the Agreement.



     Pursuant to this Supplement, the Transferors and the Trustee shall create a new Series of
Investor Certificates and specify the Principal Terms thereof.



ARTICLE I




Creation of the Series 2011-1 Certificates



     Section 1.01. Designation.



     (a) There is hereby created a Series of Investor Certificates to be issued pursuant to the
Agreement and this Supplement to be known as “American Express Credit Account Master Trust, Series
2011-1.” The Series 2011-1 Certificates shall be issued in two Classes, the first of which shall
be known as the “Class A Series 2011-1 Floating Rate Asset Backed Certificates” and the second of
which shall be known as the “Class B Series 2011-1 Floating Rate Asset Backed Certificates.” In
addition, there is hereby created a third Class of uncertificated interests in the Trust which
shall be known as the “Collateral Interest, Series 2011-1” and which shall be deemed to be
“Investor Certificates” for all purposes under the Agreement and this Supplement other than for
purposes of the definition of the term “Tax Opinion” in Section 1.01 of the Agreement. The
Collateral Interest shall be considered a Class of Series 2011-1 for all purposes of the Agreement
and this Supplement, including for purposes of voting concerning the liquidation of the Trust
pursuant to Section 9.01 of the Agreement. The Collateral Interest Holder shall be deemed to be
the Series Enhancer for all purposes under the Agreement and this Supplement.



     (b) Series 2011-1 shall be included in Group II and shall be a Principal Sharing Series.
Series 2011-1 shall be an Excess Allocation Series. Series 2011-1 shall not be subordinated to any
other Series. Notwithstanding any provision in the Agreement or in this Supplement to the
contrary, the first Distribution Date with respect to Series 2011-1 shall be the November 2011
Distribution Date and the first Monthly Period shall begin on and include the Closing Date and end
on and include October 25, 2011.



     (c) Except as expressly provided herein, (i) the provisions of Article VI and Article XII of
the Agreement relating to the registration, authentication, delivery, presentation, cancellation
and



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surrender of Registered Certificates shall not be applicable to the Collateral Interest, and
(ii) the provisions of Section 3.07 of the Agreement shall not cause the Collateral Interest to be
treated as debt for federal, state and local income and franchise tax purposes, but rather the
Transferors intend, and together with the Collateral Interest Holder, agree to treat the Collateral
Interest for federal, state and local income and franchise tax purposes as representing an equity
interest in the assets of the Trust.




ARTICLE II




Definitions



     Section 2.01. Definitions.



     (a) Whenever used in this Supplement, the following words and phrases shall have the following
meanings, and the definitions of such terms are applicable to the singular as well as the plural
forms of such terms and the masculine as well as the feminine and neuter genders of such terms.



     “Additional Interest” means, with respect to any Distribution Date, the Class A
Additional Interest, the Class B Additional Interest and the Collateral Additional Interest for
such Distribution Date.



     “Adjusted Invested Amount” shall mean, with respect to any date of determination, an
amount equal to the Invested Amount less the Principal Funding Account Balance on such date of
determination.



     “Assignee” shall have the meaning specified in subsection 9.07(a).



     “Available Principal Collections” shall mean, with respect to any Monthly Period, an
amount equal to the sum of (a) (i) an amount equal to the Principal Allocation Percentage of Series
2011-1 Allocable Principal Collections received during such Monthly Period minus (ii) the
amount of Reallocated Principal Collections with respect to such Monthly Period which pursuant to
Section 4.08 are required to fund the Required Amount for the related Distribution Date, (b) any
Shared Principal Collections with respect to other Series that are allocated to Series 2011-1 in
accordance with Section 4.04 of the Agreement and Section 4.11 of this Supplement, and (c) any
other amounts which pursuant to Section 4.05 or 4.07 of this Supplement are to be treated as
Available Principal Collections with respect to the related Distribution Date.



     “Available Reserve Account Amount” shall mean, with respect to any Distribution Date,
the lesser of (a) the amount on deposit in the Reserve Account on such date (before giving effect
to any deposit to be made to the Reserve Account on such date) and (b) the Required Reserve Account
Amount.



     “Base Rate” shall mean, with respect to any Monthly Period, the annualized percentage
equivalent of a fraction, the numerator of which is equal to the sum of the Class A Monthly
Interest, the Class B Monthly Interest (calculated as if the Class B Invested Amount equals the
outstanding principal balance of the Class B Certificates), the Collateral Senior Minimum Monthly
Interest and the Monthly Servicing Fee with respect to the related Distribution Date and the
denominator of which is the Invested Amount as of the last day of the preceding Monthly Period.



     “Class A Additional Interest” shall have the meaning specified in subsection 4.02(a).



     “Class A Adjusted Invested Amount” shall mean, with respect to any date of
determination, an amount equal to the Class A Invested Amount less the Principal Funding Account
Balance (but not in excess of the Class A Invested Amount) on such date.



2









 





     “Class A Available Funds” shall mean, with respect to any Monthly Period, an amount
equal to the sum of (a) if such Monthly Period relates to a Distribution Date with respect to the
Controlled Accumulation Period, the Class A Floating Percentage of Principal Funding Account
Investment Proceeds, if any, with respect to such Distribution Date, (b) the Class A Floating
Percentage of the Reallocated Investor Finance Charge Collections and (c) the amount of funds, if
any, to be withdrawn from the Reserve Account which, pursuant to subsection 4.12(d), are required
to be included in Class A Available Funds with respect to such Distribution Date.



     “Class A Certificate Rate” shall mean, for any Interest Accrual Period with respect to
the Class A Certificates, a per annum rate equal to LIBOR plus 0.17%.



     “Class A Certificateholder” shall mean the Person in whose name a Class A Certificate
is registered in the Certificate Register.



     “Class A Certificates” shall mean any one of the Certificates executed by the
Transferors and authenticated by or on behalf of the Trustee, substantially in the form of
Exhibit A-l.



     “Class A Floating Percentage” shall mean, with respect to any Monthly Period, the
percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of
which is equal to the Class A Adjusted Invested Amount as of the close of business on the last day
of the preceding Monthly Period and the denominator of which is equal to the Adjusted Invested
Amount as of such day; provided, however, that with respect to the first Monthly Period, the Class
A Floating Percentage shall mean the percentage equivalent of a fraction, the numerator of which is
the Class A Initial Invested Amount and the denominator of which is the Initial Invested Amount.



     “Class A Initial Invested Amount” shall mean $1,000,000,000.



     “Class A Interest Shortfall” shall have the meaning specified in subsection 4.02(a).



     “Class A Invested Amount” shall mean, on any date of determination, an amount equal to
(a) the Class A Initial Invested Amount, minus (b) the aggregate amount of principal payments made
to the Class A Certificateholders on or prior to such date, minus (c) the excess, if any, of (i)
the aggregate amount of Class A Investor Charge-Offs for all prior Distribution Dates over (ii)
Class A Investor Charge-Offs reimbursed pursuant to subsection 4.07(b) prior to such date.



     “Class A Investor Charge-Offs” shall have the meaning specified in subsection 4.06(a).



     “Class A Investor Default Amount” shall mean, with respect to each Distribution Date,
an amount equal to the product of (i) the Investor Default Amount for such Distribution Date and
(ii) the Class A Floating Percentage for such Monthly Period.



     “Class A Monthly Interest” shall have the meaning specified in subsection 4.02(a).



     “Class A Principal Percentage” shall mean, with respect to any Monthly Period (i)
during the Revolving Period, the percentage equivalent (which percentage shall never exceed 100%)
of a fraction, the numerator of which is the Class A Invested Amount as of the last day of the
immediately preceding Monthly Period and the denominator of which is the Invested Amount as of such
day and (ii) during the Controlled Accumulation Period, the Early Amortization Period or any
Partial Amortization Period, the percentage equivalent (which percentage shall never exceed 100%)
of a fraction, the numerator of which is the Class A Invested Amount as of the close of business on
the date on which the Revolving Period shall have terminated and the denominator of which is the
Invested Amount as of the close of business on the date on which the Revolving Period shall have
terminated; provided, however, that with respect to the first Monthly Period, the Class A Principal
Percentage shall mean the percentage



3









 




equivalent of a fraction, the numerator of which is the Class A Initial Invested Amount and
denominator of which is the Initial Invested Amount.




     “Class A Required Amount” shall have the meaning specified in subsection 4.04(a).



     “Class A Servicing Fee” shall have the meaning specified in Section 3.01.



     “Class B Additional Interest” shall have the meaning specified in subsection 4.02(b).



     “Class B Adjusted Invested Amount” shall mean, with respect to any date of
determination, an amount equal to the Class B Invested Amount less the positive difference, if any,
between the Principal Funding Account Balance and the Class A Invested Amount on such date.



     “Class B Available Funds” shall mean, with respect to any Monthly Period, an amount
equal to the sum of (a) the Class B Floating Percentage of the Reallocated Investor Finance Charge
Collections and (b) if such Monthly Period relates to a Distribution Date with respect to the
Controlled Accumulation Period, the Class B Floating Percentage of the Principal Funding Account
Investment Proceeds, if any, with respect to such Distribution Date.



     “Class B Certificate Rate” shall mean, for any Interest Accrual Period with respect to
the Class B Certificates, a per annum rate equal to LIBOR plus 0.70%.



     “Class B Certificateholder” shall mean the Person in whose name a Class B Certificate
is registered in the Certificate Register.



     “Class B Certificates” shall mean any one of the Certificates executed by the
Transferors and authenticated by or on behalf of the Trustee, substantially in the form of
Exhibit A-2.



     “Class B Floating Percentage” shall mean, with respect to any Monthly Period, the
percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of
which is equal to the Class B Adjusted Invested Amount as of the close of business on the last day
of the preceding Monthly Period and the denominator of which is equal to the Adjusted Invested
Amount as of the close of business on such day; provided, however, that with respect to the first
Monthly Period, the Class B Floating Percentage shall mean the percentage equivalent of a fraction,
the numerator of which is the Class B Initial Invested Amount and the denominator of which is the
Initial Invested Amount.



     “Class B Initial Invested Amount” shall mean $72,727,000.



     “Class B Interest Shortfall” shall have the meaning specified in subsection 4.02(b).



     “Class B Invested Amount” shall mean, on any date of determination, an amount equal to
(a) the Class B Initial Invested Amount, minus (b) the aggregate amount of principal payments made
to the Class B Certificateholders prior to such date, minus (c) the aggregate amount of Class B
Investor Charge-Offs for all prior Distribution Dates, minus (d) the amount of Reallocated
Principal Collections allocated on all prior Distribution Dates pursuant to subsection 4.08(a)
(excluding any Reallocated Principal Collections that have resulted in a reduction in the
Collateral Invested Amount pursuant to Section 4.08), minus (e) an amount equal to the amount by
which the Class B Invested Amount has been reduced on all prior Distribution Dates pursuant to
subsection 4.06(a) and plus (f) the amount of Excess Spread and Excess Finance Charge Collections
allocated and available on all prior Distribution Dates pursuant to subsection 4.07(e) for the
purpose of reimbursing amounts deducted pursuant to the foregoing clauses (c), (d) and (e);
provided, however, that the Class B Invested Amount may not be reduced below zero.



4









 





     “Class B Investor Charge-Offs” shall have the meaning specified in subsection 4.06(b).



     “Class B Investor Default Amount” shall mean, with respect to each Distribution Date,
an amount equal to the product of (i) the Investor Default Amount for such Distribution Date and
(ii) the Class B Floating Percentage for such Monthly Period.



     “Class B Monthly Interest” shall have the meaning specified in subsection 4.02(b).



     “Class B Principal Percentage” shall mean, with respect to any Monthly Period, (i)
during the Revolving Period, the percentage equivalent (which percentage shall never exceed 100%)
of a fraction, the numerator of which is the Class B Invested Amount as of the last day of the
immediately preceding Monthly Period and the denominator of which is the Invested Amount as of such
day and (ii) during the Controlled Accumulation Period, the Early Amortization Period or any
Partial Amortization Period, the percentage equivalent (which percentage shall never exceed 100%)
of a fraction, the numerator of which is the Class B Invested Amount as of the close of business on
the date on which the Revolving Period shall have terminated and the denominator of which is the
Invested Amount as of the close of business on the date on which the Revolving Period shall have
terminated; provided, however, that with respect to the first Monthly Period, the Class B Principal
Percentage shall mean the percentage equivalent of a fraction, the numerator of which is the Class
B Initial Invested Amount and the denominator of which is the Initial Invested Amount.



     “Class B Required Amount” shall have the meaning set forth in subsection 4.04(b).



     “Class B Servicing Fee” shall have the meaning specified in Section 3.01.



     “Closing Date” shall mean October 12, 2011; provided that, for purposes of determining
the date on which the first Monthly Period begins, the Closing Date shall be deemed to be the close
of business on the last day of the twenty-first billing cycle applicable to the Accounts ending in
September 2011; provided further, however, that in the event the last day of the twenty-first
billing cycle and the last day of the twenty-second billing cycle are the same day, any
transaction, receipt of collections or other activity occurring on such day with respect to the
Accounts associated with the twenty-second billing cycle will be deemed to have occurred on the
first day of the first Monthly Period.



     “Collateral Additional Interest” shall have the meaning specified in subsection
4.02(c).



     “Collateral Available Funds” shall mean with respect to any Distribution Date, the
Collateral Floating Percentage of Reallocated Investor Finance Charge Collections with respect to
the preceding Monthly Period.



     “Collateral Charge-Offs” shall have the meaning specified in subsection 4.06(c).



     “Collateral Default Amount” shall mean, with respect to any Distribution Date, the
product of the Investor Default Amount for such Distribution Date and the Collateral Floating
Percentage.



     “Collateral Floating Percentage” shall mean, with respect to any Distribution Date,
the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator
of which is equal to the Collateral Invested Amount as of the close of business on the last day of
the preceding Monthly Period and the denominator of which is the Adjusted Invested Amount as of the
close of business on such last day; provided, however, that with respect to the first Monthly
Period, the Collateral Floating Percentage shall mean the percentage equivalent of a fraction, the
numerator of which is the Collateral Initial Invested Amount and the denominator of which is the
Initial Invested Amount.



     “Collateral Initial Invested Amount” shall mean $139,395,000.



5









 





     “Collateral Interest” shall mean a fractional undivided interest in the Trust which
shall consist of the right to receive, (i) to the extent necessary to make the required payments to
the Collateral Interest Holder under this Supplement, the portion of Collections allocable thereto
under the Agreement and this Supplement and funds on deposit in the Collection Account allocable
thereto pursuant to the Agreement and this Supplement and (ii) amounts available for payment to the
Collateral Interest Holder pursuant to subsections 4.07(k), 4.12(e), 4.12(f), 8.01(b), 8.02(a) and
8.02(b) or any other provision of this Supplement.



     “Collateral Interest Holder” shall mean the entity so designated in the Transfer
Agreement.



     “Collateral Interest Shortfall” shall have the meaning specified in subsection
4.02(c).



     “Collateral Invested Amount” shall mean, when used with respect to any date, an amount
equal to (a) the Collateral Initial Invested Amount, minus (b) the aggregate amount of principal
payments made to the Collateral Interest Holder prior to such date, minus (c) the aggregate amount
of Collateral Charge-Offs for all prior Distribution Dates pursuant to subsection 4.06(c), minus
(d) the aggregate amount of Reallocated Principal Collections allocated on all prior Distribution
Dates pursuant to Section 4.08 allocable to the Collateral Invested Amount, minus (e) an amount
equal to the amount by which the Collateral Invested Amount has been reduced on all prior
Distribution Dates pursuant to subsections 4.06(a) and (b), and plus (f) the amount allocated and
available on all prior Distribution Dates pursuant to subsection 4.07(i), for the purpose of
reimbursing amounts deducted pursuant to the foregoing clauses (c), (d) and (e); provided, however,
that the Collateral Invested Amount may not be reduced below zero.



     “Collateral Minimum Interest Rate” shall mean the rate specified in the Transfer
Agreement; provided that for purposes of this Supplement, such rate shall not exceed LIBOR plus
5.461% per annum.



     “Collateral Minimum Monthly Interest” shall have the meaning specified in subsection
4.02(c).



     “Collateral Principal Percentage” shall mean, with respect to any Monthly Period, (i)
during the Revolving Period, the percentage equivalent (which percentage shall never exceed 100%)
of a fraction, the numerator of which is the Collateral Invested Amount as of the last day of the
immediately preceding Monthly Period and the denominator of which is the Invested Amount as of such
day and (ii) during the Controlled Accumulation Period, the Early Amortization Period or any
Partial Amortization Period, the percentage equivalent (which percentage shall never exceed 100%)
of a fraction, the numerator of which is the Collateral Invested Amount as of the close of business
on the date on which the Revolving Period shall have terminated and the denominator of which is the
Invested Amount as of the close of business on the date on which the Revolving Period shall have
terminated; provided, however, that with respect to the first Monthly Period, the Collateral
Principal Percentage shall mean the percentage equivalent of a fraction, the numerator of which is
the Collateral Initial Invested Amount and the denominator of which is the Initial Invested Amount.



     “Collateral Senior Additional Interest” shall have the meaning specified in subsection
4.02(d).



     “Collateral Senior Initial Invested Amount” shall mean $78,787,000.



     “Collateral Senior Interest Shortfall” shall have the meaning specified in subsection
4.02(d)



6









 





     “Collateral Senior Invested Amount” shall mean, when used with respect to any date, an
amount equal to the Collateral Senior Initial Invested Amount less the aggregate amount of
principal payments distributed to the Collateral Interest Holder in respect of the Collateral
Senior Invested Amount on all prior Distribution Dates.



     “Collateral Senior Minimum Interest Rate” shall mean the rate specified in the
Transfer Agreement; provided that for purposes of this Supplement, such rate shall not exceed LIBOR
plus 1.20% per annum.



     “Collateral Senior Minimum Monthly Interest” shall have the meaning specified in
subsection 4.02(d).



     “Collateral Senior Required Amount” shall have the meaning set forth in subsection
4.04(c).



     “Collateral Servicing Fee” shall have the meaning set forth in Section 3.01.



     “Controlled Accumulation Amount” shall mean, for any Distribution Date with respect to
the Controlled Accumulation Period, $89,393,916.67; provided, however, that, if the Controlled
Accumulation Period Length is determined to be less than 12 months, the Controlled Accumulation
Amount for each Distribution Date with respect to the Controlled Accumulation Period will be equal
to (i) the product of (x) the sum of the Class A Initial Invested Amount and the Class B Initial
Invested Amount and (y) the Controlled Accumulation Period Factor for the related Monthly Period
divided by (ii) the Required Accumulation Factor Number.



     “Controlled Accumulation Period” shall mean, unless a Pay-Out Event shall have
occurred prior thereto, the period commencing at the close of business on the last day of the
August 2013 Monthly Period or such later date as is determined in accordance with subsection
4.03(c) and ending on the first to occur of (a) the commencement of the Early Amortization Period,
(b) the payment in full of the Invested Amount and (c) the Expected Final Payment Date.



     “Controlled Accumulation Period Factor” shall mean, for each Monthly Period, a
fraction, the numerator of which is equal to the sum of the series invested amounts as of the last
day of the prior Monthly Period of all outstanding Series, and the denominator of which is equal to
the sum (without duplication) of (a) the Series Invested Amount as of the last day of the prior
Monthly Period, (b) the series invested amounts as of the last day of the prior Monthly Period of
all outstanding Series (other than Series 2011-1) that are not expected to be in their revolving
periods, and (c) the series invested amounts as of the last day of the prior Monthly Period of all
other outstanding Series that are not Principal Sharing Series and are in their revolving periods.



     “Controlled Accumulation Period Length” has the meaning specified in subsection
4.03(c).



     “Controlled Deposit Amount” shall mean, for any Distribution Date with respect to the
Controlled Accumulation Period, an amount equal to the sum of the Controlled Accumulation Amount
for such Distribution Date and any Deficit Controlled Accumulation Amount for the immediately
preceding Distribution Date.



     “Covered Amount” shall mean, for any Distribution Date with respect to the Controlled
Accumulation Period or the first Special Payment Date, if such Special Payment Date occurs prior to
the date the Class A Invested Amount is paid in full, an amount equal to the sum of (x) with
respect to the Class A Certificates, the product of (i) the Class A Certificate Rate, (ii) a
fraction, the numerator of which is the actual number of days from and including the prior
Distribution Date to but excluding the then



7









 




current Distribution Date and the denominator of which is 360 and, (iii) the Principal Funding
Account Balance, if any, as of the preceding Distribution Date that is allocable to the principal
of the Class A Certificates and (y) with respect to the Class B Certificates, the product of (i)
the Class B Certificate Rate, (ii) a fraction, the numerator of which is the actual number of days
from and including the prior Distribution Date to but excluding the then current Distribution Date
and the denominator of which is 360 and (iii) the Principal Funding Account Balance, if any, as of
the preceding Distribution Date that is allocable to the principal of the Class B Certificates.




     “Deficit Controlled Accumulation Amount” shall mean (a) on the first Distribution Date
with respect to the Controlled Accumulation Period, the excess, if any, of the Controlled
Accumulation Amount for such Distribution Date over the amount deposited in the Principal Funding
Account on such Distribution Date and (b) on each subsequent Distribution Date with respect to the
Controlled Accumulation Period, the excess, if any, of the Controlled Deposit Amount for such
subsequent Distribution Date over the amount deposited in the Principal Funding Account on such
subsequent Distribution Date.



     “Distribution Date” shall mean November 15, 2011, and the 15th day of each calendar
month thereafter, or if such 15th day is not a Business Day, the next succeeding Business Day.



     “Early Amortization Period” shall mean the period commencing at the close of business
on the Business Day immediately preceding the day on which a Pay-Out Event with respect to Series
2011-1 is deemed to have occurred, and ending on the first to occur of (i) the payment in full of
the Invested Amount or (ii) the Series 2011-1 Termination Date.



     “Excess Finance Charge Collections” shall mean collections of Finance Charge
Receivables and certain other amounts allocable to the Certificateholders’ Interest of any Excess
Allocation Series in excess of the amounts necessary to make required payments with respect to such
series (including payments to the provider of any related Series Enhancement) that are payable out
of collections of Finance Charge Receivables.



     “Excess Spread” shall mean, with respect to any Distribution Date, the sum of the
amounts, if any, specified pursuant to subsections 4.05(a)(iv), 4.05(b)(iii) and 4.05(c)(ii) with
respect to such Distribution Date.



     “Expected Final Payment Date” shall mean the September 2014 Distribution Date.



     “Finance Charge Shortfall” shall have the meaning specified in Section 4.09.



     “Floating Allocation Percentage” shall mean, with respect to any Monthly Period, the
percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of
which is the Adjusted Invested Amount as of the last day of the preceding Monthly Period (or with
respect to the first Monthly Period, the Initial Invested Amount) and the denominator of which is
the product of (x) the Series 2011-1 Allocation Percentage with respect to such Monthly Period and
(y) the sum of (i) the total amount of Principal Receivables in the Trust as of such day (or with
respect to the first Monthly Period, the total amount of Principal Receivables in the Trust on the
Closing Date) and (ii) the principal amount on deposit in the Special Funding Account as of such
last day (or with respect to the first Monthly Period, as of the Closing Date); provided, however,
that with respect to any Monthly Period in which an Addition Date for an Aggregate Addition or a
Removal Date occurs the amount in (y)(i) above shall be (1) the aggregate amount of Principal
Receivables in the Trust at the end of the day on the last day of the prior Monthly Period for the
period from and including the first day of such Monthly Period to but excluding the related
Addition Date or Removal Date and (2) the aggregate amount of Principal Receivables in the Trust at
the end of the day on the related Addition Date or Removal Date for the period from and



8









 




including the related Addition Date or Removal Date to and including the last day of such
Monthly Period.




     “Group II” shall mean Series 2011-1 and each other Series specified in the related
Supplement to be included in Group II.



     “Group II Investor Additional Amounts” shall mean, with respect to any Distribution
Date, the sum of (a) Series 2011-1 Additional Amounts for such Distribution Date and (b) for all
other Series included in Group II, the sum of (i) the aggregate net amount by which the Invested
Amounts of such Series have been reduced as a result of investor charge-offs, subordination of
principal collections and funding the investor default amounts in respect of any Class or Series
Enhancement interests of such Series as of such Distribution Date and (ii) if the applicable
Supplements so provide, the aggregate unpaid amount of interest at the applicable certificate rates
that has accrued on the amounts described in the preceding clause (i) for such Distribution Date.



     “Group II Investor Default Amount” shall mean, with respect to any Distribution Date,
the sum of (a) the Investor Default Amount for such Distribution Date and (b) the aggregate amount
of the investor default amounts for all other Series included in Group II for such Distribution
Date.



     “Group II Investor Finance Charge Collections” shall mean, with respect to any
Distribution Date, the sum of (a) Investor Finance Charge Collections for such Distribution Date
and (b) the aggregate amount of the investor finance charge collections for all other Series
included in Group II for such Distribution Date.



     “Group II Investor Monthly Fees” shall mean with respect to any Distribution Date, the
sum of (a) Series 2011-1 Monthly Fees for such Distribution Date and (b) the aggregate amount of
the servicing fees, investor fees, fees payable to any Series Enhancer and any other similar fees,
which are payable out of reallocated investor finance charge collections pursuant to the related
Supplements, for all other Series included in Group II for such Distribution Date.



     “Group II Investor Monthly Interest” shall mean, with respect to any Distribution
Date, the sum of (a) Series 2011-1 Monthly Interest for such Distribution Date and (b) the
aggregate amount of monthly interest, including overdue monthly interest and interest on such
overdue monthly interest, if such amounts are payable out of reallocated investor finance charge
collections pursuant to the related Supplements, for all other Series included in Group II for such
Distribution Date.



     “Initial Invested Amount” shall mean $1,212,122,000.



     “Interest Accrual Period” shall mean, with respect to any Distribution Date, the
period (a) from and including the Distribution Date immediately preceding such Distribution Date
(or, in the case of the first Distribution Date, from and including the Closing Date) and (b) to
but excluding such Distribution Date.



     “Invested Amount” shall mean, as of any date of determination, an amount equal to the
sum of (a) the Class A Invested Amount as of such date, (b) the Class B Invested Amount as of such
date and (c) the Collateral Invested Amount as of such date.



     “Investment Letter” shall have the meaning specified in subsection 9.07(a).



     “Investor Charge-Offs” shall mean Class A Investor Charge-Offs, Class B Investor
Charge-Offs and Collateral Charge-Offs.



9









 





     “Investor Default Amount” shall mean, with respect to any Distribution Date, an amount
equal to the product of (a) the Series 2011-1 Allocable Defaulted Amount for the related Monthly
Period and (b) the Floating Allocation Percentage for such Monthly Period.



     “Investor Finance Charge Collections” shall mean with respect to any Distribution
Date, an amount equal to the product of (a) the Floating Allocation Percentage for the related
Monthly Period and (b) Series 2011-1 Allocable Finance Charge Collections deposited in the
Collection Account for the related Monthly Period.



     “LIBOR” shall mean, for any Interest Accrual Period, a per annum interest rate
determined by the Trustee for such Interest Accrual Period in accordance with the provisions of
Section 4.14.



     “LIBOR Determination Date” shall mean October 10, 2011 for the period from and
including the Closing Date to but excluding November 15, 2011, and for every other Interest Accrual
Period, the second London Business Day prior to the commencement of such Interest Accrual Period.



     “London Business Day” shall mean any day on which dealings in deposits in United
States dollars are transacted in the London interbank market.



     “Monthly Interest” means, with respect to any Distribution Date, the Class A Monthly
Interest, the Class B Monthly Interest and the Collateral Minimum Monthly Interest for such
Distribution Date.



     “Monthly Receivables Percentage” shall mean, for any day, the percentage equivalent of
a fraction, the numerator of which is an amount equal to the sum of the aggregate amount of
Principal Receivables outstanding in the Trust attributable to the Transferor or Account Owner with
respect to which an Insolvency Event or a Transfer Restriction Event has occurred, and the
denominator of which is an amount equal to the sum of the aggregate amount of Principal Receivables
outstanding in the Trust, in each as of the last day of the immediately preceding Monthly Period.



     “Monthly Servicing Fee” shall have the meaning specified in subsection 3.01.



     “Pay-Out Event” shall mean any Pay-Out Event specified in Section 6.01.



     “Permitted Assignee” shall mean any Person who, if it were the Collateral Interest
Holder or a holder of an interest in the Trust, as applicable, would not cause the Trust to be
taxable as a publicly traded partnership for federal income tax purposes.



     “Principal Allocation Percentage” shall mean, with respect to any day during a Monthly
Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the
numerator of which is (a) during the Revolving Period, the Series Adjusted Invested Amount for
Series 2011-1 as of the last day of the immediately preceding Monthly Period (or, in the case of
the first Monthly Period, the Initial Invested Amount) and (b) during the Controlled Accumulation
Period, the Early Amortization Period or any Partial Amortization Period, the Series Adjusted
Invested Amount for Series 2011-1 as of the close of business on the date on which the Revolving
Period shall have terminated and the denominator of which is the product of (x) the sum of (i) the
total amount of Principal Receivables in the Trust as of the last day of the immediately preceding
Monthly Period (or with respect to the first Monthly Period, the total amount of Principal
Receivables in the Trust as of the Closing Date) and (ii) the principal amount on deposit in the
Special Funding Account as of such last day (or with respect to the first Monthly Period, the
Closing Date) and (y) the Series 2011-1 Allocation Percentage as of the last day of the immediately
preceding Monthly Period; provided, however, that with respect to any Monthly Period in which an
Addition Date for an Aggregate Addition or a Removal Date occurs the



10









 




amount in (x)(i) above shall be (1) the aggregate amount of Principal Receivables in the Trust
at the end of the day on the last day of the prior Monthly Period for the period from and including
the first day of such Monthly Period to but excluding the related Addition Date or Removal Date and
(2) the aggregate amount of Principal Receivables in the Trust at the end of the day on the related
Addition Date or Removal Date for the period from and including the related Addition Date or
Removal Date to and including the last day of such Monthly Period; and provided further, that if
after the commencement of the Controlled Accumulation Period a Pay-Out Event occurs with respect to
another Series that was designated in the Supplement therefor as a Series that is a “Paired Series”
with respect to Series 2011-1, the Transferors may, by written notice delivered to the Trustee and
the Servicer, designate a different numerator for the foregoing fraction, provided that (x) such
numerator is not less than the Adjusted Invested Amount as of the last day of the revolving period
for such Paired Series, (y) the Transferors shall have received written notice from each Rating
Agency that the Rating Agency Condition has been satisfied with respect to such designation and
shall have delivered copies of each such written notice to the Servicer and the Trustee and (z)
each Transferor shall have delivered to the Trustee an Officer’s Certificate of such Transferor to
the effect that, based on the facts known to such officer at such time, in the reasonable belief of
such Transferor, such designation will not cause a Pay-Out Event or an event that, after the giving
of notice or the lapse of time, would constitute a Pay-Out Event, to occur with respect to Series
2011-1.




     “Principal Funding Account” shall have the meaning specified in subsection 4.03(a)(i).



     “Principal Funding Account Balance” shall mean, with respect to any date of
determination during the Controlled Accumulation Period, the principal amount, if any, on deposit
in the Principal Funding Account on such date of determination.



     “Principal Funding Account Investment Proceeds” shall have the meaning specified in
subsection 4.03(a)(ii).



     “Principal Funding Account Investment Shortfall” shall mean, with respect to each
Distribution Date during the Controlled Accumulation Period, the amount, if any, by which the
Principal Funding Account Investment Proceeds are less than the Covered Amount.



     “Reallocated Investor Finance Charge Collections” shall mean that portion of Group II
Investor Finance Charge Collections allocated to Series 2011-1 pursuant to Section 4.10.



     “Reallocated Principal Collections” shall mean, with respect to any Monthly Period,
the product of (a) the Series 2011-1 Allocable Principal Collections deposited in the Collection
Account for such Monthly Period and (b) the sum of the Class B Principal Percentage and the
Collateral Principal Percentage.



     “Reassignment Amount” shall mean, with respect to any Distribution Date, after giving
effect to any deposits and distributions otherwise to be made on such Distribution Date, the sum of
(i) the Adjusted Invested Amount on such Distribution Date, plus (ii) Monthly Interest for such
Distribution Date and any Monthly Interest previously due but not distributed to the Series 2011-1
Certificateholders on a prior Distribution Date, plus (iii) the amount of Additional Interest, if
any, for such Distribution Date and any Additional Interest previously due but not distributed to
the Series 2011-1 Certificateholders on a prior Distribution Date.



     “Reference Banks” shall mean four major banks in the London interbank market selected
by the Servicer.



     “Required Accumulation Factor Number” shall be equal to a fraction, rounded upwards to
the nearest whole number, the numerator of which is one and the denominator of which is equal to
the



11









 




lowest monthly principal payment rate on the Accounts, expressed as a decimal, for the three
months preceding the date of such calculation.




     “Required Amount” shall mean, with respect to any Monthly Period, the sum of the Class
A Required Amount, the Class B Required Amount and the Collateral Senior Required Amount.



     “Required Reserve Account Amount” shall mean, with respect to any Distribution Date on
or after the Reserve Account Funding Date, an amount equal to (1) 0.50% of the Class A Invested
Amount as of the preceding Distribution Date (after giving effect to all changes therein on such
date) or (2) any other percentage (which may be 0%) of the Class A Invested Amount designated by
the Transferors, provided that if such percentage is less than the percentage specified in clause
(1) above, the Transferors shall have received the prior written consent of the Collateral Interest
Holder and written notice from each Rating Agency that the Rating Agency Condition shall have been
satisfied with respect to such designation and shall have delivered copies of each such written
notice to the Servicer and the Trustee.



     “Reserve Account” shall have the meaning specified in subsection 4.12(a).



     “Reserve Account Funding Date” shall mean the Distribution Date which occurs not later
than the earliest of (a) the Distribution Date with respect to the Monthly Period that commences
not later than three months prior to the Distribution Date with respect to the first Monthly Period
in the Controlled Accumulation Period, (b) in the event that the average Excess Spread Percentage
for any three consecutive Monthly Periods ending in the September 2012 Monthly Period or any
Monthly Period thereafter is less than 2%, the Distribution Date with respect to such Monthly
Period, (c) in the event that the average Excess Spread Percentage for any three consecutive
Monthly Periods ending in the March 2013 Monthly Period or any Monthly Period thereafter is less
than 3%, the Distribution Date with respect to such Monthly Period and (d) such earlier
Distribution Date as the Transferors may determine by written notice to the Trustee and the
Servicer. For this purpose, the “Excess Spread Percentage” for any Monthly Period shall be
equal to the Series Adjusted Portfolio Yield for such Monthly Period minus the Base Rate for such
Monthly Period.



     “Reserve Account Surplus” shall mean, as of any date of determination, the amount, if
any, by which the amount on deposit in the Reserve Account exceeds the Required Reserve Account
Amount.



     “Reserve Draw Amount” shall have the meaning specified in subsection 4.12(c).



     “Reuters Screen LIBOR01 Page” shall mean the display page currently designated as page
LIBOR01 on the Reuters Screen (or such other page as may replace that page on that service for the
purpose of displaying comparable rates or prices).



     “Revolving Period” shall mean the period beginning at the close of business on the
Series Cut-Off Date and ending on the earlier of (a) the close of business on the day immediately
preceding the day the Controlled Accumulation Period commences and (b) the close of business on the
day immediately preceding the day the Early Amortization Period commences.



     “Series 2011-1” shall mean the Series of Certificates the terms of which are specified
in this Supplement.



     “Series 2011-1 Additional Amounts” shall mean, with respect to any Distribution Date,
the sum of the amounts determined pursuant to subsections 4.07(b), (e) and (i) for such
Distribution Date.



12









 





     “Series 2011-1 Allocable Defaulted Amount” shall mean the Series Allocable Defaulted
Amount with respect to Series 2011-1.



     “Series 2011-1 Allocable Finance Charge Collections” shall mean the Series Allocable
Finance Charge Collections with respect to Series 2011-1.



     “Series 2011-1 Allocable Principal Collections” shall mean the Series Allocable
Principal Collections with respect to Series 2011-1.



     “Series 2011-1 Allocation Percentage” shall mean the Series Allocation Percentage with
respect to Series 2011-1.



     “Series 2011-1 Certificate” shall mean a Class A Certificate or a Class B Certificate
or the Collateral Interest.



     “Series 2011-1 Certificateholder” shall mean a Class A Certificateholder or a Class B
Certificateholder or the Collateral Interest Holder.



     “Series 2011-1 Certificateholders’ Interest” shall mean the Certificateholders’
Interest for Series 2011-1, including the Collateral Interest.



     “Series 2011-1 Monthly Fees” shall mean, with respect to any Distribution Date, the
amount determined pursuant to subsections 4.05(a)(ii), (b)(ii) and (c)(i) and subsection 4.07(g).



     “Series 2011-1 Monthly Interest” shall mean the amounts determined pursuant to
subsections 4.02(a), (b) and (d).



     “Series 2011-1 Principal Shortfall” shall have the meaning specified in Section 4.11.



     “Series 2011-1 Termination Date” shall mean the April 2017 Distribution Date.



     “Series Adjusted Portfolio Yield” shall mean, with respect to any Monthly Period, the
annualized percentage equivalent of a fraction, (A) the numerator of which is equal to (a)
Reallocated Investor Finance Charge Collections with respect to such Monthly Period, plus (b) the
amount of any Principal Funding Account Investment Proceeds for the related Distribution Date, plus
(c) provided that each Rating Agency has consented in writing to the inclusion thereof in
calculating the Series Adjusted Portfolio Yield, any Excess Finance Charge Collections that are
allocated to Series 2011-1 with respect to such Monthly Period, plus (d) the amount of funds, if
any, withdrawn from the Reserve Account which pursuant to subsection 4.12(d) are required to be
deposited into the Collection Account and included as Class A Available Funds for the Distribution
Date with respect to such Monthly Period, minus (e) the Investor Default Amount for the
Distribution Date with respect to such Monthly Period, and (B) the denominator of which is the
Invested Amount as of the last day of the preceding Monthly Period.



     “Series Cut-Off Date” shall mean the close of business on October 12, 2011.



     “Series Invested Amount” shall mean the Initial Invested Amount.



     “Series Required Transferor Amount” shall mean an amount equal to 7% of the Invested
Amount.



     “Servicing Base Amount” shall have the meaning specified in Section 3.01.



     “Servicing Fee Rate” shall mean 2.0% per annum.



13









 





     “Special Payment Date” shall mean each Distribution Date with respect to the Early
Amortization Period.



     “Transfer” shall have the meaning specified in subsection 9.07(a).



     “Transfer Agreement” shall mean the Transfer and Administration Agreement, dated as of
October 12, 2011, among RFC II, RFC III and RFC IV, as transferors, TRS, as administrator, and the
American Express Credit Account Secured Note Trust 2011-1, as issuer, as the same may be amended,
supplemented or otherwise modified from time to time.



     “Transferor Percentage” shall mean 100% minus (a) the Floating Allocation Percentage,
when used at any time with respect to Finance Charge Receivables and Defaulted Receivables, or (b)
the Principal Allocation Percentage, when used at any time with respect to Principal Receivables.



     (b) Notwithstanding anything to the contrary in this Supplement or the Agreement, the term
“Rating Agency” shall mean, whenever used in this Supplement or the Agreement with respect
to Series 2011-1, Moody’s and Standard & Poor’s. As used in this Supplement and in the Agreement
with respect to Series 2011-1, “highest investment category” shall mean (i) in the case of Standard
& Poor’s, AAA or A-1+, as applicable and (ii) in the case of Moody’s, Aaa or P-1, as applicable.



     (c) Each capitalized term defined herein shall relate to the Series 2011-1 Certificates and no
other Series of Certificates issued by the Trust, unless the context otherwise requires. All
capitalized terms used herein and not otherwise defined herein have the meanings ascribed to them
in the Agreement. In the event that any term or provision contained herein shall conflict with or
be inconsistent with any term or provision contained in the Agreement, the terms and provisions of
this Supplement shall govern.



     (d) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this
Supplement shall refer to this Supplement as a whole and not to any particular provision of this
Supplement; references to any Article, subsection, Section or Exhibit are references to Articles,
subsections, Sections and Exhibits in or to this Supplement unless otherwise specified; and the
term “including” means “including without limitation.”



ARTICLE III




Servicing Fee



     Section 3.01. Servicing Compensation. The share of the Servicing Fee allocable to the
Series 2011-1 Certificateholders with respect to any Distribution Date (the
“Monthly Servicing Fee”) shall be equal to one-twelfth of the product of (a) the Servicing
Fee Rate and (b) (i) the Adjusted Invested Amount as of the last day of the Monthly Period
preceding such Distribution Date minus (ii) the product of the amount, if any, on deposit in the
Special Funding Account as of the last day of the Monthly Period preceding such Distribution Date
and the Series 2011-1 Allocation Percentage with respect to such Monthly Period (the amount
calculated pursuant to this clause (b) is referred to as the “Servicing Base Amount”). The
share of the Monthly Servicing Fee allocable to the Class A Certificateholders with respect to any
Distribution Date (the “Class A Servicing Fee”) shall be equal to one-twelfth of the
product of (a) the Class A Floating Percentage, (b) the Servicing Fee Rate and (c) the Servicing
Base Amount. The share of the Monthly Servicing Fee allocable to the Class B Certificateholders
with respect to any Distribution Date (the “Class B Servicing Fee”) shall be equal to
one-twelfth of the product of (a) the Class B Floating Percentage, (b) the Servicing Fee Rate and
(c) the Servicing Base Amount. The share of the Monthly Servicing Fee allocable to the Collateral
Interest with respect to any Distribution Date (the “Collateral Servicing Fee”) shall be
equal to one-twelfth of the product of the (a) Collateral Floating Percentage, (b) the Servicing
Fee Rate and (c) the Servicing Base



14









 




Amount. The remainder of the Servicing Fee shall be paid by the Holders of the Transferor
Certificates or the investor certificateholders of other Series (as provided in the related
Supplements) and in no event shall the Trust, the Trustee or the Series 2011-1 Certificateholders
be liable for the share of the Servicing Fee to be paid by the Holders of the Transferor
Certificates or the investor certificateholders of any other Series. To the extent that the Class
A Servicing Fee, the Class B Servicing Fee and the Collateral Servicing Fee are not paid in full
pursuant to the preceding provisions of this Section 3.01, and Sections 4.05 and 4.07, they shall
be paid by the Holders of the Transferor Certificates.




ARTICLE IV




Rights of Series 2011-1 Certificateholders and

Allocation and Application of Collections



     Section 4.01. Collections and Allocations.



     (a) Allocations. Collections of Finance Charge Receivables and Principal Receivables
and Defaulted Receivables allocated to Series 2011-1 pursuant to Article IV of the Agreement (and,
as described herein, Collections of Finance Charge Receivables reallocated from other Series in
Group II) shall be allocated and distributed or reallocated as set forth in this Article.



     (b) Payments to the Transferor. The Servicer shall on each Deposit Date withdraw from
the Collection Account and pay to the Holders of the Transferor Certificates the following amounts:




     (i) an amount equal to the Transferor Percentage for the related Monthly Period
of Series 2011-1 Allocable Finance Charge Collections to the extent such amount is
deposited in the Collection Account; and




     (ii) an amount equal to the Transferor Percentage for the related Monthly
Period of Series 2011-1 Allocable Principal Collections deposited in the Collection
Account, if the Transferor Amount (determined after giving effect to any Principal
Receivables transferred to the Trust on such Deposit Date) exceeds zero.



     The withdrawals to be made from the Collection Account pursuant to this subsection 4.01(b) do
not apply to deposits into the Collection Account that do not represent Collections, including
payment of the purchase price for the Certificateholders’ Interest pursuant to Section 2.06 or
10.01 of the Agreement, payment of the purchase price for the Series 2011-1 Certificateholders’
Interest pursuant to Section 7.01 of this Supplement and proceeds from the sale, disposition or
liquidation of Receivables pursuant to Section 9.01 or 12.02 of the Agreement.



     (c) Allocations to the Series 2011-1 Certificateholders. The Servicer shall, prior to
the close of business on each Deposit Date, allocate to the Series 2011-1 Certificateholders the
following amounts as set forth below:




     (i) Allocations of Finance Charge Collections. The Servicer shall
allocate to the Series 2011-1 Certificateholders and retain in the Collection
Account for application as provided herein an amount equal to the product of (A) the
Floating Allocation Percentage and (B) the Series 2011-1 Allocation Percentage and
(C) the aggregate amount of Collections of Finance Charge Receivables deposited in
the Collection Account on such Deposit Date.




     (ii) Allocations of Principal Collections. The Servicer shall allocate
to the Series 2011-1 Certificateholders the following amounts as set forth below:








15









 












     (x) Allocations During the Revolving Period. During the
Revolving Period (A) an amount equal to the product of (I) the sum of the
Class B Principal Percentage and the Collateral Principal Percentage and
(II) the Principal Allocation Percentage and (III) the Series 2011-1
Allocation Percentage and (IV) the aggregate amount of Collections of
Principal Receivables deposited in the Collection Account on such Deposit
Date, shall be allocated to the Series 2011-1 Certificateholders and
retained in the Collection Account until applied as provided herein and (B)
an amount equal to the product of (I) the Class A Principal Percentage and
(II) the Principal Allocation Percentage and (III) the Series 2011-1
Allocation Percentage and (IV) the aggregate amount of Collections of
Principal Receivables deposited in the Collection Account on such Deposit
Date shall be allocated to the Series 2011-1 Certificateholders and first,
if any other Principal Sharing Series is outstanding and in its amortization
period or accumulation period, retained in the Collection Account for
application, to the extent necessary, as Shared Principal Collections on the
related Distribution Date, and second paid to the Holders of the Transferor
Certificates; provided, however, that such amount to be paid to the Holders
of the Transferor Certificates on any Deposit Date shall be paid to such
Holders only if the Transferor Amount on such Deposit Date is greater than
the Required Transferor Amount (after giving effect to all Principal
Receivables transferred to the Trust on such day) and otherwise shall be
deposited in the Special Funding Account.




     (y) Allocations During the Controlled Accumulation Period.
During the Controlled Accumulation Period (A) an amount equal to the product
of (I) the sum of the Class B Principal Percentage and the Collateral
Principal Percentage and (II) the Principal Allocation Percentage and (III)
the Series 2011-1 Allocation Percentage and (IV) the aggregate amount of
Collections of Principal Receivables deposited in the Collection Account on
such Deposit Date, shall be allocated to the Series 2011-1
Certificateholders and retained in the Collection Account until applied as
provided herein and (B) an amount equal to the product of (I) the Class A
Principal Percentage and (II) the Principal Allocation Percentage and (III)
the Series 2011-1 Allocation Percentage and (IV) the aggregate amount of
Collections of Principal Receivables deposited in the Collection Account on
such Deposit Date (the product specified in this clause (B) for any such
date is hereinafter referred to as a “Percentage Allocation”) shall
be allocated to the Series 2011-1 Certificateholders and retained in the
Collection Account until applied as provided herein; provided, however, that
if the sum of such Percentage Allocation and all preceding Percentage
Allocations with respect to the same Monthly Period exceeds the Controlled
Deposit Amount during the Controlled Accumulation Period for the related
Distribution Date, then such excess shall not be treated as a Percentage
Allocation and shall be first, if any other Principal Sharing Series is
outstanding and in its amortization period or accumulation period, retained
in the Collection Account for application, to the extent necessary, as
Shared Principal Collections on the related Distribution Date, and second
paid to the Holders of the Transferor Certificates only if the Transferor
Amount on such Deposit Date is greater than the Required Transferor Amount
(after giving effect to all Principal Receivables transferred to the Trust
on such day) and otherwise shall be deposited in the Special Funding
Account.




     (z) Allocations During the Early Amortization Period. During
the Early Amortization Period, an amount equal to the product of (A) the
Principal Allocation Percentage and (B) the Series 2011-1 Allocation
Percentage and (C) the aggregate amount of Collections of Principal
Receivables deposited in the



16









 







Collection Account on such Deposit Date, shall be allocated to the
Series 2011-1 Certificateholders and retained in the Collection Account
until applied as provided herein; provided, however, that after the date on
which an amount of such Collections equal to the Adjusted Invested Amount
has been deposited into the Collection Account and allocated to the Series
2011-1 Certificateholders, the remainder that has not been so deposited and
allocated shall be first, if any other Principal Sharing Series is
outstanding and in its amortization period or accumulation period, retained
in the Collection Account for application, to the extent necessary, as
Shared Principal Collections on the related Distribution Date, and second
paid to the Holders of the Transferor Certificates only if the Transferor
Amount on such date is greater than the Required Transferor Amount (after
giving effect to all Principal Receivables transferred to the Trust on such
day) and otherwise shall be deposited in the Special Funding Account.



     Section 4.02. Determination of Monthly Interest.



     (a) The amount of monthly interest (“Class A Monthly Interest”) distributable from the
Collection Account with respect to the Class A Certificates on any Distribution Date shall be an
amount equal to the product of (i) a fraction, the numerator of which is the actual number of days
in the period from (and including) the immediately preceding Distribution Date (or in the case of
the first Distribution Date, the Closing Date) to (but excluding) such Distribution Date and the
denominator of which is 360, (ii) the Class A Certificate Rate for such Distribution Date and (iii)
the outstanding principal balance of the Class A Certificates as of close of business on the
immediately preceding Record Date.



     On the Determination Date preceding each Distribution Date, the Servicer shall determine the
excess, if any (the “Class A Interest Shortfall”), of (x) the Class A Monthly Interest for
such Distribution Date over (y) the aggregate amount of funds allocated and available to pay such
Class A Monthly Interest on such Distribution Date. If the Class A Interest Shortfall with respect
to any Distribution Date is greater than zero, on each subsequent Distribution Date until such
Class A Interest Shortfall is fully paid, an additional amount
(“Class A Additional Interest”) equal to the product of (i) a fraction, the numerator of
which is the actual number of days in the period from (and including) the immediately preceding
Distribution Date (or in the case of the first Distribution Date, the Closing Date) to (but
excluding) such Distribution Date and the denominator of which is 360, (ii) the sum of (x) the
Class A Certificate Rate and (y) 2.0% per annum and (iii) such Class A Interest Shortfall (or the
portion thereof which has not been paid to the Class A Certificateholders) shall be payable as
provided herein with respect to the Class A Certificates. Notwithstanding anything to the contrary
herein, Class A Additional Interest shall be payable or distributed to the Class A
Certificateholders only to the extent permitted by applicable law.



     (b) The amount of monthly interest (“Class B Monthly Interest”) distributable from the
Collection Account with respect to the Class B Certificates on any Distribution Date shall be an
amount equal to the product of (i) a fraction, the numerator of which is the actual number of days
in the period from (and including) the immediately preceding Distribution Date (or in the case of
the first Distribution Date, the Closing Date) to (but excluding) such Distribution Date and the
denominator of which is 360, (ii) the Class B Certificate Rate for such Distribution Date and (iii)
the Class B Invested Amount as of the close of business on the immediately preceding Record Date.



     On the Determination Date preceding each Distribution Date, the Servicer shall determine the
excess, if any (the “Class B Interest Shortfall”), of (x) the Class B Monthly Interest for
such Distribution Date over (y) the aggregate amount of funds allocated and available to pay such
Class B Monthly Interest on such Distribution Date. If the Class B Interest Shortfall with respect
to any Distribution Date is greater than zero, on each subsequent Distribution Date until such
Class B Interest



17









 




Shortfall is fully paid, an additional amount (“Class B Additional Interest”) equal to
the product of (i) a fraction, the numerator of which is the actual number of days in the period
from (and including) the immediately preceding Distribution Date (or in the case of the first
Distribution Date, the Closing Date) to (but excluding) such Distribution Date and the denominator
of which is 360, (ii) the sum of (x) the Class B Certificate Rate and (y) 2.0% per annum and (iii)
such Class B Interest Shortfall (or the portion thereof which has not been paid to the Class B
Certificateholders) shall be payable as provided herein with respect to the Class B Certificates.
Notwithstanding anything to the contrary herein, Class B Additional Interest shall be payable or
distributed to the Class B Certificateholders only to the extent permitted by applicable law.




     (c) The amount of monthly interest (“Collateral Minimum Monthly Interest”)
distributable from the Collection Account with respect to the Collateral Invested Amount on any
Distribution Date shall be an amount equal to the product of (i) (A) a fraction, the numerator of
which is the actual number of days in the period from (and including) the immediately preceding
Distribution Date (or in the case of the first Distribution Date, the Closing Date) to (but
excluding) such Distribution Date and the denominator of which is 360 and (B) the Collateral
Minimum Interest Rate in effect with respect to the period from (and including) the immediately
preceding Distribution Date (or in the case of the first Distribution Date, the Closing Date) to
(but excluding) such Distribution Date, and (ii) the Collateral Initial Invested Amount less the
aggregate amount of principal payments distributed to the Collateral Interest Holder on all prior
Distribution Dates; provided, however, that in the event the Collateral Minimum Interest Rate has
been modified (as described in the definition thereof) during the period from (and including) the
immediately preceding Distribution Date (or in the case of the first Distribution Date, the Closing
Date) to (but excluding) such Distribution Date, the rate described in (i)(B) above shall reflect a
weighted average rate calculated on the basis of the actual number of days each Collateral Minimum
Interest Rate was in effect during such period and a year of 360 days.



     On the Determination Date preceding each Distribution Date, the Servicer shall determine an
amount (the “Collateral Interest Shortfall”) equal to (x) the aggregate Collateral Minimum
Monthly Interest for such Distribution Date minus (y) the aggregate amount of funds allocated and
available to pay such Collateral Minimum Monthly Interest on such Distribution Date. If the
Collateral Interest Shortfall with respect to any Distribution Date is greater than zero, on each
subsequent Distribution Date until such Collateral Interest Shortfall is fully paid, an additional
amount (“Collateral Additional Interest”) shall be payable as provided herein with respect
to the Collateral Invested Amount equal to the product of (i) (A) a fraction, the numerator of
which is the actual number of days in the period from (and including) the immediately preceding
Distribution Date to (but excluding) such Distribution Date and the denominator of which is 360 and
(B) the Collateral Minimum Interest Rate in effect during the period from (and including) the
immediately preceding Distribution Date to (but excluding) such Distribution Date, and (ii) such
Collateral Interest Shortfall (or the portion thereof which has not been paid to the Collateral
Interest Holder). Notwithstanding anything to the contrary herein, Collateral Additional Interest
shall be payable or distributed to the Collateral Interest Holder only to the extent permitted by
applicable law.



     (d) The amount of monthly interest (“Collateral Senior Minimum Monthly Interest”)
distributable from the Collection Account with respect to the Collateral Senior Invested Amount on
any Distribution Date shall be an amount equal to the product of (i) (A) a fraction, the numerator
of which is the actual number of days in the period from (and including) the immediately preceding
Distribution Date (or in the case of the first Distribution Date, the Closing Date) to (but
excluding) such Distribution Date and the denominator of which is 360 and (B) the Collateral Senior
Minimum Interest Rate in effect with respect to the period from (and including) the immediately
preceding Distribution Date (or in the case of the first Distribution Date, the Closing Date) to
(but excluding) such Distribution Date, and (ii) the Collateral Senior Invested Amount; provided,
however, that in the event the Collateral Senior Minimum Interest Rate has been modified (as
described in the definition thereof) during the period from (and including) the immediately
preceding Distribution Date (or in the case of the first Distribution Date, the



18









 




Closing Date) to (but excluding) such Distribution Date, the rate described in (i)(B) above
shall reflect a weighted average rate calculated on the basis of the actual number of days each
Collateral Senior Minimum Interest Rate was in effect during such period and a year of 360 days.




     On the Determination Date preceding each Distribution Date, the Servicer shall determine an
amount (the “Collateral Senior Interest Shortfall”) equal to (x) the aggregate Collateral
Senior Minimum Monthly Interest for such Distribution Date minus (y) the aggregate amount of funds
allocated and available to pay such Collateral Senior Minimum Monthly Interest on such Distribution
Date. If the Collateral Senior Interest Shortfall with respect to any Distribution Date is greater
than zero, on each subsequent Distribution Date until such Collateral Senior Interest Shortfall is
fully paid, an additional amount (“Collateral Senior Additional Interest”) shall be payable
as provided herein with respect to the Collateral Senior Invested Amount equal to the product of
(i) (A) a fraction, the numerator of which is the actual number of days in the period from (and
including) the immediately preceding Distribution Date to (but excluding) such Distribution Date
and the denominator of which is 360 and (B) the Collateral Senior Minimum Interest Rate in effect
during the period from (and including) the immediately preceding Distribution Date to (but
excluding) such Distribution Date, and (ii) such Collateral Senior Interest Shortfall (or the
portion thereof which has not been paid to the Collateral Interest Holder). Notwithstanding
anything to the contrary herein, Collateral Senior Additional Interest shall be payable or
distributed to the Collateral Interest Holder only to the extent permitted by applicable law.



     Section 4.03. Principal Funding Account; Controlled Accumulation Period.



     (a) (i) The Servicer, for the benefit of the Series 2011-1 Certificateholders, shall establish
and maintain in the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account (the
“Principal Funding Account”), bearing a designation clearly indicating that the funds
deposited therein and the property credited thereto are held for the benefit of the Series 2011-1
Certificateholders. The Principal Funding Account shall initially be established with The Bank of
New York Mellon.



          (ii) At the written direction of the Servicer, funds on deposit in the Principal Funding
Account shall be invested by the Trustee in Eligible Investments selected by the Servicer. All
such Eligible Investments shall be held by the Trustee for the benefit of the Series 2011-1
Certificateholders; provided that on each Distribution Date all interest and other investment
income (net of losses and investment expenses) (“Principal Funding Account Investment
Proceeds”) on funds on deposit therein shall be applied as set forth in paragraph (iii) below.
Funds on deposit in the Principal Funding Account shall be invested in Eligible Investments that
will mature so that such funds will be available at the close of business on the Transfer Date
preceding the following Distribution Date. Unless the Servicer directs otherwise, funds deposited
in the Principal Funding Account on a Transfer Date (which immediately precedes a Distribution
Date) upon the maturity of any Eligible Investments are not required to be invested overnight. No
such Eligible Investment shall be disposed of prior to its maturity; provided, however, that the
Trustee shall sell, liquidate or dispose of any such Eligible Investment if, prior to the maturity
of such Eligible Investment, a default occurs in the payment of principal, interest or any other
amount with respect to such Eligible Investment; provided further, however, that the Servicer shall
deliver prompt written notice to the Trustee of any such default; and provided further that,
subject to Section 11.01 of the Agreement, the Trustee will not in any way be held liable by reason
of any insufficiency in such Principal Funding Account resulting from any loss on any Eligible
Investment included therein except for losses attributable to the Trustee’s failure to make
payments on such Eligible Investments issued by the Trustee, in its commercial capacity, in
accordance with their terms.




          (iii) On each Distribution Date with respect to the Controlled Accumulation Period, the
Servicer shall direct the Trustee in writing to withdraw from the Principal Funding Account and
deposit into the Collection Account all Principal Funding Account Investment Proceeds then on
deposit in the Principal Funding Account and such Principal Funding Account



19









 




Investment Proceeds shall be treated as a portion of Class A Available Funds and Class B
Available Funds.




          (iv) Reinvested interest and other investment income on funds deposited in the Principal
Funding Account shall not be considered to be principal amounts on deposit therein for purposes of
this Supplement.



     (b) (i) The Trustee shall possess all right, title and interest in all funds and property from
time to time deposited in or credited to the Principal Funding Account and in all proceeds thereof.
The Principal Funding Account shall be under the sole dominion and control of the Trustee for the
benefit of the Series 2011-1 Certificateholders. If, at any time, the Principal Funding Account
ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within
10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating
Agency may consent) establish a new Principal Funding Account meeting the conditions specified in
paragraph (a)(i) above as an Eligible Deposit Account and shall transfer any cash or any
investments to such new Principal Funding Account.



          (ii) Pursuant to the authority granted to the Servicer in subsection 3.01(b) of the Agreement,
the Servicer shall have the power to make withdrawals and payments or to instruct the Trustee to
make withdrawals and payments from the Principal Funding Account for the purposes of carrying out
the Servicer’s or Trustee’s duties hereunder. Pursuant to the authority granted to the Paying
Agent in Section 5.01 of this Supplement and Section 6.07 of the Agreement, the Paying Agent shall
have the power to withdraw funds from the Principal Funding Account for the purpose of making
distributions to the Series 2011-1 Certificateholders.




     (c) The Controlled Accumulation Period is scheduled to commence at the close of business on
the last day of the August 2013 Monthly Period; provided, however, that if the Controlled
Accumulation Period Length (which shall be determined as described below) is less than 12 months,
the date on which the Controlled Accumulation Period actually commences will be delayed to the
close of business on the last day of the month preceding the month that is the number of months
prior to the Expected Final Payment Date at least equal to the Controlled Accumulation Period
Length and, as a result, the number of Monthly Periods in the Controlled Accumulation Period will
at least equal the Controlled Accumulation Period Length. On the Determination Date immediately
preceding the August 2013 Distribution Date, and on each Determination Date thereafter that occurs
prior to the Determination Date occurring in the Monthly Period in which the Controlled
Accumulation Period commences, the Servicer will determine the
“Controlled Accumulation Period Length” which will equal the number of months such that the
sum of the Controlled Accumulation Period Factors for each month during such period will be equal
to or greater than the Required Accumulation Factor Number; provided, however, that the Controlled
Accumulation Period Length shall not be less than one month. Notwithstanding the foregoing, if the
Controlled Accumulation Period Length shall have been determined to be less than 12 months and,
after the date on which such determination is made, a Pay-Out Event or Reinvestment Event (as those
terms are defined in the Supplement for such Series) shall occur with respect to any outstanding
Principal Sharing Series other than Series 2011-1, the Controlled Accumulation Period will commence
on the earlier of (i) the first day of the Monthly Period immediately succeeding the date that such
Pay-Out Event or Reinvestment Event shall have occurred with respect to such Series and (ii) the
date on which the Controlled Accumulation Period is then scheduled to commence.



     Section 4.04. Required Amount.



     (a) With respect to each Distribution Date, on the related Determination Date, the Servicer
shall determine the amount (the “Class A Required Amount”), if any, by which (x) the sum of
(i) Class A Monthly Interest for such Distribution Date, (ii) any Class A Monthly Interest
previously due but not paid to the Class A Certificateholders on a prior Distribution Date, (iii)
any Class A Additional



20









 




Interest for such Distribution Date and (iv) any Class A Additional Interest previously due
but not paid to the Class A Certificateholders on a prior Distribution Date, (v) if TRS or an
Affiliate of TRS is no longer the Servicer, the Class A Servicing Fee for such Distribution Date,
(vi) if TRS or an Affiliate of TRS is no longer the Servicer, any Class A Servicing Fee previously
due but not paid to the Servicer, and (vii) the Class A Investor Default Amount, if any, for such
Distribution Date exceeds (y) the Class A Available Funds. In the event that the difference
between (x) the Class A Required Amount for such Distribution Date and (y) the amount of Excess
Spread and Excess Finance Charge Collections applied with respect thereto pursuant to subsection
4.07(a) on such Distribution Date is greater than zero, the Servicer shall give written notice to
the Transferors and the Trustee of such excess Class A Required Amount on the date of computation.




     (b) With respect to each Distribution Date, on the related Determination Date, the Servicer
shall determine the amount (the “Class B Required Amount”), if any, equal to the sum of (x)
the amount, if any, by which (A) the sum of (i) Class B Monthly Interest for such Distribution
Date, (ii) any Class B Monthly Interest previously due but not paid to the Class B
Certificateholders, (iii) Class B Additional Interest, if any, for such Distribution Date, (iv) any
Class B Additional Interest previously due but not paid to the Class B Certificateholders on a
prior Distribution Date, (v) if TRS or an Affiliate of TRS is no longer the Servicer, the Class B
Servicing Fee for such Distribution Date and (vi) if TRS or an Affiliate of TRS is no longer the
Servicer, any Class B Servicing Fee previously due but not paid to the Servicer exceeds (B) the
Class B Available Funds and (y) the Class B Investor Default Amount for such Distribution Date. In
the event that the difference between (x) the Class B Required Amount for such Distribution Date
and (y) the amount of Excess Spread and Excess Finance Charge Collections applied with respect
thereto pursuant to subsection 4.07(d) on such Distribution Date is greater than zero, the Servicer
shall give written notice to the Transferors and the Trustee of such excess Class B Required Amount
on the date of computation.



     (c) With respect to each Distribution Date, on the related Determination Date, the Servicer
shall determine the amount (the “Collateral Senior Required Amount”), if any, by which (x)
the sum of (i) if TRS or an Affiliate of TRS is no longer the Servicer, the Collateral Servicing
Fee for such Distribution Date, (ii) if TRS or an Affiliate of TRS is no longer the Servicer, any
Collateral Servicing Fee previously due but not paid to the Servicer, (iii) Collateral Senior
Minimum Monthly Interest for such Distribution Date, (iv) any Collateral Senior Minimum Monthly
Interest previously due but not distributed to the Collateral Interest Holder on a prior
Distribution Date, (v) Collateral Senior Additional Interest, if any, for such Distribution Date,
and (vi) any Collateral Senior Additional Interest previously due but not distributed to the
Collateral Interest Holder on a prior Distribution Date exceeds (y) the sum of (A) the amount of
Collateral Available Funds to be applied under Section 4.05(c)(i) on such Distribution Date and (B)
the amount of Excess Spread and Excess Finance Charge Collections available to be applied pursuant
to subsection 4.07(f) on such Distribution Date. In the event that the Collateral Senior Required
Amount is greater than zero, the Servicer shall give written notice to the Transferors and the
Trustee of such Collateral Senior Required Amount on the date of computation.



     Section 4.05. Application of Class A Available Funds, Class B Available Funds, Collateral
Available Funds and Available Principal Collections. The Servicer shall apply, or shall cause
the Trustee to apply by written instruction to the Trustee substantially in the form of Exhibit B,
on each Distribution Date, Class A Available Funds, Class B Available Funds, Collateral Available
Funds and Available Principal Collections on deposit in the Collection Account with respect to such
Distribution Date to make the following distributions:



     (a) On each Distribution Date, an amount equal to the Class A Available Funds with respect to
such Distribution Date will be distributed or deposited in the following priority:




     (i) an amount equal to Class A Monthly Interest for such Distribution Date,
plus the amount of any Class A Monthly Interest previously due but not distributed



21









 







to Class A Certificateholders on a prior Distribution Date, plus the amount of
any Class A Additional Interest for such Distribution Date and any Class A
Additional Interest previously due but not distributed to Class A Certificateholders
on a prior Distribution Date, shall be distributed to the Paying Agent for payment
to the Class A Certificateholders;




     (ii) if TRS or an Affiliate of TRS is no longer the Servicer, an amount equal
to the Class A Servicing Fee for such Distribution Date, plus the amount of any
Class A Servicing Fee previously due but not distributed to the Servicer on a prior
Distribution Date, shall be distributed to the Servicer;




     (iii) an amount equal to the Class A Investor Default Amount for such
Distribution Date shall be treated as a portion of Available Principal Collections
for such Distribution Date; and




     (iv) the balance, if any, shall constitute Excess Spread and shall be allocated
and distributed or deposited as set forth in Section 4.07.



     (b) On each Distribution Date, an amount equal to the Class B Available Funds with respect to
such Distribution Date will be distributed or deposited in the following priority:




     (i) an amount equal to Class B Monthly Interest for such Distribution Date,
plus the amount of any Class B Monthly Interest previously due but not distributed
to Class B Certificateholders on a prior Distribution Date, plus the amount of any
Class B Additional Interest for such Distribution Date and any Class B Additional
Interest previously due but not distributed to Class B Certificateholders on a prior
Distribution Date, shall be distributed to the Paying Agent for payment to the Class
B Certificateholders;




     (ii) if TRS or an Affiliate of TRS is no longer the Servicer, an amount equal
to the Class B Servicing Fee for such Distribution Date, plus the amount of any
Class B Servicing Fee previously due but not distributed to the Servicer on a prior
Distribution Date, shall be distributed to the Servicer; and




     (iii) the balance, if any, shall constitute Excess Spread and shall be
allocated and distributed or deposited as set forth in Section 4.07.



     (c) On each Distribution Date, an amount equal to the Collateral Available Funds with respect
to such Distribution Date will be distributed or deposited in the following priority:




     (i) if TRS or an Affiliate of TRS is no longer the Servicer, an amount equal to
the Collateral Servicing Fee for such Distribution Date, plus the amount of any
Collateral Servicing Fee previously due but not distributed to the Servicer on a
prior Distribution Date, shall be distributed to the Servicer; and




     (ii) the balance, if any, shall constitute Excess Spread and shall be allocated
and distributed or deposited as set forth in Section 4.07.



     (d) On each Distribution Date with respect to the Revolving Period, an amount equal to the
Available Principal Collections deposited in the Collection Account for the related Monthly Period
shall be treated as Shared Principal Collections and applied in accordance with Section 4.04 of the
Agreement.



22









 





     (e) On each Distribution Date with respect to the Controlled Accumulation Period, an amount
equal to the Available Principal Collections deposited in the Collection Account for the related
Monthly Period shall be distributed in the following order of priority:




     (i) an amount equal to the lesser of (x) the Controlled Deposit Amount and (y)
the sum of the Class A Adjusted Invested Amount and the Class B Adjusted Invested
Amount shall be deposited in the Principal Funding Account;




     (ii) for each Distribution Date beginning on the Distribution Date on which the
Class B Invested Amount shall have been paid in full, an amount up to the Collateral
Invested Amount shall be distributed to the Collateral Interest Holder; and




     (iii) the balance of such Available Principal Collections shall be treated as
Shared Principal Collections and applied in accordance with Section 4.04 of the
Agreement.



     (f) On each Distribution Date with respect to the Early Amortization Period, an amount equal
to Available Principal Collections deposited in the Collection Account for the related Monthly
Period shall be distributed or deposited in the following order of priority:




     (i) an amount up to the Class A Adjusted Invested Amount on such Distribution
Date shall be deposited in the Principal Funding Account for distribution to the
Class A Certificateholders;




     (ii) for each Distribution Date beginning on the Distribution Date on which the
Class A Invested Amount is paid in full, an amount up to the Class B Adjusted
Invested Amount on such Distribution Date shall be deposited in the Principal
Funding Account for distribution to the Class B Certificateholders;




     (iii) for each Distribution Date beginning on the Distribution Date on which
the Class B Invested Amount is paid in full, an amount up to the Collateral Invested
Amount on such Distribution Date shall be distributed to the Collateral Interest
Holder; and




     (iv) for each Distribution Date, after giving effect to paragraphs (i), (ii)
and (iii) above, an amount equal to the balance, if any, of such Available Principal
Collections will be treated as Shared Principal Collections and applied in
accordance with Section 4.04 of the Agreement.



     Section 4.06. Defaulted Amounts; Investor Charge-Offs.



     (a) On each Determination Date, the Servicer shall calculate the Class A Investor Default
Amount, if any, for the related Distribution Date. If, on any Distribution Date, the Class A
Required Amount for the related Monthly Period exceeds the sum of (x) the amount of Reallocated
Principal Collections allocated to Series 2011-1 with respect to such Monthly Period and (y) the
amount of Excess Spread and the Excess Finance Charge Collections allocable to Series 2011-1 with
respect to such Monthly Period, the Collateral Invested Amount, if any, will be reduced by the
amount of such excess, but not by more than the Class A Investor Default Amount for such
Distribution Date. In the event that such reduction would cause the Collateral Invested Amount to
be a negative number, the Collateral Invested Amount will be reduced to zero and the Class B
Invested Amount shall be reduced by the amount by which the Collateral Invested Amount would have
been reduced below zero, but not by more than the excess, if any, of the Class A Investor Default
Amount for such Distribution Date over the amount of such reduction, if any, of the Collateral
Invested Amount with respect to such Distribution



23









 




Date. In the event that such reduction would cause the Class B Invested Amount to be a
negative number, the Class B Invested Amount shall be reduced to zero, and the Class A Invested
Amount shall be reduced by the amount by which the Class B Invested Amount would have been reduced
below zero, but not by more than the excess, if any, of the Class A Investor Default Amount for
such Distribution Date over the aggregate amount of the reductions, if any, of the Collateral
Invested Amount and the Class B Invested Amount for such Distribution Date (a
“Class A Investor Charge-Off”). Class A Investor Charge-Offs shall thereafter be
reimbursed and the Class A Invested Amount increased (but not by an amount in excess of the
aggregate unreimbursed Class A Investor Charge-Offs) on any Distribution Date by the amount of
Excess Spread and Excess Finance Charge Collections allocated and available for that purpose
pursuant to subsection 4.07(b). References to “negative numbers” above shall be determined without
regard to the requirement that the Invested Amount of a Class not be reduced below zero.




     (b) On each Determination Date, the Servicer shall calculate the Class B Investor Default
Amount, if any, for the related Distribution Date. If, on any Distribution Date, the Class B
Required Amount for such Distribution Date exceeds the sum of (x) the amount of Excess Spread and
Excess Finance Charge Collections allocated to Series 2011-1 with respect to the related Monthly
Period which are allocated and available to pay such amount pursuant to subsection 4.07(d) and (y)
the Reallocated Principal Collections allocable to the Collateral Interest and not required to pay
the Class A Required Amount with respect to such Distribution Date, then the Collateral Invested
Amount shall be reduced by the amount of such excess. In the event that such reduction would cause
the Collateral Invested Amount to be a negative number, the Collateral Invested Amount shall be
reduced to zero, and the Class B Invested Amount shall be reduced by the amount by which the
Collateral Invested Amount would have been reduced below zero, but not by more than the excess, if
any, of the Class B Investor Default Amount for such Distribution Date over the amount of such
reduction, if any, of the Collateral Invested Amount with respect to such Distribution Date (a
“Class B Investor Charge-Off”). Class B Investor Charge-Offs shall thereafter be
reimbursed and the Class B Invested Amount increased (but not by an amount in excess of the
aggregate unreimbursed Class B Investor Charge-Offs) on any Distribution Date by the amount of
Excess Spread and Excess Finance Charge Collections allocated and available for that purpose
pursuant to subsection 4.07(e). References to “negative numbers” above shall be determined without
regard to the requirement that the Invested Amount of a Class not be reduced below zero.



     (c) On each Determination Date, the Servicer shall calculate the Collateral Default Amount.
If on any Distribution Date the Collateral Default Amount for the previous Monthly Period exceeds
the amount of Excess Spread and Excess Finance Charge Collections allocated to Series 2011-1 with
respect to the related Monthly Period which are allocated and available to pay such amount pursuant
to subsection 4.07(h), the Collateral Invested Amount will be reduced by the amount of such excess
but not by more than the lesser of the Collateral Default Amount and the Collateral Invested Amount
for such Distribution Date (a “Collateral Charge-Off”). The Collateral Invested Amount
will be reimbursed after any reduction pursuant to this Section 4.06 on any Distribution Date by
the amount of Excess Spread and Excess Finance Charge Collections allocated and available on such
Distribution date for that purpose as described under subsection 4.07(i).



     Section 4.07. Excess Spread; Excess Finance Charge Collections. The Servicer shall
apply, or shall cause the Trustee to apply by written instruction to the Trustee substantially in
the form of Exhibit B, on each Distribution Date, Excess Spread and Excess Finance Charge
Collections allocated to Series 2011-1 with respect to the related Monthly Period, to make the
following distributions or deposits in the following order of priority:



     (a) an amount equal to the Class A Required Amount, if any, with respect to such Distribution
Date shall be distributed by the Trustee to fund the Class A Required Amount in accordance with,
and in the priority set forth in, subsections 4.05(a)(i), (ii) and (iii);



24









 





     (b) an amount equal to the aggregate amount of Class A Investor Charge-Offs which have not
been previously reimbursed shall be treated as a portion of Available Principal Collections for
such Distribution Date;



     (c) an amount equal to interest on the aggregate outstanding principal balance of the Class B
Certificates not otherwise distributed to the Class B Certificateholders pursuant to Section
4.05(b)(i), at a rate per annum equal to the Class B Certificate Rate, shall be distributed to the
Class B Certificateholders, except that interest previously due but not paid will accrue interest
at a rate per annum equal to the Class B Certificate Rate plus 2% per annum;



     (d) an amount equal to the Class B Required Amount, if any, with respect to such Distribution
Date will be (i) used to fund the Class B Required Amount and be applied in accordance with
subsections 4.05(b)(i) and 4.05(b)(ii), and then (ii) an amount up to the Class B Investor Default
Amount will be treated and applied as Available Principal Collections for such Distribution Date;



     (e) an amount equal to the aggregate amount by which the Class B Invested Amount has been
reduced pursuant to clauses (c), (d) and (e) of the definition of “Class B Invested Amount” in
Section 2.01 of this Supplement (but not in excess of the aggregate amount of such reductions which
have not been previously reimbursed) shall be treated as a portion of Available Principal
Collections for such Distribution Date;



     (f) an amount equal to Collateral Senior Minimum Monthly Interest for such Distribution Date,
plus the amount of any Collateral Senior Minimum Monthly Interest previously due but not
distributed to the Collateral Interest Holder on a prior Distribution Date, plus the amount of any
Collateral Senior Additional Interest for such Distribution Date and any Collateral Senior
Additional Interest previously due but not distributed to the Collateral Interest Holder on a prior
Distribution Date, shall be distributed to the Collateral Interest Holder;



     (g) an amount equal to the Monthly Servicing Fee for such Distribution Date that has not been
paid to the Servicer and any Monthly Servicing Fee due but not paid to the Servicer on a prior
Distribution Date shall be paid to the Servicer;



     (h) an amount equal to the Collateral Default Amount, if any, for such Distribution Date shall
be treated as a portion of Available Principal Collections for such Distribution Date;



     (i) an amount equal to the aggregate amount by which the Collateral Invested Amount has been
reduced pursuant to clauses (c), (d) and (e) of the definition of “Collateral Invested Amount” (but
not in excess of the aggregate amount of such reductions which have not been previously reimbursed)
shall be treated as a portion of Available Principal Collections for such Distribution Date;



     (j) on each Distribution Date from and after the Reserve Account Funding Date, but prior to
the date on which the Reserve Account terminates pursuant to subsection 4.12(f), an amount up to
the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account
Amount shall be deposited into the Reserve Account; and



     (k) the balance, if any, will be distributed to the Collateral Interest Holder.



     Section 4.08. Reallocated Principal Collections. On each Distribution Date, the
Servicer shall apply, or shall cause the Trustee to apply by written instruction to the Trustee
substantially in the form of Exhibit B, Reallocated Principal Collections with respect to such
Distribution Date, to make the following distributions or deposits in the following order of
priority



25









 





     (a) an amount equal to the excess, if any, of (i) the Class A Required Amount, if any, with
respect to such Distribution Date over (ii) the amount of Excess Spread and Excess Finance Charge
Collections allocated to Series 2011-1 with respect to the related Monthly Period shall be
distributed by the Trustee to fund any deficiency pursuant to and in the priority set forth in
subsections 4.05(a)(i), (ii) and (iii);



     (b) an amount equal to the excess, if any, of (i) the Class B Required Amount, if any, with
respect to such Distribution Date over (ii) the amount of Excess Spread and Excess Finance Charge
Collections allocated and available to the Class B Certificates pursuant to subsections 4.07(c) and
(d) on such Distribution Date shall be applied first to fund any deficiency pursuant to subsections
4.05(b)(i) and (ii) and then to fund any deficiency pursuant to and in the priority set forth in
subsections 4.07(c) and (d); and



     (c) an amount equal to the Collateral Senior Required Amount, if any, with respect to such
Distribution Date shall be applied to fund any deficiency pursuant to subsection 4.05(c)(i) and
subsection 4.07(f), in that order of priority; provided, however, that Reallocated Principal
Collections shall only be applied pursuant to this subsection 4.08(c) to the extent the Collateral
Invested Amount shall be no lower than the Collateral Senior Invested Amount after giving effect to
the related reduction in the Collateral Invested Amount.



     All Reallocated Principal Collections with respect to the Collateral Invested Amount shall be
applied prior to applying any such Reallocated Principal Collections with respect to the Class B
Invested Amount. Only Reallocated Principal Collections with respect to the Collateral Invested
Amount shall be applied pursuant to clauses (b) or (c) above.



     On each Distribution Date, the Collateral Invested Amount shall be reduced by the amount of
Reallocated Principal Collections for such Distribution Date; provided, however, that the
Collateral Invested Amount shall not be reduced below the Collateral Senior Invested Amount in
connection with the application of Reallocated Principal Collections pursuant to subsection
4.08(c). In the event that such reduction would cause the Collateral Invested Amount (after giving
effect to any Collateral Charge-Offs for such Distribution Date) to be a negative number, the
Collateral Invested Amount (after giving effect to any Collateral Charge-Offs for such Distribution
Date) shall be reduced to zero and the Class B Invested Amount shall be reduced by the amount by
which the Collateral Invested Amount would have been reduced below zero. In the event that the
reallocation of Reallocated Principal Collections would cause the Class B Invested Amount (after
giving effect to any Class B Investor Charge-Offs for such Distribution Date) to be a negative
number on any Distribution Date, Reallocated Principal Collections shall be reallocated on such
Distribution Date in an aggregate amount not to exceed the amount which would cause the Class B
Invested Amount (after giving effect to any Class B Investor Charge-Offs for such Distribution
Date) to be reduced to zero. References to “negative numbers” above shall be determined without
regard to the requirement that the Invested Amount of a Class not be reduced below zero.



     Section 4.09. Excess Finance Charge Collections. Series 2011-1 shall be an Excess
Allocation Series. Subject to Section 4.05 of the Agreement, Excess Finance Charge Collections
with respect to the Excess Allocation Series for any Distribution Date will be allocated to Series
2011-1 in an amount equal to the product of (x) the aggregate amount of Excess Finance Charge
Collections with respect to all the Excess Allocation Series for such Distribution Date and (y) a
fraction, the numerator of which is the Finance Charge Shortfall for Series 2011-1 for such
Distribution Date and the denominator of which is the aggregate amount of Finance Charge Shortfalls
for all the Excess Allocation Series for such Distribution Date. The
“Finance Charge Shortfall” for Series 2011-1 for any Distribution Date will be equal to the
excess, if any, of (a) the full amount required to be paid, without duplication, pursuant to
subsections 4.05(a), 4.05(b) and 4.05(c) and subsections 4.07(a) through (j) on such Distribution
Date and the full amount required to be paid, without duplication, pursuant to subsections
3.02(a)(iii) and



26









 




3.02(a)(iv) of the Transfer Agreement on the related Payment Date (as such term is defined in
the Transfer Agreement) over (b) the sum of (i) the Reallocated Investor Finance Charge
Collections, (ii) if such Monthly Period relates to a Distribution Date with respect to the
Controlled Accumulation Period or Early Amortization Period, the amount of Principal Funding
Account Investment Proceeds, if any, with respect to such Distribution Date and (iii) the amount of
funds, if any, to be withdrawn from the Reserve Account which, pursuant to subsection 4.12(d), are
required to be included in Class A Available Funds with respect to such Distribution Date. The
amount of Excess Finance Charge Collections for Series 2011-1 for any Distribution Date shall be
specified in subsection 3.02(a)(v) of the Transfer Agreement. On each Distribution Date, the
Trustee shall deposit into the Collection Account for application in accordance with Section 4.05
of the Agreement the aggregate amount of Excess Finance Charge Collections received by the Trustee
pursuant to the Transfer Agreement on such date.




     Section 4.10. Reallocated Investor Finance Charge Collections.



     (a) That portion of Group II Investor Finance Charge Collections for any Distribution Date
equal to the amount of Reallocated Investor Finance Charge Collections for such Distribution Date
will be allocated to Series 2011-1 and will be distributed as set forth in this Supplement.



     (b) Reallocated Investor Finance Charge Collections with respect to any Distribution Date
shall equal the sum of (i) the aggregate amount of Series 2011-1 Monthly Interest, Investor Default
Amount, Series 2011-1 Monthly Fees and Series 2011-1 Additional Amounts for such Distribution Date
and (ii) that portion of excess Group II Investor Finance Charge Collections to be included in
Reallocated Investor Finance Charge Collections pursuant to subsection (c) hereof; provided,
however, that if the amount of Group II Investor Finance Charge Collections for such Distribution
Date is less than the sum of (w) Group II Investor Monthly Interest, (x) Group II Investor Default
Amount, (y) Group II Investor Monthly Fees and (z) Group II Investor Additional Amounts, then
Reallocated Investor Finance Charge Collections shall equal the sum of the following amounts for
such Distribution Date:




     (A) The product of (I) Group II Investor Finance Charge Collections (up to the
amount of Group II Investor Monthly Interest) and (II) a fraction, the numerator of
which is Series 2011-1 Monthly Interest and the denominator of which is Group II
Investor Monthly Interest;




     (B) the product of (I) Group II Investor Finance Charge Collections less the
amount of Group II Investor Monthly Interest (up to the Group II Investor Default
Amount) and (II) a fraction, the numerator of which is the Investor Default Amount
and the denominator of which is the Group II Investor Default Amount;




     (C) the product of (I) Group II Investor Finance Charge Collections less the
amount of Group II Investor Monthly Interest and the Group II Investor Default
Amount (up to Group II Investor Monthly Fees) and (II) a fraction, the numerator of
which is Series 2011-1 Monthly Fees and the denominator of which is Group II
Investor Monthly Fees; and




     (D) the product of (I) Group II Investor Finance Charge Collections less the
sum of (i) Group II Investor Monthly Interest, (ii) the Group II Investor Default
Amount and (iii) Group II Investor Monthly Fees and (II) a fraction, the numerator
of which is Series 2011-1 Additional Amounts and the denominator of which is Group
II Investor Additional Amounts.



     (c) If the amount of Group II Investor Finance Charge Collections for such Distribution Date
exceeds the sum of (i) Group II Investor Monthly Interest, (ii) Group II Investor Default Amount,
(iii) Group II Investor Monthly Fees and (iv) Group II Investor Additional Amounts, then



27









 




Reallocated Investor Finance Charge Collections for such Distribution Date shall include an
amount equal to the product of (x) the amount of such excess and (y) a fraction, the numerator of
which is the Invested Amount as of the last day of the second preceding Monthly Period (or, for
Series 2011-1 only, with respect to the first Distribution Date, as of the Closing Date) and the
denominator of which is the sum of such Invested Amount and the aggregate invested amounts for all
other Series included in Group II as of such last day (or, for Series 2011-1 only, with respect to
the first Distribution Date, as of the Closing Date).




     Section 4.11. Shared Principal Collections. Subject to Section 4.04 of the Agreement,
Shared Principal Collections for any Distribution Date will be allocated to Series 2011-1 in an
amount equal to the product of (x) the aggregate amount of Shared Principal Collections with
respect to all Principal Sharing Series for such Distribution Date and (y) a fraction, the
numerator of which is the Series 2011-1 Principal Shortfall for such Distribution Date and the
denominator of which is the aggregate amount of Principal Shortfalls for all the Series which are
Principal Sharing Series for such Distribution Date. The
“Series 2011-1 Principal Shortfall” will be equal to (a) for any Distribution Date with
respect to the Revolving Period, zero, (b) for any Distribution Date with respect to the Controlled
Accumulation Period, the excess, if any, of the Controlled Deposit Amount with respect to such
Distribution Date over the amount of Available Principal Collections for such Distribution Date
(excluding any portion thereof attributable to Shared Principal Collections), and (c) for any
Distribution Date with respect to the Early Amortization Period, the excess, if any, of the
Invested Amount over the amount of Available Principal Collections for such Distribution Date
(excluding any portion thereof attributable to Shared Principal Collections).



     Section 4.12. Reserve Account.



     (a) The Servicer shall establish and maintain, in the name of the Trustee, on behalf of the
Trust, for the benefit of the Series 2011-1 Certificateholders, an Eligible Deposit Account (the
“Reserve Account”) bearing a designation clearly indicating that the funds deposited
therein and the property credited thereto are held for the benefit of the Series 2011-1
Certificateholders. The Reserve Account shall initially be established with The Bank of New York
Mellon. The Trustee shall possess all right, title and interest in all funds and property from
time to time deposited in or credited to the Reserve Account and in all proceeds thereof. The
Reserve Account shall be under the sole dominion and control of the Trustee for the benefit of the
Series 2011-1 Certificateholders. If at any time the Reserve Account ceases to be an Eligible
Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such
longer period, not to exceed 30 calendar days, as to which each Rating Agency shall consent)
establish a new Reserve Account meeting the conditions specified above as an Eligible Deposit
Account, and shall transfer any cash or any investments to such new Reserve Account. The Trustee,
at the direction of the Servicer, shall (i) make withdrawals from the Reserve Account from time to
time in an amount up to the Available Reserve Account Amount at such time, for the purposes set
forth in this Supplement, and (ii) on each Distribution Date (from and after the Reserve Account
Funding Date) prior to the termination of the Reserve Account make a deposit into the Reserve
Account in the amount specified in, and otherwise in accordance with, subsection 4.07(j).



     (b) Funds on deposit in the Reserve Account shall be invested at the written direction of the
Servicer by the Trustee in Eligible Investments. Funds on deposit in the Reserve Account on any
Transfer Date, after giving effect to any withdrawals from the Reserve Account on such Transfer
Date, shall be invested in such investments that will mature so that such funds will be available
for withdrawal on or prior to the following Transfer Date. No such Eligible Investment shall be
disposed of prior to its maturity; provided, however, that the Trustee shall sell, liquidate or
dispose of any such Eligible Investment if, prior to the maturity of such Eligible Investment, a
default occurs in the payment of principal, interest or any other amount with respect to such
Eligible Investment; provided further, however, that the Servicer shall deliver prompt written
notice to the Trustee of any such default; and provided further that, subject to Section 11.01 of
the Agreement, the Trustee will not in any way be held



28









 




liable by reason of any insufficiency in such Reserve Account resulting from any loss on any
Eligible Investment included therein except for losses attributable to the Trustee’s failure to
make payments on such Eligible Investments issued by the Trustee, in its commercial capacity, in
accordance with their terms. On each Distribution Date, all interest and earnings (net of losses
and investment expenses) accrued since the preceding Distribution Date on funds on deposit in the
Reserve Account shall be retained in the Reserve Account (to the extent that the Available Reserve
Account Amount is less than the Required Reserve Account Amount) and the balance, if any, shall be
deposited in the Collection Account and treated as collections of Finance Charge Receivables
allocable to Series 2011-1. For purposes of determining the availability of funds or the balance
in the Reserve Account for any reason under this Supplement, except as otherwise provided in the
preceding sentence, investment earnings on such funds shall be deemed not to be available or on
deposit.




     (c) On the Determination Date preceding each Distribution Date with respect to the Controlled
Accumulation Period and the first Special Payment Date, the Servicer shall calculate the
“Reserve Draw Amount” which shall be equal to the excess, if any, of the Covered Amount
with respect to such Distribution Date or Special Payment Date over the Principal Funding Account
Investment Proceeds with respect to such Distribution Date or Special Payment Date; provided, that
such amount will be reduced to the extent that funds otherwise would be available for deposit in
the Reserve Account under subsection 4.07(j) with respect to such Distribution Date or Special
Payment Date.



     (d) In the event that for any Distribution Date the Reserve Draw Amount is greater than zero,
the Reserve Draw Amount, up to the Available Reserve Account Amount, shall be withdrawn from the
Reserve Account on the related Transfer Date by the Trustee (acting in accordance with the
instructions of the Servicer), deposited into the Collection Account and included in Class A
Available Funds for such Distribution Date.



     (e) In the event that the Reserve Account Surplus on any Distribution Date, after giving
effect to all deposits to and withdrawals from the Reserve Account with respect to such
Distribution Date, is greater than zero, the Trustee, acting in accordance with the written
instructions of the Servicer, shall withdraw from the Reserve Account, and distribute to the
Collateral Interest Holder, an amount equal to such Reserve Account Surplus.



     (f) Upon the earliest to occur of (i) the day on which the Invested Amount is paid in full to
the Series 2011-1 Certificateholders, (ii) if the Controlled Accumulation Period has not commenced,
the occurrence of a Pay-Out Event with respect to Series 2011-1, (iii) if the Controlled
Accumulation Period has commenced, the earlier of the first Special Payment Date and the Expected
Final Payment Date and (iv) the termination of the Trust pursuant to the Agreement, the Trustee,
acting in accordance with the instructions of the Servicer, after the prior payment of all amounts
owing to the Class A Certificateholders which are payable from the Reserve Account as provided
herein, shall withdraw from the Reserve Account and pay to the Collateral Interest Holder all
amounts, if any, on deposit in the Reserve Account and the Reserve Account shall be deemed to have
terminated for purposes of this Supplement.



     Section 4.13. Investment Instructions.



     (a) Any investment instructions required to be given to the Trustee pursuant to the terms
hereof must be given to the Trustee no later than 10:30 a.m. (New York City time) on the date such
investment is to be made. In the event the Trustee receives such investment instruction later than
such time, the Trustee may, but shall have no obligation to, make such investment. In the event
the Trustee is unable to make an investment required in an investment instruction received by the
Trustee after 10:30 a.m. (New York City time) on such day, such investment shall be made by the
Trustee on the next succeeding Business Day. In no event shall the Trustee be liable for any
investment not made pursuant to



29









 




investment instructions received after 10:30 a.m. (New York City time) on the day such
investment is requested to be made.




     (b) The Trustee shall hold each Eligible Investment that constitutes investment property
through a securities intermediary, which securities intermediary shall agree with the Trustee that
(i) such investment property at all times shall be credited to a securities account of the Trustee,
(ii) all property credited to such securities account shall be treated as a financial asset, (iii)
such securities intermediary shall treat the Trustee as entitled to exercise the rights that
comprise each financial asset credited to such securities account, (iv) such securities
intermediary shall comply with entitlement orders originated by the Trustee without the further
consent of any other person or entity, (v) such securities intermediary shall not agree with any
person or entity other than the Trustee to comply with entitlement orders originated by any person
or entity other than the Trustee, (vi) such securities account and all property credited thereto
shall not be subject to any lien, security interest, right of set-off, or encumbrance in favor of
such securities intermediary or anyone claiming through such securities intermediary (other than
the Trustee), (vii) such agreement between such securities intermediary and the Trustee shall be
governed by the laws of the State of New York, and (viii) such securities intermediary’s
jurisdiction for purposes of the Uniform Commercial Code shall be the State of New York. The
Trustee shall maintain possession of each other Eligible Investment in the State of New York,
separate and apart from all other property held by the Trustee. Notwithstanding any other provision
of this Supplement, the Trustee shall not hold any Eligible Investment through an agent except as
expressly permitted by this Section 4.13(b). Each term used in this Section 4.13(b) and defined in
the New York Uniform Commercial Code shall have the meaning set forth in the New York Uniform
Commercial Code.



     Section 4.14. Determination of LIBOR.



     (a) On each LIBOR Determination Date, the Trustee will determine LIBOR for the related
Interest Accrual Period, which shall be the rate for deposits in United States dollars for a period
equal to one month (commencing on the first day of such Interest Accrual Period) that appears on
Reuters Screen LIBOR01 Page as of 11:00 a.m., London time, on such date. Upon such determination,
the Trustee shall notify the Servicer of LIBOR for such LIBOR Determination Date. If such rate
does not appear on Reuters Screen LIBOR01 Page, the rate for the LIBOR Determination Date will be
determined on the basis of the rates at which deposits in United States dollars are offered by the
Reference Banks at approximately 11:00 a.m., London time, on that day to prime banks in the London
interbank market for a period equal to one month (commencing on the first day of such Interest
Accrual Period). The Servicer will request the principal London office of each of the Reference
Banks to provide a quotation of its rate. If at least two such quotations are provided, the rate
for that LIBOR Determination Date will be the arithmetic mean of the quotations. If fewer than two
quotations are provided as requested, the rate for that LIBOR Determination Date will be the
arithmetic mean of the rates quoted by major banks in New York City, selected by the Servicer, at
approximately 11:00 a.m., New York City time, on that day for loans in United States dollars to
leading European banks for a period equal to one month (commencing on the first day of such
Interest Accrual Period). If the banks selected by the Servicer are not quoting rates as provided
in the immediately preceding sentence, LIBOR for such Interest Accrual Period will be LIBOR in
effect for the immediately preceding Interest Accrual Period.



     (b) The Servicer shall determine, and promptly notify the Transferors and the Trustee of, the
Class A Certificate Rate and the Class B Certificate Rate for the applicable Interest Accrual
Period. The Class A Certificate Rate and Class B Certificate Rate applicable to the then current
and the immediately preceding Interest Accrual Periods may be obtained by any Investor
Certificateholder by telephoning the Trustee at its Corporate Trust Office at (212) 815-6258.



     (c) On each LIBOR Determination Date prior to 3:00 p.m., New York City time, the Trustee shall
send to the Transferors and the Servicer by facsimile, notification of LIBOR for the following
Interest Accrual Period.



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ARTICLE V




Distributions and Reports to

Series 2011-1 Certificateholders



     Section 5.01. Distributions.



     (a) On each Distribution Date, the Paying Agent shall distribute to each Class A
Certificateholder of record on the related Record Date (other than as provided in Section 12.02 of
the Agreement) such Class A Certificateholder’s pro rata share of the amounts held by the Paying
Agent that are allocated and available on such Distribution Date to pay interest on the Class A
Certificates pursuant to this Supplement.



     (b) On each Special Payment Date and on the Expected Final Payment Date, the Paying Agent
shall distribute (in accordance with the Certificate delivered by the Servicer pursuant to Section
3.04(b) of the Agreement) to each Class A Certificateholder of record on the related Record Date
(other than as provided in Section 12.02 of the Agreement) such Class A Certificateholder’s pro
rata share of the amounts on deposit in the Principal Funding Account or otherwise held by the
Paying Agent that are allocated and available on such date to pay principal of the Class A
Certificates pursuant to this Supplement up to a maximum amount on any such date equal to the Class
A Invested Amount on such date (unless there has been an optional repurchase of the Series 2011-1
Certificateholders’ Interest pursuant to Section 10.01 of the Agreement, in which event the
foregoing limitation will not apply).



     (c) On each Distribution Date, the Paying Agent shall distribute (in accordance with the
Certificate delivered by the Servicer pursuant to Section 3.04(b) of the Agreement) to each Class B
Certificateholder of record on the related Record Date (other than as provided in Section 12.02 of
the Agreement) such Class B Certificateholder’s pro rata share of the amounts held by the Paying
Agent that are allocated and available on such Distribution Date to pay interest on the Class B
Certificates pursuant to this Supplement.



     (d) On each Special Payment Date, and on the Expected Final Payment Date, the Paying Agent
shall distribute (in accordance with the Certificate delivered by the Servicer pursuant to Section
3.04(b) of the Agreement) to each Class B Certificateholder of record on the related Record Date
(other than as provided in Section 12.02 of the Agreement) such Class B Certificateholder’s pro
rata share of the amounts on deposit in the Principal Funding Account or otherwise held by the
Paying Agent that are allocated and available on such date to pay principal of the Class B
Certificates pursuant to this Supplement up to a maximum amount on any such date equal to the Class
B Invested Amount on such date (unless there has been an optional repurchase of the Series 2011-1
Certificateholders’ Interest pursuant to Section 10.01 of the Agreement, in which event the
foregoing limitation will not apply).



     (e) On each Distribution Date, the Trustee shall distribute to the Collateral Interest Holder
the aggregate amount payable to the Collateral Interest Holder pursuant to Sections 4.05, 4.07,
4.12, 8.01 and 8.02 to the Collateral Interest Holder’s account, as specified in writing by the
Collateral Interest Holder, in immediately available funds.



     (f) The distributions to be made pursuant to this Section 5.01 are subject to the provisions
of Sections 2.06, 9.02, 10.01 and 12.02 of the Agreement and Sections 8.01 and 8.02 of this
Supplement.



     (g) Except as provided in Section 12.02 of the Agreement with respect to a final distribution,
distributions to Series 2011-1 Certificateholders hereunder shall be made by check mailed to each
Series 2011-1 Certificateholder at such Series 2011-1 Certificateholder’s address appearing in the
Certificate Register without presentation or surrender of any Series 2011-1 Certificate or the
making of



31









 




any notation thereon; provided, however, that with respect to Series 2011-1 Certificates
registered in the name of a Clearing Agency, such distributions shall be made to such Clearing
Agency in immediately available funds.




     (h) The distributions to be made pursuant to this Section 5.01 are to be made pursuant to the
written instructions of the Servicer substantially in the form of Exhibit B.



     Section 5.02. Reports and Statements to Series 2011-1 Certificateholders.



     (a) On each Distribution Date, the Paying Agent, on behalf of the Trustee, shall forward to
each Series 2011-1 Certificateholder a statement substantially in the form of Exhibit C-1
to this Supplement prepared by the Servicer and delivered to the Paying Agent.



     (b) Not later than each Determination Date, the Servicer shall deliver to the Trustee, the
Paying Agent, the Transferors, each Rating Agency and the Collateral Interest Holder (i) a
statement substantially in the form of Exhibit C-1 to this Supplement prepared by the Servicer and
(ii) a certificate of a Servicing Officer substantially in the form of Exhibit D.



     (c) A copy of each statement or certificate provided pursuant to paragraph (a) or (b) may be
obtained by any Series 2011-1 Certificateholder or any Certificate Owner thereof by a request in
writing to the Servicer.



     (d) On or before January 31 of each calendar year, beginning with calendar year 2012, the
Paying Agent, on behalf of the Trustee, shall furnish or cause to be furnished to each Person who
at any time during the preceding calendar year was a Series 2011-1 Certificateholder, a statement
substantially in the form of Exhibit C-2 to this Supplement prepared by the Servicer for
such calendar year or the applicable portion thereof during which such Person was a Series 2011-1
Certificateholder, together with other information as is required to be provided by an issuer of
indebtedness under the Code. Such obligation of the Servicer shall be deemed to have been
satisfied to the extent that substantially comparable information shall be provided by the Paying
Agent pursuant to any requirements of the Code as from time to time in effect.



ARTICLE VI




Pay-Out Events



     Section 6.01. Pay-Out Events. If any one of the following events shall occur with
respect to the Series 2011-1 Certificates:



     (a) the occurrence of an Insolvency Event relating to any Transferor or other holder of the
Original Transferor Certificate;



     (b) the Trust becomes an investment company within the meaning of the Investment Company Act;



     (c) failure on the part of any Transferor (i) to make any payment or deposit required by the
terms of the Agreement or this Supplement on or before the date occurring five Business Days after
the date such payment or deposit is required to be made therein or herein or (ii) duly to observe
or perform any other covenants or agreements of the Transferors set forth in the Agreement or this
Supplement, which failure has a material adverse effect on the Series 2011-1 Certificateholders
and which continues unremedied for a period of 60 days after the date on which written notice of
such failure, requiring the same to be remedied, shall have been given to such Transferor by the
Trustee, or to the Transferors and the Trustee by any Holder of the Series 2011-1 Certificates;



32









 





     (d) any representation or warranty made by any Transferor in the Agreement or this Supplement,
or any information contained in a computer file or microfiche list required to be delivered by any
Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement shall prove to have been
incorrect in any material respect when made or when delivered, which continues to be incorrect in
any material respect for a period of 60 days after the date on which written notice of such
failure, requiring the same to be remedied, shall have been given to such Transferor by the
Trustee, or to such Transferor and the Trustee by any Holder of the Series 2011-1 Certificates and
as a result of which the interests of the Series 2011-1 Certificateholders are materially and
adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this
subsection 6.01(d) shall not be deemed to have occurred hereunder if a Transferor has accepted
reassignment of the related Receivable, or all of such Receivables, if applicable, during such
period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in
accordance with the provisions of the Agreement;



     (e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation
Interests to the Trust within five Business Days after the day on which it is required to convey
such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;



     (f) any Servicer Default which would have an Adverse Effect shall occur;



     (g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is
reduced to a rate which is less than the average of the Base Rates for such period;



     (h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount
shall not be paid in full on the Expected Final Payment Date;



     (i) a Transfer Restriction Event shall occur;



     (j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement
relating to any Account Owner; or



     (k) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur
between an Account Owner and the related Transferor;


then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable
grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor
Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount
of the Investor Certificates of this Series by notice then given in writing to the Transferors and
the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may
declare that a Pay-Out Event has occurred with respect to this Series as of the date of such
notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out
Event shall occur with respect to this Series without any notice or other action on the part of the
Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such
event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out
Event shall occur with respect to this Series without any notice or other action on the part of the
Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such
event (or, in the case of clause (y) below, immediately following the expiration of the 60-day
grace period), but only to the extent that (x) as of the date of such event, the average of the
Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or
greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables
Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days
following the occurrence of the related Insolvency Event or Transfer Restriction Event, the
aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the
Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to
the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer
Restriction Event has occurred).







33









 








ARTICLE VII




Optional Repurchase; Series Termination



     Section 7.01. Optional Repurchase.



     (a) So long as a Transferor is the Servicer or an Affiliate of the Servicer, on any day
occurring on or after the date on which the Invested Amount is reduced to 5% or less of the Initial
Invested Amount, such Transferor shall have the option to purchase the Series 2011-1
Certificateholders’ Interest, at a purchase price equal to (i) if such day is a Distribution Date,
the Reassignment Amount for such Distribution Date or (ii) if such day is not a Distribution Date,
the Reassignment Amount for the Distribution Date following such day. If, on the date on which a
Transferor exercises such option, the long-term unsecured debt obligations of such Transferor
purchasing the Series 2011-1 Certificateholders’ Interest is not rated at least in the third
highest rating category by the Rating Agency, such Transferor shall deliver to the Trustee, with a
copy to the Rating Agency, an Officer’s Certificate of such Transferor which shall have attached to
it the relevant fraudulent conveyance statute, if any, and set forth the factual basis for a
conclusion that the exercise of such optional repurchase would not constitute a fraudulent
conveyance of such Transferor.



     (b) The Transferors shall give the Servicer and the Trustee at least 30 days prior written
notice of the date on which the Transferors intend to exercise such purchase option. Not later
than 12:00 noon, New York City time, on such day the Transferors shall deposit the Reassignment
Amount into the Collection Account in immediately available funds. Such purchase option is subject
to payment in full of the Reassignment Amount. Following the deposit of the Reassignment Amount
into the Collection Amount in accordance with the foregoing, the Invested Amount for Series 2011-1
shall be reduced to zero and the Series 2011-1 Certificateholders shall have no further interest in
the Receivables. The Reassignment Amount shall be distributed as set forth in subsection 8.01(b).



     Section 7.02. Series Termination.



     (a) If, on the February 2017 Distribution Date, the Invested Amount (after giving effect to
all changes therein on such date) would be greater than zero, the Servicer, on behalf of the
Trustee, shall, within the 40-day period which begins on such Distribution Date, solicit bids for
the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein)
in an amount equal to the Invested Amount at the close of business on the last day of the Monthly
Period preceding the Series 2011-1 Termination Date (after giving effect to all distributions
required to be made on the Series 2011-1 Termination Date, except pursuant to this Section 7.02).
Such bids shall require that such sale shall (subject to subsection 7.02(b)) occur on the Series
2011-1 Termination Date. No Transferor, any Affiliate thereof, any agent thereof or any other
party consolidated with such Transferor for purposes of United States generally accepted
accounting principles shall be entitled to participate in such bidding process or to purchase the
Receivables; provided, however, that, to the extent the Collateral Interest Holder
is not a Transferor, an Affiliate thereof, an agent thereof or any other party consolidated with a
Transferor for purposes of United States generally accepted accounting principles, the Collateral
Interest Holder may participate in such bidding process.



     (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein)
on the Series 2011-1 Termination Date to the bidder who made the highest cash purchase offer. The
proceeds of any such sale shall be treated as Collections on the Receivables allocated to the
Series 2011-1 Certificateholders pursuant to the Agreement and this Supplement; provided, however,
that the Servicer shall determine conclusively the amount of such proceeds which are allocable to
Finance Charge Receivables and the amount of such proceeds which are allocable to Principal
Receivables. During the period from the February 2017 Distribution Date to the Series 2011-1
Termination Date, the Servicer



34









 




shall continue to collect payments on the Receivables and allocate and deposit such
Collections in accordance with the provisions of the Agreement and the Supplements.




ARTICLE VIII




Final Distributions



     Section 8.01. Sale of Receivables or Certificateholders’ Interest pursuant to Section
2.06 or 10.01 of the Agreement and Section 7.01 or 7.02 of this Supplement.




     (a) (i) The amount to be paid by the Transferors with respect to Series 2011-1 in
connection with a reassignment of Receivables to the Transferors pursuant to Section
2.06 of the Agreement shall equal the Reassignment Amount for the first Distribution
Date following the Monthly Period in which the reassignment obligation arises under
the Agreement.




     (ii) The amount to be paid by the Transferors with respect to Series 2011-1 in
connection with a repurchase of the Certificateholders’ Interest pursuant to Section
10.01 of the Agreement shall equal the sum of (x) the Reassignment Amount for the
Distribution Date of such repurchase and (y) the sum of (A) the excess, if any, of
(I) a price equivalent to the average of bids quoted on the Record Date preceding
the date of repurchase or, if not a Business Day, on the next succeeding Business
Day by at least two recognized dealers selected by the Trustee for the purchase by
such dealers of a security which is similar to the Class A Certificates with a
remaining maturity approximately equal to the remaining maturity of the Class A
Certificates and rated by each Rating Agency in the rating category originally
assigned to the Class A Certificates over (II) the portion of the Reassignment
Amount attributable to the Class A Certificates and (B) the excess, if any, of (I) a
price equivalent to the average of bids quoted on such Record Date, or if not a
Business Day, on the next succeeding Business Day by at least two recognized dealers
selected by the Trustee for the purchase by such dealers of a security which is
similar to the Class B Certificates with a remaining maturity approximately equal to
the remaining maturity of the Class B Certificates and rated by each Rating Agency
in the rating category originally assigned to the Class B Certificates over (II) the
portion of the Reassignment Amount attributable to the Class B Certificates.



     (b) With respect to the Reassignment Amount deposited into the Collection Account pursuant to
Section 7.01 or any amounts allocable to the Series 2011-1 Certificateholders’ Interest deposited
into the Collection Account pursuant to Section 7.02, the Trustee shall, in accordance with the
written direction of the Servicer, not later than 12:00 noon, New York City time, on the related
Distribution Date, make deposits or distributions of the following amounts (in the priority set
forth below and, in each case after giving effect to any deposits and distributions otherwise to be
made on such date) in immediately available funds: (i) (x) the Class A Invested Amount on such
Distribution Date will be distributed to the Paying Agent for payment to the Class A
Certificateholders and (y) an amount equal to the sum of (A) Class A Monthly Interest for such
Distribution Date, (B) any Class A Monthly Interest previously due but not distributed to the Class
A Certificateholders on a prior Distribution Date and (C) the amount of Class A Additional
Interest, if any, for such Distribution Date and any Class A Additional Interest previously due but
not distributed to the Class A Certificateholders on any prior Distribution Date, will be
distributed to the Paying Agent for payment to the Class A Certificateholders, (ii) (x) the Class B
Invested Amount on such Distribution Date will be distributed to the Paying Agent for payment to
the Class B Certificateholders and (y) an amount equal to the sum of (A) Class B Monthly Interest
for such Distribution Date, (B) any Class B Monthly Interest previously due but not distributed to
the Class B Certificateholders on a prior Distribution Date and (C) the amount of Class B
Additional Interest, if any, for such Distribution Date and any Class B Additional Interest
previously due but not distributed to the



35









 




Class B Certificateholders on any prior Distribution Date, will be distributed to the Paying
Agent for payment to the Class B Certificateholders and (iii) the balance, if any, will be
distributed to the Collateral Interest Holder.




     (c) Notwithstanding anything to the contrary in this Supplement or the Agreement, all amounts
distributed to the Paying Agent pursuant to subsection 8.01(b) for payment to the Series 2011-1
Certificateholders shall be deemed distributed in full to the Series 2011-1 Certificateholders on
the date on which such funds are distributed to the Paying Agent pursuant to this Section and shall
be deemed to be a final distribution pursuant to Section 12.02 of the Agreement.



     Section 8.02. Distribution of Proceeds of Sale, Disposition or Liquidation of the
Receivables pursuant to Section 9.01 of the Agreement.



     (a) Not later than 12:00 noon, New York City time, on the Distribution Date following the date
on which the Insolvency Proceeds are deposited into the Collection Account pursuant to subsection
9.01(b) of the Agreement, the Trustee shall in accordance with the written direction of the
Servicer (in the following priority and, in each case, after giving effect to any deposits and
distributions otherwise to be made on such Distribution Date) (i) deduct an amount equal to the
Class A Invested Amount on such Distribution Date from the portion of the Insolvency Proceeds
allocated to Series 2011-1 Allocable Principal Collections and distribute such amount to the Paying
Agent for payment to the Class A Certificateholders, provided that the amount of such distribution
shall not exceed the product of (x) the portion of the Insolvency Proceeds allocated to Series
2011-1 Allocable Principal Collections and (y) the Principal Allocation Percentage with respect to
the related Monthly Period, (ii) deduct an amount equal to the Class B Invested Amount on such
Distribution Date from the portion of the Insolvency Proceeds allocated to Series 2011-1 Allocable
Principal Collections and distribute such amount to the Paying Agent for payment to the Class B
Certificateholders, provided that the amount of such distribution shall not exceed (x) the product
of (A) the portion of such Insolvency Proceeds allocated to Series 2011-1 Allocable Principal
Collections and (B) the Principal Allocation Percentage with respect to the related Monthly Period
minus (y) the amount distributed to the Paying Agent pursuant to clause (i) of this sentence and
(iii) distribute the remaining amount of the Insolvency Proceeds to the Collateral Interest Holder.



     (b) Not later than 12:00 noon, New York City time, on such Distribution Date, the Trustee
shall in accordance with the written direction of the Servicer (in the following priority and, in
each case, after giving effect to any deposits and distributions otherwise to be made on such
Distribution Date) (i) deduct an amount equal to the sum of (w) Class A Monthly Interest for such
Distribution Date, (x) any Class A Monthly Interest previously due but not distributed to the Class
A Certificateholders on a prior Distribution Date and (y) the amount of Class A Additional
Interest, if any, for such Distribution Date and any Class A Additional Interest previously due but
not distributed to the Class A Certificateholders on a prior Distribution Date from the portion of
the Insolvency Proceeds allocated to Collections of Finance Charge Receivables and distribute such
amount to the Paying Agent for payment to the Class A Certificateholders, provided that the amount
of such distribution shall not exceed the product of (x) the portion of the Insolvency Proceeds
allocated to Series 2011-1 Allocable Finance Charge Collections, (y) the Floating Allocation
Percentage with respect to the related Monthly Period and (z) the Class A Floating Percentage with
respect to such Monthly Period and (ii) deduct an amount equal to the sum of (w) Class B Monthly
Interest for such Distribution Date, (x) Class B Monthly Interest previously due but not
distributed to the Class B Certificateholders on a prior Distribution Date and (y) the amount of
Class B Additional Interest, if any, for such Distribution Date and any Class B Additional Interest
previously due but not distributed to the Class B Certificateholders on a prior Distribution Date
from the portion of the Insolvency Proceeds allocated to Series 2011-1 Allocable Finance Charge
Collections and distribute such amount to the Paying Agent for payment to the Class B
Certificateholders, provided that the amount of such distribution shall not exceed the product of
(x) the portion of the Insolvency Proceeds allocated to Series 2011-1 Allocable Finance Charge
Collections, (y) the Floating



36









 




Allocation Percentage with respect to the related Monthly Period and (z) the Class B Floating
Percentage with respect to such Monthly Period. To the extent that the product of (A) the portion
of the Insolvency Proceeds allocated to Series 2011-1 Allocable Finance Charge Collections and (B)
the Floating Allocation Percentage with respect to the related Monthly Period exceeds the aggregate
amount distributed to the Paying Agent pursuant to the preceding sentence, the excess shall be
distributed to the Collateral Interest Holder.




     (c) Notwithstanding anything to the contrary in this Supplement or the Agreement, all amounts
distributed to the Paying Agent pursuant to this Section for payment to the Series 2011-1
Certificateholders shall be distributed in full to the Series 2011-1 Certificateholders on the date
on which funds are distributed to the Paying Agent pursuant to this Section and shall be deemed to
be a final distribution pursuant to Section 12.02 of the Agreement.



ARTICLE IX




Miscellaneous Provisions



     Section 9.01. Ratification of Agreement. As supplemented by this Supplement, the
Agreement is in all respects ratified and confirmed and the Agreement as so supplemented by this
Supplement shall be read, taken and construed as one and the same instrument.



     Section 9.02. Counterparts. This Supplement may be executed in two or more
counterparts, and by different parties on separate counterparts, each of which shall be an
original, but all of which shall constitute one and the same instrument.



     Section 9.03. Governing Law. THIS SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.



     Section 9.04. [Reserved].


     Section 9.05. [Reserved].



     Section 9.06. Uncertificated Securities. The Collateral Interest shall be delivered
in uncertificated form.



     Section 9.07. Transfers of the Collateral Interest.



     (a) Unless otherwise consented to by the Transferors, no portion of the Collateral Interest or
any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated,
exchanged or otherwise transferred (each, a “Transfer”) except in accordance with this
Section 9.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment,
exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be
void. Unless otherwise consented to by the Transferors, no portion of the Collateral Interest or
any interest therein may be Transferred to any Person (each such Person acquiring the Collateral
Interest or any interest therein, an “Assignee”) unless such Assignee shall have executed
and delivered to the Transferors on or before the effective date of any Transfer a letter
substantially in the form attached hereto as Exhibit E (an “Investment Letter”),
executed by such Assignee, with respect to the related Transfer to such Assignee of all or a
portion of the Collateral Interest.



     (b) Each Assignee will certify that the Collateral Interest or the interest therein purchased
by such Assignee will be acquired for investment only and not with a view to any public



37









 




distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of
the Collateral Interest or any interest therein so acquired by it in violation of any of the
registration requirements of the Securities Act, or any applicable state or other securities laws.
Each Assignee will acknowledge and agree that (i) it has no right to require the Transferors to
register under the Securities Act or any other securities law the Collateral Interest or the
interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not
being made by means of the prospectus prepared in connection with the sale of the Series 2011-1
Certificates. Each Assignee will agree with the Transferors that: (a) such Assignee will deliver
to the Transferors an Investment Letter and (b) all of the statements made by such Assignee in its
Investment Letter shall be true and correct as of the date made.




     (c) No portion of the Collateral Interest or any interest therein may be Transferred to, and
each Assignee will certify that it is not, (a) an “employee benefit plan” (as defined in Section
3(3) of ERISA and subject to Title I of ERISA), (b) any “plan” (as defined in and subject to
Section 4975 of the Code) including individual retirement accounts and Keogh plans, or (c) any
other entity whose underlying assets include “plan assets” (within the meaning of U.S. Department
of Labor Regulation Section 2510.3-101, 29 C.F.R. § 2510.3-101, as modified by Section 3(42) of
ERISA) by reason of a plan’s investment in the entity, including, without limitation, an insurance
company general account.



[The signature page follows this page.]






38









 







     IN WITNESS WHEREOF, the undersigned have caused this Supplement to be duly executed and
delivered by their respective duly authorized officers on the day and year first above written.




	 	 	 	 	 
	 	







AMERICAN EXPRESS RECEIVABLES

     FINANCING CORPORATION II,

     as a Transferor

 	 
	 	By:  	/s/ Anderson Y. Lee
 	 
	 	 	Name:  	Anderson Y. Lee 	 
	 	 	Title:  	President 	 
	 
	 	AMERICAN EXPRESS RECEIVABLES

     FINANCING CORPORATION III LLC,

     as a Transferor

 	 
	 	By:  	/s/ Kevin L. Thompson
 	 
	 	 	Name:  	Kevin L. Thompson 	 
	 	 	Title:  	President 	 
	 
	 	AMERICAN EXPRESS RECEIVABLES

     FINANCING CORPORATION IV LLC,

     as a Transferor

 	 
	 	By:  	/s/ Denise D. Roberts
 	 
	 	 	Name:  	Denise D. Roberts 	 
	 	 	Title:  	President 	 
	 
	 	AMERICAN EXPRESS TRAVEL RELATED

     SERVICES COMPANY, INC.,

     as the Servicer

 	 
	 	By:  	/s/ David L. Yowan
 	 
	 	 	Name:  	David L. Yowan 	 
	 	 	Title:  	Treasurer 	 
	 
	 	THE BANK OF NEW YORK MELLON,

     as Trustee

 	 
	 	By:  	/s/ Catherine L. Cerilles
 	 
	 	 	Name:  	Catherine L. Cerilles 	 
	 	 	Title:  	Vice President 	 
	 



[Signature page – Series 2011-1 Supplement]





 











 





EXHIBIT A-1




FORM OF CLASS A CERTIFICATE




			
	 	 	 
	REGISTERED
	 	$                    1/
	 	 	 
	No. R-                    
	 	CUSIP No. 02582J FX3






          Unless this Class A Certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation (“DTC”), to American Express Receivables Financing
Corporation II, American Express Receivables Financing Corporation III LLC, American Express
Receivables Financing Corporation IV LLC or their agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.




AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST




SERIES 2011-1



CLASS A FLOATING RATE ASSET BACKED CERTIFICATE



Expected Final Payment Date:

The September 2014 Distribution Date



Each $100,000 minimum denomination represents a

1/10,000ths undivided interest

in Class A of the



AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST, SERIES 2011-1


Evidencing an undivided interest in certain assets of a trust, the corpus of which consists
primarily of an interest in receivables generated from time to time in the ordinary course of
business in a portfolio of credit and charge accounts serviced by




AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.,



and other assets and interests constituting Trust Assets under the Pooling and Servicing Agreement
referred to below.



     (Not an interest in or obligation of American Express Travel Related Services Company, Inc.,
American Express Centurion Bank, American Express Bank, FSB, American Express Receivables Financing
Corporation II, American Express Receivables Financing Corporation III LLC, American Express
Receivables Financing Corporation IV LLC or any of their respective affiliates)



This certifies that CEDE & CO. (the “Class A Certificateholder”) is the registered owner of
a fractional undivided interest in certain assets of a trust (the “Trust”) created pursuant
to the Pooling and Servicing Agreement, dated as of May 16, 1996, as amended and restated as of
January 1, 2006 (as amended and






 




			
	1/	 	Denominations of $100,000 and integral
multiples of $1,000 in excess thereof.





 









 




restated and as otherwise amended and supplemented, the “Agreement”), as supplemented by
the Series 2011-1 Supplement, dated as of October 12, 2011 (as amended and supplemented, the
“Supplement”), among American Express Receivables Financing Corporation II, American
Express Receivables Financing Corporation III LLC and American Express Receivables Financing
Corporation IV LLC, as transferors (together, the “Transferors”), American Express Travel
Related Services Company, Inc., as servicer, and The Bank of New York Mellon, a New York banking
corporation, as trustee (the “Trustee”). The corpus of the Trust consists of (i) the
Transferors’ ownership interest in a portfolio of receivables (the “Receivables”) existing
in credit and charge accounts identified under the Agreement from time to time (the
“Accounts”), (ii) all Receivables generated under the Accounts from time to time
thereafter, (iii) funds collected or to be collected from cardmembers in respect of the
Receivables, (iv) all funds which are from time to time on deposit in the Collection Account, the
Special Funding Account and any other Series Accounts and (v) all other assets and interests
constituting the Trust. The Holder of this Certificate is entitled to the benefits of the
subordination of the Class B Certificates and the Collateral Interest to the extent provided in the
Supplement. Although a summary of certain provisions of the Agreement and the Supplement is set
forth below and in the Summary of Terms and Conditions attached hereto and made a part hereof, this
Class A Certificate does not purport to summarize the Agreement and the Supplement and reference is
made to the Agreement and the Supplement for information with respect to the interests, rights,
benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations
of the Trustee. A copy of the Agreement and the Supplement (without schedules) may be requested
from the Trustee by writing to the Trustee at the Corporate Trust Office. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to them in the
Agreement or the Supplement, as applicable.




          This Class A Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement and the Supplement, to which Agreement and Supplement, each as amended
and supplemented from time to time, the Class A Certificateholder by virtue of the acceptance
hereof assents and is bound.




          It is the intent of the Transferors and the Class A Certificateholder that, for federal, state
and local income and franchise tax purposes, the Class A Certificates will qualify as indebtedness
of the Transferors secured by the Receivables. The Class A Certificateholder, by the acceptance of
this Class A Certificate, agrees to treat this Class A Certificate for federal, state and local
income and franchise tax purposes as debt of the Transferors.




          In general, payments of principal with respect to the Class A Certificates are limited to the
Class A Invested Amount, which may be less than the unpaid principal balance of the Class A
Certificates. The Expected Final Payment Date is the September 2014 Distribution Date, but
principal with respect to the Class A Certificates may be paid earlier or later under certain
circumstances described in the Agreement and the Supplement. If for one or more months during the
Controlled Accumulation Period there are not sufficient funds to pay the Controlled Deposit Amount,
then to the extent that excess funds are not available on subsequent Distribution Dates with
respect to the Controlled Accumulation Period to make up for such shortfalls, the final payment of
principal of the Class A Certificates will occur later than the Expected Final Payment Date.




          Unless the certificate of authentication hereon has been executed by or on behalf of the
Trustee, by manual signature, this Class A Certificate shall not be entitled to any benefit under
the Agreement or the Supplement or be valid for any purpose.




A-1-2









 





          IN WITNESS WHEREOF, the Transferors have caused this Class A Certificate to be duly executed.




	 	 	 	 	 
	 	AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION II

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION III LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION IV LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Dated: October 12, 2011





A-1-3









 





TRUSTEE’S CERTIFICATE OF AUTHENTICATION



This is one of the American Express Credit Account Master Trust Series 2011-1 Class A Certificates
described in the within-mentioned Agreement and Supplement.




	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON,

as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory

 	 
	 	 	or 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	as Authenticating Agent 	 
	 	 	for the Trustee 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 




A-1-4









 





AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST




SERIES 2011-1



CLASS A FLOATING RATE ASSET BACKED CERTIFICATE



Summary of Terms and Conditions



          The Receivables consist of Principal Receivables which arise generally from the purchase of
goods and services and amounts advanced to cardmembers as cash advances and Finance Charge
Receivables. This Class A Certificate is one of a Series of Certificates entitled American Express
Credit Account Master Trust, Series 2011-1 (the “Series 2011-1 Certificates”), and one of a
class thereof entitled Class A Series 2011-1 Floating Rate Asset Backed Certificates (the
“Class A Certificates”), each of which represents a fractional, undivided interest in
certain assets of the Trust. The assets of the Trust are allocated in part to the investor
certificateholders of all outstanding Series (the “Certificateholders’ Interest”) with the
remainder allocated to the Holders of the Transferor Certificates. The aggregate interest
represented by the Class A Certificates at any time in the Principal Receivables in the Trust shall
not exceed an amount equal to the Class A Invested Amount at such time. The Class A Initial
Invested Amount is $1,000,000,000. The Class A Invested Amount on any date will be an amount equal
to (a) the Class A Initial Invested Amount, minus (b) the aggregate amount of principal payments
made to the Class A Certificateholder on or prior to such date, minus (c) the excess, if any, of
the aggregate amount of Class A Investor Charge-Offs for all prior Distribution Dates over Class A
Investor Charge-Offs reimbursed pursuant to subsection 4.07(b) of the Supplement prior to such
date.




          Subject to the terms and conditions of the Agreement, the Transferors may, from time to time,
direct the Trustee, on behalf of the Trust, to issue one or more new Series of Investor
Certificates, which will represent fractional, undivided interests in certain of the Trust Assets.




          On each Distribution Date, the Paying Agent shall distribute to each Class A Certificateholder
of record on the last day of the preceding calendar month (each a “Record Date”) such Class
A Certificateholder’s pro rata share of such amounts (including amounts on deposit in the
Collection Account and Principal Funding Account) as are payable to the Class A Certificateholder
pursuant to the Agreement and the Supplement. Distributions with respect to this Class A
Certificate will be made by the Paying Agent by check mailed to the address of the Class A
Certificateholder of record appearing in the Certificate Register without the presentation or
surrender of this Class A Certificate or the making of any notation thereon (except for the final
distribution in respect of this Class A Certificate) except that with respect to Class A
Certificates registered in the name of Cede & Co., the nominee for The Depository Trust Company,
distributions will be made in the form of immediately available funds. Final payment of this Class
A Certificate will be made only upon presentation and surrender of this Class A Certificate at the
office or agency specified in the notice of final distribution delivered by the Trustee to the
Series 2011-1 Certificateholders in accordance with the Agreement and the Supplement.




          On any day occurring on or after the day on which the Invested Amount is reduced to 5% or less
of the Initial Invested Amount, the Transferors have the option to repurchase the Series 2011-1
Certificateholders’ Interest in the Trust. The repurchase price will be equal to (a) if such day
is a Distribution Date, the Reassignment Amount for such Distribution Date or (b) if such day is
not a Distribution Date, the Reassignment Amount for the Distribution Date following such day.
Following the deposit of the Reassignment Amount in the Collection Account, Series 2011-1
Certificateholders will not have any interest in the Receivables and the Series 2011-1 Certificates
will represent only the right to receive such Reassignment Amount.







A-1-5









 








          This Class A Certificate does not represent an obligation of, or an interest in, the
Transferors or the Servicer or any affiliate of any of them and is not insured or guaranteed by the
Federal Deposit Insurance Corporation or any other governmental agency or instrumentality. This
Class A Certificate is limited in right of payment to certain Collections with respect to the
Receivables (and certain other amounts), all as more specifically set forth hereinabove and in the
Agreement and the Supplement.




          The Class A Certificates are issuable only in minimum denominations of $100,000 and integral
multiples of $1,000. The transfer of this Class A Certificate shall be registered in the
Certificate Register upon surrender of this Class A Certificate for registration of transfer at any
office or agency maintained by the Transfer Agent and Registrar accompanied by a written instrument
of transfer, in a form satisfactory to the Trustee or the Transfer Agent and Registrar, duly
executed by the Class A Certificateholder or such Class A Certificateholder’s attorney, and duly
authorized in writing with such signature guaranteed, and thereupon one or more new Class A
Certificates of authorized denominations and for the same aggregate fractional undivided interest
will be issued to the designated transferee or transferees.




          As provided in the Agreement and subject to certain limitations therein set forth, Class A
Certificates are exchangeable for new Class A Certificates evidencing like aggregate fractional,
undivided interests as requested by the Class A Certificateholder surrendering such Class A
Certificates. No service charge may be imposed for any such exchange but the Servicer or Transfer
Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection therewith.




          The Servicer, the Transferors, the Trustee, the Paying Agent and the Transfer Agent and
Registrar and any agent of any of them, may treat the person in whose name this Class A Certificate
is registered as the owner hereof for all purposes, and none of the Servicer, the Transferors, the
Trustee, the Paying Agent, the Transfer Agent and Registrar, or any agent of any of them, shall be
affected by notice to the contrary except in certain circumstances described in the Agreement.




          THIS CLASS A CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES
OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.







A-1-6









 








ASSIGNMENT




	 	 	 

	Social Security or other identifying number of assignee 

	 	 
	 

	 	 





	 	 	 

	          FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

	 	 
	 

	 	 
	 

	 	(name and address of assignee)





the within certificate and all rights thereunder, and hereby irrevocably constitutes and appoints
                    , attorney, to transfer said certificate on the
books kept for registration thereof, with full power of substitution in the premises.




	 	 	 

	Dated:                     

	 	  
      
       
     2/
	 
	 	 
	 

	 	Signature Guaranteed:
	 
	 	 
	 

	 	 







 




			
	2/	 	 NOTE: The signature to this assignment must
correspond with the name of the registered owner as it appears on the face of
the within Certificate in every particular, without alteration, enlargement or
any change whatsoever.





A-1-7









 





EXHIBIT A-2




FORM OF CLASS B CERTIFICATE



THIS CLASS B CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF PERSONS INVESTING ASSETS OF A
BENEFIT PLAN (AS DEFINED BELOW) OR AN INDIVIDUAL RETIREMENT ACCOUNT OTHER THAN BY INSURANCE
COMPANIES INVESTING ASSETS SOLELY OF THEIR GENERAL ACCOUNTS.




			
	 	 	 
	REGISTERED
	 	$                    3/
	 	 	 
	No. R-                    
	 	CUSIP No. 02582J FY1






          Unless this Class B Certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation (“DTC”), to American Express Receivables Financing
Corporation II, American Express Receivables Financing Corporation III LLC, American Express
Receivables Financing Corporation IV LLC or their agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.




AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST




SERIES 2011-1



CLASS B FLOATING RATE ASSET BACKED CERTIFICATE



Expected Final Payment Date:

The September 2014 Distribution Date



Each $100,000 minimum denomination represents a

1/727 27/100ths undivided interest

in Class B of the



AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST, SERIES 2011-1


Evidencing an undivided interest in certain assets of a trust, the corpus of which consists
primarily of an interest in receivables generated from time to time in the ordinary course of
business in a portfolio of credit and charge accounts serviced by




AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.,



and other assets and interests constituting Trust Assets under the Pooling and Servicing Agreement
referred to below.



     (Not an interest in or obligation of American Express Travel Related Services Company, Inc.,
American Express Centurion Bank, American Express Bank, FSB, American Express Receivables






 




			
	3/	 	 Denominations of $100,000 and integral
multiples of $1,000 in excess thereof.





 









 




Financing Corporation II, American Express Receivables Financing Corporation III LLC, American
Express Receivables Financing Corporation IV LLC or any of their respective affiliates)



This certifies that CEDE & CO. (the “Class B Certificateholder”) is the registered owner of
a fractional, undivided interest in certain assets of a trust (the “Trust”) created
pursuant to the Pooling and Servicing Agreement, dated as of May 16, 1996, as amended and restated
as of January 1, 2006 (as amended and restated and otherwise amended and supplemented, the
“Agreement”), as supplemented by the Series 2011-1 Supplement, dated as of October 12, 2011
(as amended and supplemented, the “Supplement”), among American Express Receivables
Financing Corporation II, American Express Receivables Financing Corporation III LLC and American
Express Receivables Financing Corporation IV LLC, as transferors (together, the
“Transferors”), American Express Travel Related Services Company, Inc., as servicer, and
The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”).
The corpus of the Trust consists of (i) the Transferors’ ownership interest in a portfolio of
receivables (the “Receivables”) existing in credit and charge accounts identified under the
Agreement from time to time (the “Accounts”), (ii) all Receivables generated under the
Accounts from time to time thereafter, (iii) funds collected or to be collected from cardmembers in
respect of the Receivables, (iv) all funds which are from time to time on deposit in the Collection
Account, the Special Funding Account, and any other Series Accounts and (v) all other assets and
interests constituting the Trust. Although a summary of certain provisions of the Agreement and
the Supplement is set forth below and in the Summary of Terms and Conditions attached hereto and
made a part hereof, this Class B Certificate does not purport to summarize the Agreement and the
Supplement and reference is made to the Agreement and the Supplement for information with respect
to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the
rights, duties and obligations of the Trustee. A copy of the Agreement and the Supplement (without
schedules) may be requested from the Trustee by writing to the Trustee at the Corporate Trust
Office. To the extent not defined herein, the capitalized terms used herein have the meanings
ascribed to them in the Agreement or the Supplement, as applicable.




          This Class B Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement and the Supplement, to which Agreement and Supplement, each as amended
and supplemented from time to time, the Class B Certificateholder by virtue of the acceptance
hereof assents and is bound.




          No Class B Certificate may be acquired by or for the account of any employee benefit plan,
trust or account, including an individual retirement account, that is subject to the Employee
Retirement Income Security Act of 1974, as amended, or that is described in Section 4975(e)(1) of
the Internal Revenue Code of 1986, as amended, or an entity whose underlying assets include plan
assets by reason of a plan’s investment in such entity (a “Benefit Plan”), unless (i) such acquirer
or holder is an insurance company, (ii) the source of funds used to acquire or hold such
Certificate (or interest therein) is an “insurance company general account” (as defined in U.S.
Department of Labor Prohibited Transaction Class Exemption (“PTCE”) 95-60), and (iii) the
conditions set forth in Sections I and III of PTCE 95-60 have been satisfied. By acquiring any
interest in this Class B Certificate, each applicable Certificate Owner shall be deemed to have
represented and warranted either (i) that it is not a Benefit Plan and is not acting for the
account of any Benefit Plan or (ii) that (1) it is an insurance company, (2) the source of funds
used to acquire or hold an interest in such Certificate is an “insurance company general account”
(as such term is defined in PTCE 95-60), and (3) the conditions set forth in Sections I and III of
PTCE 95-60 have been satisfied.




          THIS CLASS B CERTIFICATE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND PAYMENTS ON THE CLASS
A CERTIFICATES TO THE EXTENT SPECIFIED IN THE SUPPLEMENT.




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          It is the intent of the Transferors and the Class B Certificateholder that, for federal, state
and local income and franchise tax purposes, the Class B Certificates will qualify as indebtedness
of the Transferors secured by the Receivables. The Class B Certificateholder, by the acceptance of
this Class B Certificate, agrees to treat this Class B Certificate for federal, state and local
income and franchise tax purposes as debt of the Transferors.




          In general, payments of principal with respect to the Class B Certificates are limited to the
Class B Invested Amount, which may be less than the unpaid principal balance of the Class B
Certificates. The Expected Final Payment Date is the September 2014 Distribution Date, but
principal with respect to the Class B Certificates may be paid earlier or later under certain
circumstances described in the Agreement and the Supplement. If for one or more months during the
Controlled Accumulation Period there are not sufficient funds to pay the Controlled Deposit Amount,
then to the extent that excess funds are not available on subsequent Distribution Dates with
respect to the Controlled Accumulation Period to make up for such shortfalls, the final payment of
principal of the Class B Certificates will occur later than the Expected Final Payment Date.




          Unless the certificate of authentication hereon has been executed by or on behalf of the
Trustee, by manual signature, this Class B Certificate shall not be entitled to any benefit under
the Agreement or the Supplement or be valid for any purpose.




A-2-3









 





          IN WITNESS WHEREOF, the Transferors have caused this Class B Certificate to be duly executed.




	 	 	 	 	 
	 	AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION II

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION III LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION IV LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Dated: October 12, 2011





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TRUSTEE’S CERTIFICATE OF AUTHENTICATION




          This is one of the American Express Credit Account Master Trust Series 2011-1 Class B
Certificates described in the within mentioned Agreement and Supplement.




	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON,

as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory

 	 
	 	or 	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	as Authenticating Agent 	 
	 	 	for the Trustee 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 




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AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST




SERIES 2011-1



CLASS B FLOATING RATE ASSET BACKED CERTIFICATE



Summary of Terms and Conditions



          The Receivables consist of Principal Receivables which arise generally from the purchase of
goods and services and amounts advanced to cardmembers as cash advances and Finance Charge
Receivables. This Class B Certificate is one of a Series of Certificates entitled American Express
Credit Account Master Trust, Series 2011-1 (the “Series 2011-1 Certificates”), and one of a
class thereof entitled Class B Series 2011-1 Floating Rate Asset Backed Certificates (the
“Class B Certificates”), each of which represents a fractional, undivided interest in
certain assets of the Trust. The assets of the Trust are allocated in part to the investor
certificateholders of all outstanding Series (the “Certificateholders’ Interest”) with the
remainder allocated to the Holders of the Transferor Certificates. The aggregate interest
represented by the Class B Certificates at any time in the Principal Receivables in the Trust shall
not exceed an amount equal to the Class B Invested Amount at such time. The Class B Initial
Invested Amount is $72,727,000. The Class B Invested Amount on any date will be an amount equal to
(a) the Class B Initial Invested Amount, minus (b) the aggregate amount of principal payments made
to the Class B Certificateholder on or prior to such date, minus (c) the excess, if any, of the
aggregate amount of Class B Investor Charge-Offs for all prior Distribution Dates over Class B
Investor Charge-Offs reimbursed, minus (d) the amount of Reallocated Principal Collections
allocated on all prior Distribution Dates pursuant to subsection 4.08(a) of the Supplement
(excluding any Reallocated Principal Collections that have resulted in a reduction in the
Collateral Invested Amount pursuant to Section 4.08), minus (e) an amount equal to the amount by
which the Class B Invested Amount has been reduced to cover the Class A Investor Default Amount on
all prior Distribution Dates, and plus (f) the amount of Excess Spread and Excess Finance Charge
Collections allocated to Series 2011-1 and applied on all prior Distribution Dates for the purpose
of reimbursing amounts deducted pursuant to the foregoing clauses (c), (d) and (e); provided,
however, that the Class B Invested Amount may not be reduced below zero.




          Subject to the terms and conditions of the Agreement, the Transferors may, from time to time,
direct the Trustee, on behalf of the Trust, to issue one or more new Series of Investor
Certificates, which will represent fractional, undivided interests in certain of the Trust Assets.




          On each Distribution Date, the Paying Agent shall distribute to each Class B Certificateholder
of record on the last day of the preceding calendar month (each a “Record Date”) such Class
B Certificateholder’s pro rata share of such amounts (including amounts on deposit in the
Collection Account and Principal Funding Account) as are payable to the Class B Certificateholder
pursuant to the Agreement and the Supplement. Distributions with respect to this Class B
Certificate will be made by the Paying Agent by check mailed to the address of the Class B
Certificateholder of record appearing in the Certificate Register without the presentation or
surrender of this Class B Certificate or the making of any notation thereon (except for the final
distribution in respect of this Class B Certificate) except that with respect to Class B
Certificates registered in the name of Cede & Co., the nominee for The Depository Trust Company,
distributions will be made in the form of immediately available funds. Final payment of this Class
B Certificate will be made only upon presentation and surrender of this Class B Certificate at the
office or agency specified in the notice of final distribution delivered by the Trustee to the
Series 2011-1 Certificateholders in accordance with the Agreement and the Supplement.




          On any day occurring on or after the day on which the Invested Amount is reduced to 5% or less
of the Initial Invested Amount, the Transferors have the option to repurchase the Series 2011-1






A-2-6









 







Certificateholders’ Interest in the Trust. The repurchase price will be equal to (a) if such
day is a Distribution Date, the Reassignment Amount for such Distribution Date or (b) if such day
is not a Distribution Date, the Reassignment Amount for the Distribution Date next following such
day. Following the deposit of the Reassignment Amount in the Collection Account, Series 2011-1
Certificateholders will not have any interest in the Receivables and the Series 2011-1 Certificates
will represent only the right to receive such Reassignment Amount.




          This Class B Certificate does not represent an obligation of, or an interest in, the
Transferors or the Servicer or any affiliate of any of them and is not insured or guaranteed by the
Federal Deposit Insurance Corporation or any other governmental agency or instrumentality. This
Class B Certificate is limited in right of payment to certain Collections with respect to the
Receivables (and certain other amounts), all as more specifically set forth hereinabove and in the
Agreement and the Supplement.




          The Class B Certificates are issuable only in minimum denominations of $100,000 and integral
multiples of $1,000. The transfer of this Class B Certificate shall be registered in the
Certificate Register upon surrender of this Class B Certificate for registration of transfer at any
office or agency maintained by the Transfer Agent and Registrar accompanied by a written instrument
of transfer, in a form satisfactory to the Trustee or the Transfer Agent and Registrar, duly
executed by the Class B Certificateholder or such Class B Certificateholder’s attorney, and duly
authorized in writing with such signature guaranteed, and thereupon one or more new Class B
Certificates of authorized denominations and for the same aggregate fractional undivided interest
will be issued to the designated transferee or transferees.




          As provided in the Agreement and subject to certain limitations therein set forth, Class B
Certificates are exchangeable for new Class B Certificates evidencing like aggregate fractional
undivided interests as requested by the Class B Certificateholder surrendering such Class B
Certificates. No service charge may be imposed for any such exchange but the Servicer or Transfer
Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection therewith.




          The Servicer, the Transferors, the Trustee, the Paying Agent and the Transfer Agent and
Registrar and any agent of any of them, may treat the person in whose name this Class B Certificate
is registered as the owner hereof for all purposes, and none of the Servicer, the Transferors, the
Trustee, the Paying Agent, the Transfer Agent and Registrar, or any agent of any of them, shall be
affected by notice to the contrary except in certain circumstances described in the Agreement.




          THIS CLASS B CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES
OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.




A-2-7









 





ASSIGNMENT




	 	 	 

	Social Security or other identifying number of assignee 

	 	 
	 

	 	 





	 	 	 

	          FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

	 	 
	 

	 	 
	 

	 	(name and address of assignee)





the within certificate and all rights thereunder, and hereby irrevocably constitutes and appoints
                    , attorney, to transfer said certificate on the
books kept for registration thereof, with full power of substitution in the premises.




	 	 	 

	Dated:                     

	 	     
          
     4/
	 
	 	 
	 

	 	Signature Guaranteed:
	 
	 	 
	 

	 	 







 




			
	4/	 	 NOTE: The signature to this assignment must
correspond with the name of the registered owner as it appears on the face of
the within Certificate in every particular, without alteration, enlargement or
any change whatsoever.






A-2-8











 





EXHIBIT B




FORM OF MONTHLY PAYMENT INSTRUCTIONS AND

NOTIFICATION TO THE TRUSTEE




 





AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST



SERIES 2011-1



 





     The undersigned, a duly authorized representative of American Express Travel Related Services
Company, Inc. (“TRS”), as Servicer pursuant to the Pooling and Servicing Agreement, dated
as of May 16, 1996, as amended and restated as of January 1, 2006 (as amended and restated and as
otherwise amended and supplemented, the “Pooling and Servicing Agreement”), among TRS,
American Express Receivables Financing Corporation II, American Express Receivables Financing
Corporation III LLC and American Express Receivables Financing Corporation IV LLC, as transferors
(together, the “Transferors”), and The Bank of New York Mellon (formerly The Bank of New
York), as trustee (the “Trustee”), does hereby certify as follows:



     1. Capitalized terms used in this Certificate have their respective meanings set forth in the
Pooling and Servicing Agreement or the Series 2011-1 Supplement, dated as of October 12, 2011,
among TRS, the Transferors and the Trustee (as amended and supplemented, the “Supplement”),
as applicable.



     2. TRS is the Servicer.



     3. The undersigned is a Servicing Officer.



I. INSTRUCTION TO MAKE A WITHDRAWAL




     Pursuant to subsections 4.05(a), (b) and (c), the Servicer does hereby instruct the Trustee
(i) to make withdrawals from the Collection Account on
               ,           , which date is a Distribution Date under the Supplement, in the aggregate amounts (equal to
the Class A Available Funds, Class B Available Funds and Collateral Available Funds, respectively)
as set forth below in respect of the following amounts and (ii) to apply the proceeds of such
withdrawals in accordance with subsections 4.05(a), (b) and (c):



     With respect to the Class A Certificates,




	 	A)	 	Pursuant to subsection 4.05(a)(i):





	 	 	 	 	 

	(1) Interest at the Class A
Certificate Rate for the related Interest
Accrual Period on the Class A Invested Amount
	 	$	                    	 
	 
	 	 	 	 
	(2) Class A Monthly
Interest previously
due but not paid
	 	$	                    	 






B-1









 





	 	 	 	 	 

	(3) Class A Additional
Interest and any Class A Additional Interest
due but not paid
	 	$	                    	 







	 	B)	 	Pursuant to subsection 4.05(a)(ii):





	 	 	 	 	 

	(1) The Class A Servicing
Fee for the preceding Monthly Period, if
applicable
	 	$	                    	 
	 
	 	 	 	 
	(2) Accrued and unpaid
Class A Servicing Fees, if applicable
	 	$	                    	 






     C) Pursuant to subsection 4.05(a)(iii):



	 	 	 	 	 

	(1) Class A Investor
Default Amount for the preceding Monthly Period
	 	$	                    	 






     With respect to the Class B Certificates,



     A) Pursuant to subsection 4.05(b)(i):



	 	 	 	 	 

	(1) Interest at the Class B
Certificate Rate for the related Interest
Accrual Period on the Class B Invested Amount
	 	$	                    	 
	 
	 	 	 	 
	(2) Class B Monthly
Interest previously due but not paid
	 	$	                    	 
	 
	 	 	 	 
	(3) Class B Additional
Interest and any Class B Additional Interest
previously due but not paid
	 	$	                    	 






     B) Pursuant to subsection 4.05(b)(ii):



	 	 	 	 	 

	(1) The Class B Servicing
Fee for the preceding Monthly Period, if
applicable
	 	$	                    	 
	 
	 	 	 	 
	(2) Accrued and unpaid
Class B Servicing Fees, if applicable
	 	$	                    	 






     With respect to the Collateral Interest



     A) Pursuant to subsection 4.05(c)(i):



	 	 	 	 	 

	(1) The Collateral
Servicing Fee for the preceding Monthly Period,
if applicable
	 	$	                    	 
	 
	 	 	 	 
	(2) Accrued and unpaid
Collateral Servicing Fees, if applicable
	 	$	                    	 






     Pursuant to subsections 4.05(d), (e) and (f), the Servicer hereby instructs the Trustee (i) to
make withdrawals from the Collection Account on                   , which date is a
Distribution Date under the Supplement, in the aggregate amounts (equal to the Available Principal
Collections) as set



B-2









 




forth below in respect of the following amounts and (ii) to apply the proceeds of such
withdrawals in accordance with subsections 4.05(d), (e) and (f):




     A) Pursuant to subsection 4.05(d):



	 	 	 	 	 

	(1) Amount to be treated as
Shared Principal Collections
	 	$	                    	 






     B) Pursuant to subsection 4.05(e):



	 	 	 	 	 

	(1) The lesser of the
Controlled Deposit Amount and the sum of the
Class A Adjusted Invested Amount and the Class
B Adjusted Invested Amount deposited in the
Principal Funding Account
	 	$	                    	 
	 
	 	 	 	 
	(2) After the Class B
Invested Amount is paid in full, the amount
paid to the Collateral Interest Holder (up to
the Collateral Invested Amount)
	 	$	                    	 
	 
	 	 	 	 
	(3) Prior to the date the
Class B Invested Amount is paid in full, amount
to be treated as Shared Principal Collections
	 	$	                    	 






     C) Pursuant to subsection 4.05(f):



	 	 	 	 	 

	(1) An amount up to the
Class A Adjusted Invested Amount deposited in
the Principal Funding Account
	 	$	                    	 
	 
	 	 	 	 
	(2) On and after the
Distribution Date on which the Class A Invested
Amount is paid in full, an amount up to the
Class B Invested Amount deposited in the
Principal Funding Account
	 	$	                    	 
	 
	 	 	 	 
	(3) On and after the
Distribution Date on which the Class B Invested
Amount is paid in full, an amount up to the
Collateral Invested Amount distributed to the
Collateral Interest Holder
	 	$	                    	 






     Pursuant to Section 4.07, the Servicer does hereby instruct the Trustee to apply on                     , which is a Distribution Date under the Supplement, any Excess Spread and Excess
Finance Charge Collections allocated to Series 2011-1 as follows:



     A) Pursuant to subsection 4.07(a):



	 	 	 	 	 

	Class A Required Amount applied in the priority set
forth in subsections 4.05(a)(i), (ii) and (iii)
	 	$	                    	 






     B) Pursuant to subsection 4.07(b):



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	Aggregate amount of Class A Investor Charge-Offs not
previously reimbursed allocated to Available
Principal Collections
	 	$	                    	 






     C) Pursuant to subsection 4.07(c):



	 	 	 	 	 

	Class B Required Amount applied in the priority set
forth in subsections 4.05(b)(i)
	 	$	                    	 






     D) Pursuant to subsection 4.07(d):



	 	 	 	 	 

	Interest accrued on aggregate outstanding principal
balance of the Class B Certificates not otherwise
distributed to Class B Certificateholders pursuant
to Section 4.07(c)
	 	$	                    	 






     E) Pursuant to subsection 4.07(d):



	 	 	 	 	 

	Amount (up to the Class B Investor Default) to be
applied as Available Principal Collections
	 	$	                    	 






     F) Pursuant to subsection 4.07(e):



	 	 	 	 	 

	The amount by which the Class B Invested Amount has
been reduced pursuant to clauses (c), (d) and (e) of
the definition thereof allocated to Available
Principal Collections
	 	$	                    	 






     G) Pursuant to subsection 4.07(f):



	 	 	 	 	 

	(1) Collateral Senior Minimum Monthly Interest
	 	$	                    	 
	 
	 	 	 	 
	(2) Collateral Senior
Minimum Monthly Interest previously due but not
paid
	 	$	                    	 
	 
	 	 	 	 
	(3) Collateral Senior
Additional Interest and any Collateral Senior
Additional Interest previously due and not paid
	 	$	                    	 






     H) Pursuant to subsection 4.07(g):



	 	 	 	 	 

	Monthly Servicing Fee for such Distribution Date
that has not been paid to the Servicer and any
Monthly Servicing Fee previously due but not paid to
the Servicer
	 	$	                    	 






     I) Pursuant to subsection 4.07(h):



	 	 	 	 	 

	Collateral Default Amount allocated to Available
Principal Collections
	 	$	                    	 






     J) Pursuant to subsection 4.07(i):



B-4









 





	 	 	 	 	 

	The amount by which the Collateral Invested Amount
has been reduced pursuant to clauses (c), (d) and
(e) of the definition thereof allocated to Available
Principal Collections
	 	$	                    	 






     K) Pursuant to subsection 4.07(j):



	 	 	 	 	 

	The excess of the Required Reserve Account Amount
over the Available Reserve Amount deposited into the
Reserve Account
	 	$	                    	 






     L) Pursuant to subsection 4.07(k):



	 	 	 	 	 

	Amount distributed to the Collateral Interest Holder
	 	$	                    	 






     Pursuant to Section 4.08, the Servicer does hereby instruct the Trustee to apply on            , which is a Distribution Date under the Pooling and Servicing Agreement, $            of Reallocated Principal Collections to fund any deficiencies in the Required
Amount after applying Class A Available Funds, Class B Available Funds, Collateral Available Funds,
Excess Spread and Excess Finance Charge Collections thereto.


II. INSTRUCTION TO MAKE CERTAIN PAYMENTS




     Pursuant to Section 5.01 of the Series Supplement, the Servicer does hereby instruct the
Trustee to pay in accordance with Section 5.01 from the Interest Funding Account or the Principal
Funding Account, as applicable, on                , which date is a Payment Date under
the Supplement, the following amounts as set forth below:



     A) Pursuant to subsection 5.01(a):



	 	 	 	 	 

	Interest to be distributed to Class A
Certificateholders
	 	$	                    	 






     B) Pursuant to subsection 5.01(b):



	 	 	 	 	 

	On the Expected Final Payment Date or a Special
Payment Date, principal to be distributed to the
Class A Certificateholders
	 	$	                    	 






     C) Pursuant to subsection 5.01(c):



	 	 	 	 	 

	Interest to be distributed to Class B
Certificateholders
	 	$	                    	 






     D) Pursuant to subsection 5.01(d):



	 	 	 	 	 

	On the Expected Final Payment Date or a Special
Payment Date, on or after the date Class A Invested
Amount is paid in full, principal to be distributed
to the Class B Certificateholders
	 	$	                    	 






     E) Pursuant to subsection 5.01(e):



B-5









 





	 	 	 	 	 

	Aggregate amount to be distributed to the Collateral Interest Holder
	 	$	                    	 






III. ACCRUED AND UNPAID AMOUNTS




     After giving effect to the withdrawals and transfers to be made in accordance with this
notice, the following amounts will be accrued and unpaid with respect to all Monthly Periods
preceding the current calendar month.



     1. Subsection 4.06(a):



	 	 	 	 	 

	The aggregate amount of all unreimbursed Class A
Investor Charge-Offs
	 	$	                    	 






2. Subsection 4.06(a), (b) and
4.08(a):




	 	 	 	 	 

	The aggregate amount by which the Class B Invested
Amount has been reduced pursuant to clauses (c), (d)
and (e) of the definition thereof
	 	$	                    	 






     3. Subsection 4.06(a), (b), (c) and
4.08(a), (b) and (c):



	 	 	 	 	 

	The aggregate amount by which the Collateral
Invested Amount has been reduced pursuant to clauses
(c), (d) and (e) of the definition thereof
	 	$	                    	 






     IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this                
day of                ,           .



	 	 	 	 	 
	 	AMERICAN EXPRESS TRAVEL RELATED
SERVICES COMPANY, INC., as Servicer

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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EXHIBIT C-1




FORM OF MONTHLY STATEMENT




AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST

SERIES 2011-1



	 	 	 	 	 
	 	 	TRUST	 
	 	 	TOTALS	 
	A. TRUST ACTIVITY	 	 	 
	Record Date
	 	 	                    	 
	Number of days in Monthly Period
	 	 	                    	 
	Beginning Number of Accounts
	 	 	                    	 
	Beginning Principal Receivable Balance, including any
Additions or Removals, or Adjustments of Principal
Receivables during the Monthly Period
	 	$	                    	 
	a. Addition of Principal Receivables
	 	$	                    	 
	b. Removal of Principal Receivables
	 	$	                    	 
	c. Adjustments to Principal Receivables
	 	$	                    	 
	Special Funding Account Balance
	 	$	                    	 
	Beginning Total Principal Balance
	 	$	                    	 
	Finance Charge Collections (excluding Recoveries)
	 	$	                    	 
	Collections of Discount Option Receivables
	 	$	                    	 
	Recoveries
	 	$	                    	 
	Total Collections of Finance Charge Receivables
	 	$	                    	 
	Total Collections of Principal Receivables
	 	$	                    	 
	Monthly Payment Rate
	 	 	                    	%
	Defaulted Amount
	 	$	                    	 
	Annualized Default Rate
	 	 	                    	%
	Annualized Default Rate, Net of Recoveries
	 	 	                    	%
	Trust Portfolio Yield
	 	 	                    	%
	New Principal Receivables
	 	$	                    	 
	Ending Number of Accounts
	 	 	                    	 
	Ending Principal Receivables Balance
	 	$	                    	 
	Ending Required Minimum Principal Balance
	 	$	                    	 
	Ending Transferor Amount
	 	$	                    	 
	Ending Special Funding Account Balance
	 	$	                    	 
	Ending Total Principal Balance
	 	$	                    	 
	 
	B. SERIES ALLOCATIONS
	 	 	 	 
	Group Number
	 	 	                    	 
	Invested Amount
	 	$	                    	 
	Adjusted Invested Amount
	 	$	                    	 
	Principal Funding Account Balance
	 	$	                    	 
	Series Required Transferor Amount
	 	$	                    	 
	Series Allocation Percentage
	 	 	                    	%
	Series Allocable Finance Charge Collections
	 	$	                    	 






C-1-1









 






	 	 	 	 	 
	 	 	TRUST	 
	 	 	TOTALS	 
	Series Allocable Recoveries
	 	$	                    	 
	Series Allocable Principal Collections
	 	$	                    	 
	Series Allocable Defaulted Amount
	 	$	                    	 
	 
	 	 	 	 
	C. GROUP ALLOCATIONS
	 	 	 	 
	Group Number
	 	 	                    	 
	Invested Amount
	 	$	                    	 
	Investor Finance Charge Collections
	 	$	                    	 
	Investor Monthly Interest
	 	$	                    	 
	Investor Default Amount
	 	$	                    	 
	Investor Monthly Fees
	 	$	                    	 
	Investor Additional Amounts
	 	$	                    	 
	Total
	 	$	                    	 
	 
	 	 	 	 
	Reallocated Investor Finance Charge Collections
	 	$	                    	 
	Investment Funding Account Proceeds
	 	$	                    	 
	Available Excess
	 	$	                    	 
	 
	 	 	 	 
	Group Investor Finance Charge Collections
	 	$	                    	 
	Group Expenses
	 	$	                    	 
	Group Reallocable Investor Finance Charge Collections
	 	$	                    	 
	 
	 	 	 	 
	D. TRUST PERFORMANCE
	 	 	 	 
	Delinquencies
	 	 	 	 
	31-60 Days Delinquent
	 	 	                    	 
	61-90 Days Delinquent
	 	 	                    	 
	90+ Days Delinquent
	 	 	                    	 
	Total 30+ Days Delinquent
	 	 	                    	 






C-1-2









 






SERIES 2011-1 CERTIFICATES




	 	 	 	 	 	 	 	 	 	 	 	 	 
	A. INVESTOR/	 	 	 	 	 	TOTAL	 	 	 	 
	TRANSFEROR	 	SERIES	 	 	INVESTOR	 	 	TRANSFERORS’	 
	ALLOCATIONS	 	ALLOCATIONS	 	 	INTEREST	 	 	INTEREST	 
	Beginning
Invested Amount/Transferor Amount
	 	$	____________	 	 	$	____________	 	 	$	____________	 
	Beginning
Adjusted Invested Amount
	 	$	____________	 	 	$	____________	 	 	$	____________	 
	Floating
Allocation Percentage
	 	 	_________	%	 	 	_________	%	 	 	_________	%
	Principal
Allocation Percentage
	 	 	_________	%	 	 	_________	%	 	 	_________	%
	Collections
of Finance Charge Receivables
	 	$	____________	 	 	$	____________	 	 	$	____________	 
	Collections
of Principal Receivables
	 	$	____________	 	 	$	____________	 	 	$	____________	 
	Defaulted Amount
	 	$	____________	 	 	$	____________	 	 	$	____________	 
	Ending
Invested Amount/Transferor Amount
	 	$	____________	 	 	$	____________	 	 	$	____________	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	B. MONTHLY PERIOD	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FUNDING	 	 	 	 	 	 	 	 	 	COLLATERAL	 	 	 	 
	REQUIREMENTS	 	CLASS A	 	 	CLASS B	 	 	INTEREST	 	 	TOTAL	 
	Principal Funding Account
Balance
	 	$	____________	 	 	$	____________	 	 	$	____________	 	 	$	____________	 
	Investment Proceeds for
Monthly Period
	 	$	____________	 	 	$	____________	 	 	$	____________	 	 	$	____________	 
	Reserve Account Opening
Balance
	 	$	____________	 	 	$	____________	 	 	$	____________	 	 	$	____________	 
	Reserve Account Investment
Proceeds retained per
Section 4.12(b)
	 	$	____________	 	 	$	____________	 	 	$	____________	 	 	$	____________	 
	Reserve Account Deposit
	 	$	____________	 	 	$	____________	 	 	$	____________	 	 	$	____________	 
	Reserve Draw Amount
	 	$	____________	 	 	$	____________	 	 	$	____________	 	 	$	____________	 
	Reserve Account Surplus
	 	$	____________	 	 	$	____________	 	 	$	____________	 	 	$	____________	 
	Reserve Account Closing
Balance
	 	$	____________	 	 	$	____________	 	 	$	____________	 	 	$	____________	 
	Required Reserve Account
Amount
	 	$	____________	 	 	$	____________	 	 	$	____________	 	 	$	____________	 
	LIBOR Determination Date
	 	 	____________	 	 	 	____________	 	 	 	____________	 	 	 	 	 
	Coupon (__
/__/__ to
__/__/__)
	 	 	_________	%	 	 	_________	%	 	 	_________	%	 	 	_________	%
	Monthly Interest Due
	 	$	____________	 	 	$	____________	 	 	$	____________	 	 	$	____________	 
	Outstanding Monthly
Interest Due
	 	$	____________	 	 	$	____________	 	 	$	____________	 	 	$	____________	 
	Additional Interest Due
	 	$	____________	 	 	$	____________	 	 	$	____________	 	 	$	____________	 






C-1-3









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	B. MONTHLY PERIOD	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FUNDING	 	 	 	 	 	 	 	 	 	COLLATERAL	 	 	 	 
	REQUIREMENTS	 	CLASS A	 	 	CLASS B	 	 	INTEREST	 	 	TOTAL	 
	Total Interest Due
	 	$	____________	 	 	$	____________	 	 	$	____________	 	 	$	____________	 
	Investor Default Amount
	 	$	____________	 	 	$	____________	 	 	$	____________	 	 	$	____________	 
	Investor Monthly Fees Due
	 	$	____________	 	 	$	____________	 	 	$	____________	 	 	$	____________	 
	Investor Additional
Amounts Due
	 	$	____________	 	 	$	____________	 	 	$	____________	 	 	$	____________	 
	Total Due
	 	$	____________	 	 	$	____________	 	 	$	____________	 	 	$	____________	 
	Reallocated Investor
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	____________	 
	Finance Charge Collections
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Interest and Principal
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	____________	 
	Funding Investment
Proceeds
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Interest on Reserve Account
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	____________	 
	Series Adjusted Portfolio Yield
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	_________	%
	Base Rate
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	_________	%
	Excess Spread Percentage
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	_________	%






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	C. CERTIFICATES —	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BALANCES AND	 	 	 	 	 	 	 	 	 	COLLATERAL	 	 	 	 
	DISTRIBUTIONS	 	CLASS A	 	 	CLASS B	 	 	INTEREST	 	 	TOTAL	 
	Beginning Certificates
Balance
	 	$	____________	 	 	$	____________	 	 	$	____________	 	 	$	____________	 
	Distributions of Interest
	 	$	____________	 	 	$	____________	 	 	$	____________	 	 	$	____________	 
	Deposits to the Principal
Funding Account
	 	$	____________	 	 	$	____________	 	 	$	____________	 	 	$	____________	 
	Distributions of Principal
	 	$	____________	 	 	$	____________	 	 	$	____________	 	 	$	____________	 
	Total Distributions
	 	$	____________	 	 	$	____________	 	 	$	____________	 	 	$	____________	 
	Ending Certificates Balance
	 	$	____________	 	 	$	____________	 	 	$	____________	 	 	$	____________	 






C-1-4









 







	 	D)	 	Information regarding distributions on
the Distribution Date in respect of the Class A
Certificates per $1,000 original certificate principal
amount.





	 	 	 	 	 

	(1) The total amount of
the distribution:
	 	$	                    	 
	 
	 	 	 	 
	(2) The amount of the
distribution in respect of Class A Monthly
Interest:
	 	$	                    	 
	 
	 	 	 	 
	(3) The amount of the
distribution in respect of Class A Outstanding
Monthly Interest:
	 	$	                    	 
	 
	 	 	 	 
	(4) The amount of the
distribution in respect of Class A Additional
Interest:
	 	$	                    	 
	 
	 	 	 	 
	(5) The amount of the
distribution in respect of principal of the
Class A Certificates:
	 	$	                    	 







	 	E)	 	Class A Investor Charge-Offs and
Reimbursement of Class A Investor Charge-Offs.





	 	 	 	 	 

	(1) The total amount of
Class A Investor Charge-Offs:
	 	$	                    	 
	 
	 	 	 	 
	(2) The amount of Class A
Investor Charge-Offs per $1,000 original
certificate principal amount:
	 	$	                    	 
	 
	 	 	 	 
	(3) The total amount
reimbursed in respect of Class A Investor
Charge-Offs:
	 	$	                    	 
	 
	 	 	 	 
	(4) The amount reimbursed
in respect of Class A Investor Charge-Offs per
$1,000 original certificate principal amount:
	 	$	                    	 
	 
	 	 	 	 
	(5) The amount, if any, by
which the outstanding principal balance of the
Class A Certificates exceeds the Class A
Invested Amount after giving effect to all
transactions on such Distribution Date:
	 	$	                    	 







	 	F)	 	Information regarding distributions in
respect of the Class B Certificates, per $1,000
original certificate principal amount.





	 	 	 	 	 

	(1) The total amount of
the distribution in respect of Class B
Certificates:
	 	$	                    	 
	 
	 	 	 	 
	(2) The amount of the
distribution in respect of Class B Monthly
Interest:
	 	$	                    	 






C-1-5









 






	 	 	 	 	 

	(3) The amount of the
distribution in respect of Class B Outstanding
Monthly Interest:
	 	$	                    	 
	 
	 	 	 	 
	(4) The amount of the
distribution in respect of Class B Additional
Interest:
	 	$	                    	 
	 
	 	 	 	 
	(5) The amount of the
distribution in respect of principal of the
Class B Certificates:
	 	$	                    	 







	 	G)	 	Amount of reductions in Class B
Invested Amount pursuant to clauses (c), (d), and (e)
of the definition of Class B Invested Amount on such
Distribution Date.





	 	 	 	 	 

	(1) The amount of
reductions in Class B Invested Amount pursuant
to clauses (c), (d) and (e) of the definition
of Class B Invested Amount:
	 	$	                    	 
	 
	 	 	 	 
	(2) The amount of the
reductions in the Class B Invested Amount per
$1,000 original certificate principal amount:
	 	$	                    	 
	 
	 	 	 	 
	(3) The total amount
reimbursed in respect of such reductions in
the Class B Invested Amount:
	 	$	                    	 
	 
	 	 	 	 
	(4) The amount reimbursed
in respect of such reductions in the Class B
Invested Amount, per $1,000 original
certificate principal amount:
	 	$	                    	 
	 
	 	 	 	 
	(5) The amount, if any, by
which the outstanding principal balance of the
Class B Certificates exceeds the Class B
Invested Amount after giving effect to all
transactions on such Distribution Date:
	 	$	                    	 







	 	H)	 	Information regarding distributions on
the Distribution Date to the Collateral Interest
Holder.





	 	 	 	 	 

	(1) The total amount
distributed to the Collateral Interest Holder:
	 	$	                    	 
	 
	 	 	 	 
	(2) The amount of the
distribution in respect of Collateral Senior
Minimum Monthly Interest:
	 	$	                    	 
	 
	 	 	 	 
	(3) The amount of the
distribution in respect of Collateral Senior
Additional Interest:
	 	$	                    	 
	 
	 	 	 	 
	(4) The amount distributed
to the Collateral Interest Holder in respect
of principal on the Collateral Invested
Amount:
	 	$	                    	 






C-1-6









 






	 	 	 	 	 

	(5) The amount of the
distribution to the Collateral Interest Holder
in respect of remaining Excess Spread:
	 	$	                    	 







	 	I)	 	Amount of reductions in Collateral
Invested Amount pursuant to clauses (c), (d), and (e)
of the definition of Collateral Invested Amount.





	 	 	 	 	 

	(1) The amount of
reductions in the Collateral Invested Amount
pursuant to clauses (c), (d) and (e) of the
definition of Collateral Invested Amount:
	 	$	                    	 
	 
	 	 	 	 
	(2) The total amount
reimbursed in respect of such reductions in
the Collateral Invested Amount:
	 	$	                    	 






C-1-7









 






J. APPLICATION OF REALLOCATED INVESTOR FINANCE CHARGE COLLECTIONS




	 	 	 	 	 

	1. CLASS A AVAILABLE FUNDS
	 	$	____________	 
	a. Class A Monthly Interest
	 	$	____________	 
	b. Class A Outstanding Monthly Interest
	 	$	____________	 
	c. Class A Additional Interest
	 	$	____________	 
	d. Class A Investor Default Amount (treated as
Available Principal Collections)
	 	$	____________	 
	e. Excess Spread
	 	$	____________	 
	 
	 	$	____________	 
	2. CLASS B AVAILABLE FUNDS
	 	$	____________	 
	a. Class B Monthly Interest
	 	$	____________	 
	b. Class B Outstanding Monthly Interest
	 	$	____________	 
	c. Class B Additional Interest
	 	$	____________	 
	d. Excess Spread
	 	$	____________	 
	3. COLLATERAL AVAILABLE FUNDS
	 	$	____________	 
	a. Excess Spread
	 	$	____________	 
	4. TOTAL EXCESS SPREAD
	 	$	____________	 
	 
	 	 	 	 
	K. REALLOCATED PRINCIPAL COLLECTIONS
	 	 	 	 
	1. Principal Allocation Percentage
	 	 	________	%
	2. Series 2011-1 Allocable Principal Collections
	 	$	____________	 
	3. Principal Allocation Percentage of Series
2011-1 Allocable Principal Collections
	 	$	____________	 
	4. Reallocated Principal Collections Required to fund the
Required Amount
	 	$	____________	 
	5. Item 3 minus Item 4
	 	$	____________	 
	6. Shared Principal Collections from other Series allocated to
Series 2011-1
	 	$	____________	 
	7. Other amounts treated as Available Principal Collections
	 	$	____________	 
	8. Available Principal Collections (total of items 5, 6 and 7)
	 	$	____________	 
	 
	 	 	 	 
	L. APPLICATION OF AVAILABLE PRINCIPAL COLLECTIONS DURING REVOLVING PERIOD
	1. Collateral Invested Amount
	 	$	____________	 
	2. Required Collateral Invested Amount
	 	$	____________	 
	3. Excess of Collateral Invested Amount over Required Collateral
Invested Amount
	 	$	____________	 
	4. Treated as Shared Principal Collections
	 	$	____________	 
	 
	 	 	 	 
	M. APPLICATION OF PRINCIPAL COLLECTIONS DURING ACCUMULATION OR AMORTIZATION PERIOD
	1. Principal Funding Account
	 	$	____________	 
	2. Excess of Collateral Invested Amount over Required Collateral
Invested Amount
	 	$	____________	 
	3. Distribution of Principal
	 	$	____________	 
	4. Treated as Shared Principal Collections
	 	$	____________	 
	 
	 	 	 	 






C-1-8









 






	 	 	 	 	 

	N. APPLICATION OF EXCESS SPREAD AND EXCESS FINANCE CHARGE COLLECTIONS ALLOCATED TO SERIES 2011-1
	1. Excess Spread
	 	$	____________	 
	2. Excess Finance Charge Collections
	 	$	____________	 
	3. Applied to fund Class A Required Amount
	 	$	____________	 
	4. Class A Investor Charge-Offs treated as Available Principal
Collections
	 	$	____________	 
	5. Applied to fund overdue Class B Interest
	 	$	____________	 
	6. Applied to fund Class B Required Amount
	 	$	____________	 
	7. Reduction of Class B Invested Amount treated as Available
Principal Collections
	 	$	____________	 
	8. Applied to Collateral Senior Minimum Monthly Interest
	 	$	____________	 
	9. Applied to unpaid Monthly Servicing Fee
	 	$	____________	 
	10. Collateral Default Amount treated as Available Principal
Collections
	 	$	____________	 
	11. Reduction of Collateral Invested Amount treated as Available
Principal Collections
	 	$	____________	 
	12. Deposited to Reserve Account
	 	$	____________	 
	13. Remaining Excess Spread distributed to Collateral Interest
Holder(s)
	 	$	____________	 
	 
	 	 	 	 
	O. YIELD AND BASE RATE
	 	 	 	 
	1. Base Rate
	 	 	 	 
	a. Current Monthly Period
	 	 	________	%
	b. Prior Monthly Period
	 	 	________	%
	c. Second Prior Monthly Period
	 	 	________	%
	2. Three Month Average Base
Rate
	 	 	________	%
	3. Series Adjusted Portfolio
Yield
	 	 	 	 
	a. Current Monthly Period
	 	 	________	%
	b. Prior Monthly Period
	 	 	________	%
	c. Second Prior Monthly Period
	 	 	________	%
	4. Three
Month average Series Adjusted Portfolio Yield
	 	 	________	%
	5. Is the 3 month average
	 	[Yes/No]
	Series Adjusted Portfolio
Yield more than the 3 month
average Base Rate?
	 	 	 	 






C-1-9









 






	 	 	 	 	 

	P. REASSIGNMENT AMOUNT
	 	 	 	 
	Adjusted Invested Amount
	 	$	____________	 
	Monthly Interest
	 	$	____________	 
	Monthly Interest previously due but not paid
	 	$	____________	 
	Additional Interest
	 	$	____________	 
	Additional Interest previously due but not paid
	 	$	____________	 
	Reassignment Amount
	 	$	____________	 







C-1-10












 





EXHIBIT C-2




FORM OF ANNUAL PAYMENT INFORMATION

AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST

SERIES 2011-1




FOR THE YEAR ENDED DECEMBER 31, 20[_]



     The undersigned, a duly authorized representative of American Express Travel Related Services
Company, Inc. (“TRS”), as Servicer pursuant to the Pooling and Servicing Agreement, dated as of May
16, 1996, as amended and restated as of January 1, 2006 (as amended and restated and as otherwise
amended and supplemented, the “Pooling and Servicing Agreement”), among TRS, American Express
Receivable Financing Corporation II, American Express Receivable Financing Corporation III LLC and
American Express Receivable Financing Corporation IV LLC, as transferors (together, the
“Transferors”) and The Bank of New York Mellon, as trustee (the “Trustee”), does hereby certify as
follows:



     Capitalized terms used in this Certificate have their respective meanings set forth in the
Pooling and Servicing Agreement or the Series 2011-1 Supplement, dated as of October 12, 2011,
among TRS, the Transferors and the Trustee (as amended and supplemented, the “Supplement”), as
applicable.



     Pursuant to Section 5.01 of the Series Supplement, the Servicer instructed the Trustee to pay
in accordance with Section 5.01 from the Interest Funding Account or the Principal Funding Account,
as applicable, the following aggregate amounts during the year ended December 31, 20[_]:



          A) Pursuant to subsection 5.01(a):




	 	 	 	 	 

	Interest distributed to Class A Certificateholders
	 	$	                    	 






          B) Pursuant to subsection 5.01(b):




	 	 	 	 	 

	On the Expected Final Payment Date or a Special
Payment Date, if applicable, principal distributed
to the Class A Certificateholders
	 	$	                    	 






          C) Pursuant to subsection 5.01(c):




	 	 	 	 	 

	Interest distributed to Class B Certificateholders
	 	$	                    	 






          D) Pursuant to subsection 5.01(d):




	 	 	 	 	 

	On the Expected Final Payment Date or a Special
Payment Date, if applicable, on or after the date
Class A Invested Amount is paid in full, principal
distributed to the Class B Certificateholders
	 	$	                    	 






          E) Pursuant to subsection 5.01(e):




	 	 	 	 	 

	Aggregate amount distributed to the Collateral
Interest Holder in respect of interest
	 	$	                    	 






C-2-1









 






	 	 	 	 	 

	Aggregate amount distributed to the Collateral
Interest Holder in respect of principal
	 	$	                    	 





IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this [_] day of January,
20[_].




	 	 	 	 	 
	 	AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC., as Servicer

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




C-2-2









 





EXHIBIT D




FORM OF MONTHLY SERVICER’S CERTIFICATE




AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.



AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST



          The undersigned, a duly authorized representative of American Express Travel Related Services
Company, Inc., as Servicer (“TRS”), pursuant to the Pooling and Servicing Agreement, dated
as of May 16, 1996, as amended and restated as of January 1, 2006 (as amended and restated and as
otherwise amended and supplemented, the “Agreement”), as supplemented by the Series
Supplements (as amended and supplemented, the “Series Supplements”), among TRS, as
Servicer, American Express Receivables Financing Corporation II, American Express Receivables
Financing Corporation III LLC and American Express Receivables Financing Corporation IV LLC, as
Transferors, and The Bank of New York Mellon, as Trustee, does hereby certify as follows:




          1. Capitalized terms used in this Certificate have their respective meanings as set forth in
the Agreement or the Series Supplement, as applicable.




          2. TRS is, as of the date hereof, the Servicer under the Agreement.




          3. The undersigned is a Servicing Officer.




          4.
This Certificate relates to the Distribution Date occurring on
                  
            , 20             and covers activity from
                              ,
20             through                                        , 20            .




          5. As of the date hereof, to the best knowledge of the undersigned, the Servicer has performed
in all material respects all its obligations under the Agreement through the Monthly Period
preceding such Distribution Date [or, if there has been a default in the performance of any such
obligation, set forth in detail the (i) nature of such default, (ii) the action taken by the
Servicer, if any, to remedy such default and (iii) the current status of each such default; if
applicable, insert “None”].




          6. As of the date hereof, to the best knowledge of the undersigned, no Pay Out Event occurred
on or prior to such Distribution Date.




          IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Certificate this               day of                               ,
20            .




	 	 	 	 	 
	 	AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.,

as Servicer

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




D-1









 





EXHIBIT E




FORM OF INVESTMENT LETTER




[Date]




			
	     Re:	 	American Express Credit Account Master Trust;

Purchases of Series 2011-1 Collateral Interest




Ladies and Gentlemen:




          This letter (the “Investment Letter”) is delivered by the undersigned (the “Purchaser”)
pursuant to Section 9.07 of the Series 2011-1 Supplement, dated as of October 12, 2011 (the “Series
Supplement”) to the Pooling and Servicing Agreement, dated as of May 16, 1996, as amended and
restated as of January 1, 2006 (as amended and restated and as otherwise amended and supplemented,
the “Agreement”), each among The Bank of New York Mellon, as Trustee, American Express Receivables
Financing Corporation II, American Express Receivables Financing Corporation III LLC and American
Express Receivables Financing Corporation IV LLC, as Transferors, and American Express Travel
Related Services Company, Inc., as Servicer. Capitalized terms used herein without definition
shall have the meanings set forth in the Agreement. The Purchaser represents to and agrees with
the Transferors as follows:





	 	(a)	 	The Purchaser has such knowledge and experience in financial
and business matters as to be capable of evaluating the merits and risks of its
investment in the Collateral Interest and is able to bear the economic risk of
such investment.
	 
	 	(b)	 	The Purchaser is an “accredited investor,” as defined in Rule
501, promulgated by the Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended (the “Securities Act”), or is a
sophisticated institutional investor. The Purchaser understands that the
offering and sale of the Collateral Interest has not been and will not be
registered under the Securities Act and has not and will not be registered or
qualified under any applicable “Blue Sky” law, and that the offering and sale
of the Collateral Interest has not been reviewed by, passed on or submitted to
any federal or state agency or commission, securities exchange or other
regulatory body.
	 
	 	(c)	 	The Purchaser is acquiring an interest in the Collateral
Interest without a view to any distribution, resale or other transfer thereof
except, with respect to any Collateral Interest or any interest or
participation therein, as contemplated in the following sentence. The
Purchaser will not resell or otherwise transfer any interest or participation
in the Collateral Interest, except in accordance with Section 9.07 of the
Series Supplement and (i) in a transaction exempt from the registration
requirements of the Securities Act and applicable state securities or “blue
sky” laws; (ii) to a Transferor or any affiliate of a Transferor; or (iii) to a
person who the Purchaser reasonably believes is a qualified institutional buyer
(within the meaning thereof in Rule 144A under the Securities Act) that is
aware that the resale or other transfer is being made in reliance upon Rule
144A. In connection therewith, the Purchaser hereby agrees that it will not
resell or otherwise transfer the Collateral Interest or any interest therein
unless the purchaser thereof provides to the addressee hereof a letter
substantially in the form hereof.




E-1









 






	 	(d)	 	No portion of the Collateral Interest or any interest therein
may be Transferred, and each Assignee will certify that it is not, (a) an
“employee benefit plan” (as defined in Section 3(3) of ERISA), including
governmental plans and church plans, (b) any “plan” (as defined in Section
4975(e)(1) of the Code) including individual retirement accounts and Keogh
plans, or (c) any other entity whose underlying assets include “plan assets”
(within the meaning of U.S. Department of Labor Regulation Section 2510.3-101,
29 C.F.R. § 2510.3-101 or otherwise under ERISA) by reason of a plan’s
investment in the entity, including, without limitation, an insurance company
general account.
	 
	 	(e)	 	This Investment Letter has been duly executed and delivered and
constitutes the legal, valid and binding obligation of the Purchaser,
enforceable against the Purchaser in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws or equitable principles affecting the enforcement of
creditors’ rights generally and general principles of equity.





	 	 	 	 	 
	 	Very truly yours,



[NAME OF PURCHASER]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	AGREED TO AS OF THE DATE FIRST ABOVE WRITTEN:



AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION II,

as Transferor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION III LLC,

as Transferor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION IV LLC,

as Transferor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
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