**Exhibit 33.1**

 

**GE CONSUMER FINANCE, INC.**

 

Management’s Assertion of Compliance

 

1.             Management of GE Consumer Finance, Inc. (the “Company”) is responsible for assessing compliance with the servicing criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB, as of and for the 12-month period ending December 31, 2010 (the “Reporting Period”), as set forth in Appendix A hereto.  Appendix B identifies the transactions covered by this report and includes asset-backed securities transactions for which the Company acted as servicer involving credit card receivables, accounts receivable and asset based lending receivables (the “Platform”);

 

2.             The Company has engaged certain venders, which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”), to perform specific, limited or scripted activities, and the Company elects to take responsibility for assessing compliance with the servicing criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth in Appendix A hereto;

 

3.             Except as set forth in paragraph 4 below, the Company used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with the applicable servicing criteria;

 

4.             The criteria listed in the column titled “Inapplicable Servicing Criteria” on Appendix A hereto are inapplicable to the Company based on the activities it performs, directly or through its Vendors, with respect to the Platform;

 

5.             The Company has complied, in all material respects, with the applicable servicing criteria as of December 31, 2010 and for the Reporting Period****with respect to the Platform taken as a whole;

 

6.             The Company has not identified and is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of December 31, 2010 and for the Reporting Period with respect to the Platform taken as a whole;

 

7.             The Company has not identified any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria as of December 31, 2010 and for the Reporting Period with respect to the Platform taken as a whole; and

 

8.             KPMG LLP, a registered public accounting firm, has issued an attestation report on the Company’s assessment of compliance with the applicable servicing criteria for the Reporting Period.

 

----

 

March 25, 2011

 

 
|   | GE Consumer Finance,   Inc. |
|--------|-----------------------------|
|   |                        |
|   | By:                         | /s/ Mark Begor |
|   |                        | Name: Mark Begor |
|   |                        | Title: President |

 

----

 

APPENDIX A

 
| **SERVICING CRITERIA** | ** ** | **APPLICABLE   SERVICING CRITERIA**                                                                                                                                                                                                                                                                                                                                                            | ** ** | ** **                                    |
|-----------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------------|
| **Reference**               | ** ** | **Criteria**                                                                                                                                                                                                                                                                                                                                                                                        | ** ** | **Performed   Directly   by   the   Company** | ** ** | **Performed   by   Vendor(s)   for which   the   Company is   the   Responsible   Party** | ** ** | **INAPPLICABLE   SERVICING   CRITERIA** |
| ** **                  |       | ** **                                                                                                                                                                                                                                                                                                                                                                                          |       |                                          |   |   |   |   |
| ** **                  |       | **General   Servicing Considerations**                                                                                                                                                                                                                                                                                                                                                              |       |                                          |   |   |   |   |
| 1122(d)(1)(i)               |       | Policies and procedures   are instituted to monitor any performance or other triggers and events of   default in accordance with the transaction agreements.                                                                                                                                                                                                                                        | ** ** | **X**                                         | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(1)(ii)              |       | If any material   servicing activities are outsourced to third parties, policies and procedures   are instituted to monitor the third party’s performance and compliance with   such servicing activities.                                                                                                                                                                                     | ** ** | **X**                                         | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(1)(iii)             |       | Any requirements in the   transaction agreements to maintain a back-up servicer for the pool assets are   maintained.                                                                                                                                                                                                                                                                               | ** ** | ** **                                    | ** ** | ** ** | ** ** | **X** |
| 1122(d)(1)(iv)              |       | A fidelity bond and   errors and omissions policy is in effect on the party participating in the   servicing function throughout the reporting period in the amount of coverage   required by and otherwise in accordance with the terms of the transaction   agreements.                                                                                                                           | ** ** | ** **                                    | ** ** | ** ** | ** ** | **X** |
|                        |       |                                                                                                                                                                                                                                                                                                                                                                                                | ** ** | ** **                                    | ** ** | ** ** | ** ** | ** ** |
| ** **                  | ** ** | **Cash   Collection and Administration**                                                                                                                                                                                                                                                                                                                                                            | ** ** | ** **                                    | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(2)(i)               |       | Payments on pool assets   are deposited into the appropriate custodial bank accounts and related bank   clearing accounts no more than two business days of receipt, or such other   number of days specified in the transaction agreements.                                                                                                                                                        | ** ** | **X**                                         | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(2)(ii)              |       | Disbursements made via   wire transfer on behalf of an obligor or to an investor are made only by   authorized personnel.                                                                                                                                                                                                                                                                           | ** ** | **X**                                         | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(2)(iii)             |       | Advances of funds or   guarantees regarding collections, cash flows or distributions, and any   interest or other fees charged for such advances, are made, reviewed and   approved as specified in the transaction agreements.                                                                                                                                                                     | ** ** | ** **                                    | ** ** | ** ** | ** ** | **X** |
| 1122(d)(2)(iv)              |       | The related accounts   for the transaction, such as cash reserve accounts or accounts established as   a form of overcollateralization, are separately maintained (e.g., with   respect to commingling of cash) as set forth in the transaction agreements.                                                                                                                                         | ** ** | **X**                                         | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(2)(v)               |       | Each custodial account   is maintained at a federally insured depository institution as set forth in   the transaction agreements. For purposes of this criterion, “federally   insured depository institution” with respect to a foreign financial   institution means a foreign financial institution that meets the requirements   of Rule 13k-1(b)(1) of the Securities Exchange Act. | ** ** | **X**                                         | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(2)(vi)              |       | Unissued checks are   safeguarded so as to prevent unauthorized access.                                                                                                                                                                                                                                                                                                                             | ** ** | ** **                                    | ** ** | ** ** | ** ** | **X** |

 

----

 
| **SERVICING CRITERIA** | ** ** | **APPLICABLE   SERVICING CRITERIA**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | ** ** | ** **                                    |
|-----------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------------|
| **Reference**               | ** ** | **Criteria**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | ** ** | **Performed   Directly   by   the   Company** | ** ** | **Performed   by   Vendor(s)   for which   the   Company is   the   Responsible   Party** | ** ** | **INAPPLICABLE   SERVICING   CRITERIA** |
| ** **                  |       | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |       |                                          |   |   |   |   |
| 1122(d)(2)(vii)             |       | Reconciliations are   prepared on a monthly basis for all asset-backed securities related bank   accounts, including custodial accounts and related bank clearing accounts.   These reconciliations are (A) mathematically accurate; (B) prepared   within 30 calendar days after the bank statement cutoff date, or such other   number of days specified in the transaction agreements; (C) reviewed and   approved by someone other than the person who prepared the reconciliation;   and (D) contain explanations for reconciling items. These reconciling   items are resolved within 90 calendar days of their original identification,   or such other number of days specified in the transaction agreements. | ** ** | ** **                                    | ** ** | **X** | ** ** | ** ** |
|                        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | ** ** | ** **                                    | ** ** | ** ** | ** ** | ** ** |
| ** **                  | ** ** | **Investor   Remittances and Reporting**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | ** ** | ** **                                    | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(3)(i)               |       | Reports to investors,   including those to be filed with the Commission, are maintained in accordance   with the transaction agreements and applicable Commission requirements.   Specifically, such reports (A) are prepared in accordance with   timeframes and other terms set forth in the transaction agreements;   (B) provide information calculated in accordance with the terms   specified in the transaction agreements; (C) are filed with the   Commission as required by its rules and regulations; and (D) agree   with investors’ or the trustee’s records as to the total unpaid principal   balance and number of pool assets serviced by the Servicer.                               | ** ** | **X**                                         | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(3)(ii)              |       | Amounts due to   investors are allocated and remitted in accordance with timeframes,   distribution priority and other terms set forth in the transaction   agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | ** ** | **X**                                         | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(3)(iii)             |       | Disbursements made to   an investor are posted within two business days to the Servicer’s investor   records, or such other number of days specified in the transaction   agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | ** ** | **X**                                         | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(3)(iv)              |       | Amounts remitted to   investors per the investor reports agree with cancelled checks, or other form   of payment, or custodial bank statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | ** ** | **X**                                         | ** ** | ** ** | ** ** | ** ** |
|                        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | ** ** | ** **                                    | ** ** | ** ** | ** ** | ** ** |
| ** **                  | ** ** | **Pool   Asset Administration**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | ** ** | ** **                                    | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(4)(i)               |       | Collateral or security   on pool assets is maintained as required by the transaction agreements or   related pool asset loan documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | ** ** | **X**                                         | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(4)(ii)              |       | Pool asset and related   documents are safeguarded as required by the transaction agreements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | ** ** | **X**                                         | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(4)(iii)             |       | Any additions, removals   or substitutions to the asset pool are made, reviewed and approved in   accordance with any conditions or requirements in the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | ** ** | **X**                                         | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(4)(iv)              |       | Payments on pool   assets, including any payoffs, made in accordance with the related pool asset   documents are posted to the Servicer’s obligor records maintained no more   than two business days after receipt, or such other number of days specified   in the transaction agreements, and allocated to principal, interest or other   items (e.g., escrow) in accordance with the related pool asset documents.                                                                                                                                                                                                                                                                                                                | ** ** | **X**                                         | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(4)(v)               |       | The Servicer’s records   regarding the pool assets agree with the Servicer’s records with respect to   an obligor’s unpaid principal balance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | ** ** | **X**                                         | ** ** | ** ** | ** ** | ** ** |

 

----

 
| **SERVICING CRITERIA** | ** ** | **APPLICABLE   SERVICING CRITERIA**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | ** ** | ** **                                    |
|-----------------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------------|
| **Reference**               | ** ** | **Criteria**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | ** ** | **Performed   Directly   by   the   Company** | ** ** | **Performed   by   Vendor(s)   for which   the   Company is   the   Responsible   Party** | ** ** | **INAPPLICABLE   SERVICING   CRITERIA** |
| ** **                  |       | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |       |                                          |   |   |   |   |
| 1122(d)(4)(vi)              |       | Changes with respect to   the terms or status of an obligor’s pool assets (e.g., loan modifications or   re-agings) are made, reviewed and approved by authorized personnel in   accordance with the transaction agreements and related pool asset documents.                                                                                                                                                                                                                                                                                                                                                        | ** ** | **X**                                         | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(4)(vii)             |       | Loss mitigation or   recovery actions (e.g., forbearance plans, modifications and deeds in lieu of   foreclosure, foreclosures and repossessions, as applicable) are initiated,   conducted and concluded in accordance with the timeframes or other   requirements established by the transaction agreements.                                                                                                                                                                                                                                                                                                            | ** ** | **X**                                         | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(4)(viii)            |       | Records documenting   collection efforts are maintained during the period a pool asset is   delinquent in accordance with the transaction agreements. Such records are   maintained on at least a monthly basis, or such other period specified in the   transaction agreements, and describe the entity’s activities in monitoring   delinquent pool assets including, for example, phone calls, letters and   payment rescheduling plans in cases where delinquency is deemed temporary   (e.g., illness or unemployment).                                                                                         | ** ** | **X**                                         | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(4)(ix)              |       | Adjustments to interest   rates or rates of return for pool assets with variable rates are computed   based on the related pool asset documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | ** ** | **X**                                         | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(4)(x)               |       | Regarding any funds   held in trust for an obligor (such as escrow accounts): (A) such funds   are analyzed, in accordance with the obligor’s pool asset documents, on at   least an annual basis, or such other period specified in the transaction   agreements; (B) interest on such funds is paid, or credited, to obligors   in accordance with applicable pool asset documents and state laws; and   (C) such funds are returned to the obligor within 30 calendar days of   full repayment of the related pool assets, or such other number of days   specified in the transaction agreements. | ** ** | ** **                                    | ** ** | ** ** | ** ** | **X** |
| 1122(d)(4)(xi)              |       | Payments made on behalf   of an obligor (such as tax or insurance payments) are made on or before the   related penalty or expiration dates, as indicated on the appropriate bills or   notices for such payments, provided that such support has been received by   the Servicer at least 30 calendar days prior to these dates, or such other   number of days specified in the transaction agreements.                                                                                                                                                                                                                 | ** ** | ** **                                    | ** ** | ** ** | ** ** | **X** |
| 1122(d)(4)(xii)             |       | Any late payment   penalties in connection with any payment to be made on behalf of an obligor   are paid from the Servicer’s funds and not charged to the obligor, unless the   late payment was due to the obligor’s error or omission.                                                                                                                                                                                                                                                                                                                                                                       | ** ** | ** **                                    | ** ** | ** ** | ** ** | **X** |
| 1122(d)(4)(xiii)            |       | Disbursements made on   behalf of an obligor are posted within two business days to the obligor’s   records maintained by the Servicer, or such other number of days specified in   the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                      | ** ** | ** **                                    | ** ** | ** ** | ** ** | **X** |
| 1122(d)(4)(xiv)             |       | Delinquencies,   charge-offs and uncollectible accounts are recognized and recorded in   accordance with the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | ** ** | **X**                                         | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(4)(xv)              |       | Any external   enhancement or other support, identified in Item 1114(a)(1) through   (3) or Item 1115 of Regulation AB, is maintained as set forth in the   transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                             | ** ** | **X**                                         | ** ** | ** ** | ** ** | ** ** |

 

----

 

APPENDIX B

 

GE Capital Credit Card Master Note Trust, Series 2005-1 Notes

GE Capital Credit Card Master Note Trust, Series 2005-3 Notes

GE Capital Credit Card Master Note Trust, Series 2007-1 Notes

GE Capital Credit Card Master Note Trust, Series 2007-2 Notes

GE Capital Credit Card Master Note Trust, Series 2007-3 Notes

GE Capital Credit Card Master Note Trust, Series 2007-4 Notes

GE Capital Credit Card Master Note Trust, Series 2007-VFN4 Notes

GE Capital Credit Card Master Note Trust, Series 2007-VFN7 Notes

GE Capital Credit Card Master Note Trust, Series 2008-VFN1 Notes

GE Capital Credit Card Master Note Trust, Series 2008-VFN2 Notes

GE Capital Credit Card Master Note Trust, Series 2008-VFN3 Notes

GE Capital Credit Card Master Note Trust, Series 2008-VFN4 Notes

GE Capital Credit Card Master Note Trust, Series 2009-1 Notes

GE Capital Credit Card Master Note Trust, Series 2009-2 Notes

GE Capital Credit Card Master Note Trust, Series 2009-3 Notes

GE Capital Credit Card Master Note Trust, Series 2009-4 Notes

GE Capital Credit Card Master Note Trust, Series 2009-VFN1 Notes

GE Capital Credit Card Master Note Trust, Series 2009-VFN2 Notes

GE Capital Credit Card Master Note Trust, Series 2009-VFN3 Notes

GE Capital Credit Card Master Note Trust, Series 2009-VFN4 Notes

GE Capital Credit Card Master Note Trust, Series 2009-VFN5 Notes

GE Capital Credit Card Master Note Trust, Series 2009-VFN6 Notes

GE Capital Credit Card Master Note Trust, Series 2010-1 Notes

GE Capital Credit Card Master Note Trust, Series 2010-2 Notes

GE Capital Credit Card Master Note Trust, Series 2010-3 Notes

GE Capital Credit Card Master Note Trust, Series 2010-VFN1 Notes

GE Capital Credit Card Master Note Trust, Series 2010-VFN2 Notes 

 

----