**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

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**FORM 10-K**

 

| **(Mark One)**                                                                                                                                                       | ** **                                                                                               |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------|
| **x**                                                                                                                                                                | **ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934**     |
| **For the fiscal year ended  December 31, 2007.**                                                                                                               |
| **or**                                                                                                                                                               |
| **o**                                                                                                                                                                | **TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934** |
| **For the transition period from****                    ****to** |

**333-130030**

(Commission File Number)

 

**GE CAPITAL CREDIT CARD MASTER NOTE TRUST**

(Exact Name ofIssuing Entity as Specified in its Charter)

**RFS HOLDING, L.L.C.**

(Exact NameDepositor as Specified in its Charter)

**GE MONEY BANK**

(Exact Name ofSponsor as Specified in its Charter)

**Delaware**(State of Organization of the Issuing Entity)

**20-0268039** (I.R.S. Employer Identification No.)

**c/o General Electric CapitalCorporation**

**777 Long Ridge Road, Bldg. B, 3rdFloor**

**(230) 585-6669**

(Address and Telephone Number of Principal Executive Offices of IssuingEntity)

 
| Securities registered pursuant to  Section 12(b) of the Securities Exchange Act of 1934: **None** | ** ** |
|-------------------------------------------------------------------------------------------------------------|------------|
|                                                                                                        |       |
| Securities registered pursuant to  Section 12(g) of the Securities Exchange Act of 1934: **None** |       |

 

Indicate by checkmark if the registrant is a well-known seasoned issuer (as defined in Rule 405of the Securities Act).    o  Yes    x  No

Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13or Section 15(d) of the Securities Exchange Act.    o  Yes    x  No

Indicate by checkmark whether the registrant (1) has filed all reports required to be filedby Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.    x  Yes    o  No

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K(§ 229.405 of this chapter) is not contained herein, and will not be contained,to the best of registrant’s knowledge, in definitive proxy or informationstatements incorporated by reference in Part III of this Form 10-K orany amendment to this Form 10-K.    x

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer,or a non-accelerated filer.  Seedefinition of “accelerated filer and large accelerated filer” in Rule 12b-2of the Securities Exchange Act.  (Checkone):
|   | Large Accelerated  Filer:    o | Accelerated Filer:    o | Non-Accelerated  Filer:    x | Smaller reporting  company:    o |   |
|--------|----------------------------------------------------|---------------------------------------------|--------------------------------------------------|------------------------------------------------------|--------|

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2of the Act).     o  Yes    x  No

State theaggregate market value of the voting and non-voting common equity held bynon-affiliates computed by reference to the price at which the common equity waslast sold, or the average bid and asked price of such common equity, as of thelast business day of the registrant’s most recently completed second fiscalquarter.

Registrant doesnot have any voting or non-voting common equity held by non-affiliates as ofthe date of this report, has not been involved in bankruptcy proceedings duringthe past five years and is not a corporate registrant.

Documents Incorporated by Reference.    **None.**

 

 

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** **

**INTRODUCTORY NOTE**

 

ThisAnnual Report on Form 10-K (the “Report”) is filed with respect to GECapital Credit Card Master Note Trust (the “Trust”), a statutory trust formedunder the laws of the State of Delaware. The Trust has issued the following outstanding series of asset-backednotes registered pursuant to the Securities Act of 1933 prior to effectivenessof Regulation AB:

 

·                  $952,500,000 in aggregate principal amount ofasset-backed notes, Classes A, B and C, Series 2005-1 (the “Series 2005-1Notes”),

 

·                  $952,500,000 in aggregate principal amount ofasset-backed notes, Classes A, B and C, Series 2005-2 (the “Series 2005-2Notes”); and

 

·                  $714,375,000 in aggregate principalamount of asset-backed notes, Classes A, B and C, Series 2005-3 (the “Series 2005-3Notes” and, together with the Series 2005-1 Notes and the Series 2005-2Notes, the “Pre-Regulation AB Notes”).

 

Inno-action letters issued to a variety of issuers of asset-backed securities,whose principal assets are receivables generated under consumer credit cardaccounts, the Division of Corporation Finance has stated that it would notraise any objection if modified reports on Form 10-K were filed omittingcertain information required by Form 10-K. In reliance particularly on theletter relating to Private Label Credit Card Master Trust, HRSIFunding Inc. (May 20, 1992), the Company has omitted or modifiedresponses to certain Items in this Report with respect to the Pre-Regulation ABNotes.

 

TheTrust has issued the following outstanding series of asset-backed notesregistered pursuant to the Securities Act of 1933 following the effectivenessof Regulation AB:

 

·                  $970,000,000 in aggregate principalamount of asset-backed notes, Classes A, B and C, Series 2006-1 (the “Series 2006-1Notes”);

 

·                  $1,202,800,000 in aggregate principalamount of asset-backed notes, Classes A, B and C, Series 2007-1 (the “Series 2007-1Notes”);

 

·                  $1,039,840,000 in aggregate principalamount of asset-backed notes, Classes A, B and C, Series 2007-2 (the “Series 2007-2Notes”);

 

·                  $1,455,000,000 in aggregate principalamount of asset-backed notes, Classes A, B and C, Series 2007-3 (the “Series 2007-3Notes”); and

 

·                  $485,000,000 in aggregate principalamount of asset-backed notes, Classes A, B and C, Series 2007-4 (the “Series 2007-4Notes” and, together with the Series 2006-1 Notes, the Series 2007-1Notes, the Series 2007-2 Notes and the Series 2007-3 Notes, the “RegulationAB Notes”).

 

**PART I**

 

**THE FOLLOWING ITEMS HAVE BEEN OMITTED INACCORDANCE WITH GENERAL INSTRUCTION J TO FORM 10-K:**

 

**(A)****                              ****Item 1:       Business**

 

**(B)****                              ****Item 1A:    Risk Factors**

 

**(C)****                              ****Item 2:       Properties**

 

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**(D)****                              ****Item 4:       Submission of Matters to a Vote of Security Holders**

 

**Item 1B. Unresolved Staff Comments.**

 

Not applicable.

 

**Item 3. Legal Proceedings.**

 

There were no material legal proceedings involving theTrust, RFS Holding, L.L.C. or to the extent relating to the Trust or the assetsof the Trust, the Indenture Trustee, GE Money Bank, any servicer for the Trustor the Owner Trustee, which were pending at December 31, 2007 or as of thedate of this report, other than ordinary routine litigation involving theassets of the Trust or the duties of the Indenture Trustee the Owner Trustee,the Servicer or the Transferor.

 

**PART II**

 

**THE FOLLOWING ITEMS HAVE BEEN OMITTED INACCORDANCE WITH GENERAL INSTRUCTION J TO FORM 10-K:**

 

**(A)****                              ****Item 6:       Selected Financial Data**

 

**(B)****                              ****Item 7:       Management’s Discussion and Analysis of Financial Conditionand Results of Operation**

 

**(C)****                              ****Item 7A:    Quantitative and Qualitative Disclosures about Market Risk**

 

**(D)****                              ****Item 8:       Financial Statements and Supplementary Data**

 

**(E)****                                ****Item 9:       Changes in and Disagreements with Accountants on Accounting andFinancial Disclosure**

 

**(F)****                                ****Item 9A:    Controls and Procedures**

 

**Item 5. Market for Registrant’s Common Equity andRelated Stockholder Matters**

 

(a)                                  To the best knowledge of the Registrant,there is no established public trading market for the Notes.

 

Each publicly-offered class of the Trust’s Notes is represented by oneor more notes registered in the name of Cede & Co., the nominee of TheDepository Trust Company

 

(b)                                 Not applicable.

 

(c)                                  Not applicable.

 

**Item 9B. Other Information.**

 

None.

 

**PART III**

 

**THE FOLLOWING ITEMS HAVE BEEN OMITTED INACCORDANCE WITH GENERAL INSTRUCTION J TO FORM 10-K:**

 

**(A)****                              ****Item 10:    Directors and Executive Officers of the Registrant**

 

**(B)****                              ****Item 11:    Executive Compensation**

 

**(C)****                              ****Item 13:    Certain Relationships and Related Transactions**

 

**(D)****                              ****Item 14:    Principal Accountant Fees and Services**

 

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** **

**Item 12: Security Ownership of Certain BeneficialOwners and Management**

 

RFS Holding, L.L.C. owns 100% of the beneficialinterest in the Trust pursuant to the Trust Agreement.

 

Each publicly offered class of the Trust’s Notes isrepresented by one or more notes registered in the name of Cede & Co.,the nominee of The Depository Trust Company.

 

**PART IV**

 

**Item 15. Exhibits And Financial StatementSchedules.**

 

The exhibits listed below are either included or incorporatedby reference as indicated:

 
| Exhibit 3.1 | Certificate of  Formation of the Depositor dated December 19, 2002 (incorporated by reference  to Exhibit 3.1 of Form 10-K filed on March 30, 2007)                                                                                                                                                                                                                                                                                                                                                                                                 |
|------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Exhibit 3.2 | First Amended  and Restated Limited Liability Company Agreement of RFS Holding, L.L.C. dated  June 26, 2003 (incorporated by reference to Exhibit 3.1 of Form S-3  Registration Statement filed on July 31, 2003 (No. 333-107495,  333-107495-01 and 333-107495-02))                                                                                                                                                                                                                                                       |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Exhibit 4.1 | Master  Indenture, dated as of September 25,2003, between GE Capital Credit Card  Master Note Trust, as Issuer and Deutsche Bank Trust Company Americas, as  Indenture Trustee (incorporated by reference to Exhibit 4.1 of Amendment  No. 1 to Form S-3 Registration Statement filed May 20, 2004 (No. 333-107495,  333-107495-01 and 333-107495-02))                                                                                                                                                                |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Exhibit 4.2 | Omnibus  Amendment No. 1 to Securitization Documents, dated as of February 9,  2004, among RFS Holding, L.L.C., RFS Funding Trust, GE Money Bank, GE Capital  Credit Card Master Note Trust, Deutsche Bank Trust Company Delaware, as  Trustee of RFS Funding Trust, and Deutsche Bank Trust Company Americas, as  Indenture Trustee (incorporated by reference to Exhibit 4.16 of  Amendment No. 1 to Form S-3 Registration Statement filed on May 20,  2004 (No. 333-107495, 333-107495-01 and 333-107495-02)) |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Exhibit 4.3 | Second Amendment  to Master Indenture, dated as of June 17, 2004, between GE Capital  Credit Card Master Note Trust and Deutsche Bank Trust Company Americas  (incorporated by reference to Exhibit 4.4 of the current report on Form 8-K  filed by GE Capital Credit Card Master Note Trust and RFS Holding,  L.L.C. on June 17, 2004)                                                                                                                                                                                    |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Exhibit 4.4 | Third Amendment  to Master Indenture, dated as of August 31, 2006, between GE Capital  Credit Card Master Note Trust and Deutsche Bank Trust Company Americas  (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K  filed by GE Capital Credit Card Master Note Trust on September 5,  2006)                                                                                                                                                                                                       |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Exhibit 4.5 | Series 2005-1  Indenture Supplement, dated March 30, 2005 (incorporated by reference to  Exhibit 4.1 of the current report on Form 8-K filed by RFS Holding,  L.L.C. and GE Capital Credit Card Master Note Trust on April 5, 2005)                                                                                                                                                                                                                                                                                        |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Exhibit 4.6 | Series 2005-2  Indenture Supplement, dated June 30, 2005 (incorporated by reference to Exhibit 4.1  of the current report on Form 8-K filed by RFS Holding, L.L.C. and GE  Capital Credit Card Master Note Trust on July 6, 2005)                                                                                                                                                                                                                                                                                          |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Exhibit 4.7 | Series 2005-3  Indenture Supplement, dated June 30, 2005 (incorporated by reference to Exhibit 4.1  of the current report on Form 8-K filed by RFS Holding, L.L.C. and GE  Capital Credit Card Master Note Trust on July 6, 2005)                                                                                                                                                                                                                                                                                          |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Exhibit 4.8 | Series 2006-1  Indenture Supplement, dated September 27, 2006 (incorporated by  reference to Exhibit 4.1 of the current report on Form 8-K filed by  RFS                                                                                                                                                                                                                                                                                                                                                                        |

 

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|              | Holding, L.L.C.  and GE Capital Credit Card Master Note Trust on October 2, 2006)                                                                                                                                                                                                                                                                                                                                                               |
|-------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.9  | Series 2007-1  Indenture Supplement, dated March 29, 2007 (incorporated by reference to  Exhibit 4.1 of the current report on Form 8-K filed by RFS Holding,  L.L.C. and GE Capital Credit Card Master Note Trust on April 4, 2007)                                                                                                                                                                                         |
|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.10 | Series 2007-2  Indenture Supplement, dated March 29, 2007 (incorporated by reference to  Exhibit 4.1 of the current report on Form 8-K filed by RFS Holding,  L.L.C. and GE Capital Credit Card Master Note Trust on April 4, 2007)                                                                                                                                                                                         |
|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.11 | Series 2007-3  Indenture Supplement, dated June 28, 2007 (incorporated by reference to Exhibit 4.1  of the current report on Form 8-K filed by RFS Holding, L.L.C. and GE  Capital Credit Card Master Note Trust on July 3, 2007)                                                                                                                                                                                           |
|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.12 | Series 2007-4  Indenture Supplement, dated June 28, 2007 (incorporated by reference to Exhibit 4.1  of the current report on Form 8-K filed by RFS Holding, L.L.C. and GE  Capital Credit Card Master Note Trust on April 4, 2007)                                                                                                                                                                                          |
|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.13 | Trust Agreement,  dated as of September 25, 2003, between RFS Holding, L.L.C. and The Bank  of New York (Delaware) (incorporated by reference to Exhibit 4.3 of  Amendment No. 1 to Form S-3 Registration Statement filed on May 20,  2004 (No. 333-107495, 333-107495-01 and 333-107495-02))                                                                                                                          |
|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.14 | Custody and  Control Agreement, dated as of September 25, 2003 by and among Deutsche  Bank Trust Company of Americas, in its capacity as Custodian and in its  capacity as Indenture Trustee, and GE Capital Credit Card Master Note Trust  (incorporated by reference to Exhibit 4.8 of Amendment No. 1 to Form S-3  Registration Statement filed on May 20, 2004 (No. 333-107495, 333-107495-01  and 333-107495-02)) |
|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.15 | Receivables Sale  Agreement, dated as of June 27, 2003, between GE Money Bank and RFS  Holding, L.L.C. (incorporated by reference to Exhibit 4.9 of Amendment No. 1  to Form S-3 Registration Statement filed on May 20, 2004 (No. 333-107495,  333-107495-01 and 333-107495-02))                                                                                                                                      |
|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.16 | RSA Assumption  Agreement and Second Amendment to Receivables Sale Agreement, dated as February 7,  2005, between GE Money Bank and RFS Holding, L.L.C. (incorporated by  reference to Exhibit 4.2 of the current report on Form 8-K filed by  GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on  February 7, 2005)                                                                             |
|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.17 | Third Amendment  to Receivables Sale Agreement, dated as of December 21, 2006, between GE  Money Bank and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.1  of the current report on Form 8-K filed by GE Capital Credit Card Master  Note Trust and RFS Holding, L.L.C. on December 21, 2006)                                                                                                                      |
|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.18 | Transfer  Agreement, dated as of September 25, 2003, between RFS Holding, L.L.C.  and GE Capital Credit Card Master Note Trust (incorporated by reference to Exhibit 4.12  of Amendment No. 1 to Form S-3 Registration Statement filed on May 20,  2004 (No. 333-107495, 333-107495-01 and 333-107495-02))                                                                                                             |
|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.19 | Second Amendment  to Transfer Agreement, dated as of June 17, 2004, between  RFS Holding, L.L.C. and GE Capital Credit Card Master Note Trust  (incorporated by reference to Exhibit 4.3 of the current report on Form 8-K  filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on June 17,  2004)                                                                                               |
|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.20 | Third Amendment  to Transfer Agreement, dated as of November 21, 2004, between  RFS Holding, L.L.C. and GE Capital Credit Card Master Note Trust  (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K  filed                                                                                                                                                                                        |

 

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|              | by GE Capital  Credit Card Master Note Trust and RFS Holding, L.L.C. on November 21,  2004)                                                                                                                                                                                                                                                                                                                                                                               |
|-------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Exhibit 4.21 | Fourth Amendment  to Transfer Agreement, dated as of August 31, 2006, between RFS Holding,  L.L.C. and GE Capital Credit Card Master Note Trust (incorporated by  reference to Exhibit 4.2 of the current report on Form 8-K filed by  GE Capital Credit Card Master Note Trust on September 5, 2006)                                                                                                                                            |
|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Exhibit 4.22 | Fifth Amendment  to Transfer Agreement, dated as of December 21, 2006, between RFS  Holding, L.L.C. and GE Capital Credit Card Master Note Trust (incorporated by  reference to Exhibit 4.2 of the current report on Form 8-K filed by  GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on December 21,  2006)                                                                                                                            |
|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Exhibit 4.23 | Servicing  Agreement, dated as of June 27, 2003, by and among RFS Funding  Trust, GE Capital Credit Card Master Note Trust and GE Money Bank  (incorporated by reference to Exhibit 4.13 of Amendment No. 1 to Form S-3  Registration Statement filed on May 20, 2004 (No. 333-107495,  333-107495-01 and 333-107495-02))                                                                                                              |
|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Exhibit 4.24 | Servicing  Assumption Agreement, dated as of February 7, 2005, by GE Money  Bank (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K  filed by GE Capital Credit Card Master Note Trust and RFS Holding,  L.L.C. on February 7, 2005)                                                                                                                                                                               |
|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Exhibit 4.25 | First Amendment  to Servicing Agreement, dated as of May 22, 2006, between  GE Capital Credit Master Note Trust and GE Money Bank (incorporated  by reference to Exhibit 4.1 of the current report of Form 8-K filed  by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on May 25,  2006)                                                                                                                                 |
|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Exhibit 4.26 | Second Amendment  to Servicing Agreement, dated as of June 28, 2007, between  GE Capital Credit Master Note Trust and GE Money Bank (incorporated  by reference to Exhibit 4.1 of the current report of Form 8-K filed  by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on June 28,  2007)                                                                                                                              |
|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Exhibit 4.27 | Administration Agreement,  dated as of September 25, 2003, among GE Capital Credit Card Master  Note Trust, General Electric Capital Corporation, as administrator, and The  Bank of New York (Delaware), not in its individual capacity but solely as  Trustee (incorporated by reference to Exhibit 4.14 of Amendment No. 1  to Form S-3 Registration Statement filed on May 20, 2004 (No. 333-107495,  333-107495-01 and 333-107495-02)) |
|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Exhibit 4.28 | Servicer  Performance Guaranty, dated as of June 27, 2003, by General Electric  Capital Corporation (incorporated by reference to Exhibit 4.15 of  Amendment No. 1 to Form S-3 Registration Statement filed on May 20,  2004 (No. 333-107495, 333-107495-01 and 333-107495-02))                                                                                                                                                                  |
|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Exhibit 4.29 | Amended and  Restated Service Agreement, dated as of May 25, 2006, between  GE Money Bank and General Electric Capital Corporation (incorporated by  reference to Exhibit 4.16 of Amendment No. 2 to Form S-3 filed  on June 14, 2006 (No. 333-130030))                                                                                                                                                                                     |
|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Exhibit 4.30 | Form of  Subservicing Agreement between General Electric Capital Corporation and  Affiliated Subservicers (incorporated by reference to Exhibit 4.17 of  Amendment No. 2 to Form S-3 filed on June 14, 2006 (No. 333-130030))                                                                                                                                                                                                                    |
|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Exhibit 31.1 | Certification of  Officer of Depositor delivered with respect to the Pre-Regulation AB Notes                                                                                                                                                                                                                                                                                                                                                                                   |
|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Exhibit 31.2 | Certification of  Officer of Depositor delivered with respect to the Regulation AB Notes                                                                                                                                                                                                                                                                                                                                                                                       |

 

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| Exhibit 33.1 | Report on  Assessment of Compliance with Servicing Criteria for Asset-Backed Securities  of GE Money Bank                                                  |
|-------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |                                                                                                                                                       |
| Exhibit 33.2 | Report on  Assessment of Compliance with Servicing Criteria for Asset-Backed Securities  of GE Consumer Finance, Inc.                                 |
|              |                                                                                                                                                       |
| Exhibit 33.3 | Report on  Assessment of Compliance with Servicing Criteria for Asset-Backed Securities  of General Electric Capital Corporation                           |
|              |                                                                                                                                                       |
| Exhibit 33.4 | Report on  Assessment of Compliance with Servicing Criteria for Asset-Backed Securities  of Deutsche Bank Trust Company Americas                           |
|              |                                                                                                                                                       |
| Exhibit 34.1 | Attestation  Report on Assessment of Compliance with Servicing for Asset-Backed Securities  of KPMG LLP, on behalf of GE Money Bank                        |
|              |                                                                                                                                                       |
| Exhibit 34.2 | Attestation  Report on Assessment of Compliance with Servicing for Asset-Backed Securities  of KPMG LLP, on behalf of GE Consumer Finance, Inc.       |
|              |                                                                                                                                                       |
| Exhibit 34.3 | Attestation  Report on Assessment of Compliance with Servicing for Asset-Backed Securities  of KPMG LLP, on behalf of General Electric Capital Corporation |
|              |                                                                                                                                                       |
| Exhibit 34.4 | Attestation  Report on Assessment of Compliance with Servicing for Asset-Backed Securities  of KPMG LLP, on behalf of Deutsche Bank Trust Company Americas |
|              |                                                                                                                                                       |
| Exhibit 35.1 | Servicing  Compliance Statement of GE Money Bank                                                                                                           |
|              |                                                                                                                                                       |
| Exhibit 35.2 | Servicing  Compliance Statement of GE Consumer Finance, Inc.                                                                                          |
|              |                                                                                                                                                       |
| Exhibit 35.3 | Servicing  Compliance Statement of General Electric Capital Corporation                                                                                    |

 

**SUBSTITUTE INFORMATION PROVIDE IN ACCORDANCE WITHGENERAL INSTRUCTION J TO FORM 10-K:**

 

**Item 1112(b) of Regulation AB. SignificantObligors of Pool Assets (Financial Information).**

 

Not applicable.

 

**Item 1114(b)(2) of Regulation AB. CreditEnhancement and Other Support, Except for Certain Derivatives Instruments(Information Regarding Significant Enhancement Providers).**

 

Not applicable.

 

**Item 1115(b) of Regulation AB. CertainDerivatives Instruments (Financial Information).**

 

Not applicable because the significance percentage forall derivative instruments relating to the Regulation AB Notes is less than 10%.

 

**Item 1117 of Regulation AB. Legal Proceedings.**

 

There are no legal proceedings pending or proceedingsknown to be contemplated by governmental authorities against any of DeutscheBank Trust Company Americas (the Indenture Trustee), BNYM (Delaware) (formerlyknown as The Bank of New York (Delaware)) (the Owner Trustee), GE Money Bank(the Servicer and Sponsor), RFS Holding, L.L.C. (the Depositor) , anysub-servicer for the Issuing Entity or GE Capital Credit Card Master Note Trust(the Issuing Entity), or of which any property of foregoing is subject, thatare material to holders of the Regulation AB Notes.

 

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**Item 1119 of Regulation AB. Affiliations andCertain Relationships and Related Transactions.**

 

The information required by Item 1119 of Regulation ABhas been previously reported and is omitted from this report on Form 10-Kin reliance on the Instruction to Item 1119.

 

**Item 1122 of Regulation AB Compliance withApplicable Servicing Criteria.**

 

Each of GE Money Bank,General Electric Capital Corporation, GE Consumer Finance, Inc. andDeutsche Bank Trust Company Americas (collectively, the “PPSF’s”) have eachbeen identified by the registrant as parties participating in the servicingfunction with respect to more than 5% of the pool assets held by the IssuingEntity.  Each of the PPSF’s has completeda report on an assessment of compliance with the servicing criteria applicableto it (each, a “Servicing Report”), which Servicing Reports are attached asexhibits to this Form 10-K.  Inaddition, each of the PPSF’s has provided an attestation report (each, an “AttestationReport”) by one or more registered public accounting firms, which AttestationReports are also attached as exhibits to this Form 10-K.

 

Neither the ServicingReports nor the Attestation Reports has identified any material instance ofnoncompliance with the servicing criteria applicable to the related PPSF.

 

**Item 1123 of Regulation AB. Servicer ComplianceStatement.**

 

Each of GE Money Bank, GEConsumer Finance, Inc. and General Electric Capital Corporation hascompleted a Statement of Compliance with applicable servicing criteria (a “ComplianceStatement”) signed by an authorized officer of such servicer.  Each Compliance Statement is attached as anexhibit to this 10-K.

 

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** **

**SIGNATURES**

 

Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the Issuing Entity has duly caused this report to be signed on its behalfby the undersigned, thereunto duly authorized.

 

Date:  March 31, 2008

 
|   | RFS HOLDING, L.L.C., as  Depositor |
|--------|------------------------------------|
|   |                               |
|   | By:                                | /s/ Ravi Ramanujam |
|   | Name:                              | Ravi Ramanujam |
|   | Title:                             | Vice President, and as  the senior officer in charge of securitization |
|        |                                    |  |  |

 

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**EXHIBIT INDEX**

 
| Exhibit 3.1 |   | Certificate of Formation of the Depositor dated  December 19, 2002 (incorporated by reference to Exhibit 31.1 of Form 10-K  filed on March 30, 2007)                                                                                                                                                                                                                                                                                                                                                                                                |
|------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Exhibit 3.2 |   | First Amended and Restated Limited Liability Company  Agreement of RFS Holding, L.L.C. dated June 26, 2003 (incorporated by  reference to Exhibit 3.1 of Form S-3 Registration Statement filed  on July 31, 2003 (No. 333-107495, 333-107495-01 and 333-107495-02))                                                                                                                                                                                                                                                        |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Exhibit 4.1 |   | Master Indenture, dated as of September 25,2003,  between GE Capital Credit Card Master Note Trust, as Issuer and Deutsche Bank  Trust Company Americas, as Indenture Trustee (incorporated by reference to  Exhibit 4.1 of Amendment No. 1 to Form S-3 Registration  Statement filed May 20, 2004 (No. 333-107495, 333-107495-01 and  333-107495-02))                                                                                                                                                                |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Exhibit 4.2 |   | Omnibus Amendment No. 1 to Securitization  Documents, dated as of February 9, 2004, among RFS Holding, L.L.C., RFS  Funding Trust, GE Money Bank, GE Capital Credit Card Master Note Trust,  Deutsche Bank Trust Company Delaware, as Trustee of RFS Funding Trust, and  Deutsche Bank Trust Company Americas, as Indenture Trustee (incorporated by  reference to Exhibit 4.16 of Amendment No. 1 to Form S-3  Registration Statement filed on May 20, 2004 (No. 333-107495,  333-107495-01 and 333-107495-02)) |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Exhibit 4.3 |   | Second Amendment to Master Indenture, dated as of  June 17, 2004, between GE Capital Credit Card Master Note Trust and  Deutsche Bank Trust Company Americas (incorporated by reference to  Exhibit 4.4 of the current report on Form 8-K filed by  GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on  June 17, 2004)                                                                                                                                                                                    |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Exhibit 4.4 |   | Third Amendment to Master Indenture, dated as of  August 31, 2006, between GE Capital Credit Card Master Note Trust and  Deutsche Bank Trust Company Americas (incorporated by reference to  Exhibit 4.1 of the current report on Form 8-K filed by  GE Capital Credit Card Master Note Trust on September 5, 2006)                                                                                                                                                                                                        |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Exhibit 4.5 |   | Series 2005-1 Indenture Supplement, dated  March 30, 2005 (incorporated by reference to Exhibit 4.1 of the  current report on Form 8-K filed by RFS Holding, L.L.C. and GE Capital  Credit Card Master Note Trust on April 5, 2005)                                                                                                                                                                                                                                                                                        |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Exhibit 4.6 |   | Series 2005-2 Indenture Supplement, dated  June 30, 2005 (incorporated by reference to Exhibit 4.1 of the  current report on Form 8-K filed by RFS Holding, L.L.C. and GE Capital  Credit Card Master Note Trust on July 6, 2005)                                                                                                                                                                                                                                                                                          |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Exhibit 4.7 |   | Series 2005-3 Indenture Supplement, dated  June 30, 2005 (incorporated by reference to Exhibit 4.1 of the  current report on Form 8-K filed by RFS Holding, L.L.C. and GE Capital  Credit Card Master Note Trust on July 6, 2005)                                                                                                                                                                                                                                                                                          |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Exhibit 4.8 |   | Series 2006-1 Indenture Supplement, dated  September 27, 2006 (incorporated by reference to Exhibit 4.1 of the  current report on Form 8-K filed by RFS Holding, L.L.C. and GE Capital  Credit Card Master Note Trust on October 2, 2006)                                                                                                                                                                                                                                                                                  |

 

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| Exhibit 4.9  |   | Series 2007-1 Indenture Supplement, dated  March 29, 2007 (incorporated by reference to Exhibit 4.1 of the  current report on Form 8-K filed by RFS Holding, L.L.C. and GE Capital  Credit Card Master Note Trust on April 4, 2007)                                                                                                                                                                                         |
|-------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.10 |   | Series 2007-2 Indenture Supplement, dated  March 29, 2007 (incorporated by reference to Exhibit 4.1 of the  current report on Form 8-K filed by RFS Holding, L.L.C. and GE Capital  Credit Card Master Note Trust on April 4, 2007)                                                                                                                                                                                         |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.11 |   | Series 2007-3 Indenture Supplement, dated  June 28, 2007 (incorporated by reference to Exhibit 4.1 of the  current report on Form 8-K filed by RFS Holding, L.L.C. and GE Capital  Credit Card Master Note Trust on July 3, 2007)                                                                                                                                                                                           |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.12 |   | Series 2007-4 Indenture Supplement, dated  June 28, 2007 (incorporated by reference to Exhibit 4.1 of the  current report on Form 8-K filed by RFS Holding, L.L.C. and GE Capital  Credit Card Master Note Trust on April 4, 2007)                                                                                                                                                                                          |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.13 |   | Trust Agreement, dated as of September 25,  2003, between RFS Holding, L.L.C. and The Bank of New York (Delaware)  (incorporated by reference to Exhibit 4.3 of Amendment No. 1 to  Form S-3 Registration Statement filed on May 20, 2004  (No. 333-107495, 333-107495-01 and 333-107495-02))                                                                                                                          |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.14 |   | Custody and Control Agreement, dated as of  September 25, 2003 by and among Deutsche Bank Trust Company of Americas,  in its capacity as Custodian and in its capacity as Indenture Trustee, and GE  Capital Credit Card Master Note Trust (incorporated by reference to  Exhibit 4.8 of Amendment No. 1 to Form S-3 Registration  Statement filed on May 20, 2004 (No. 333-107495, 333-107495-01 and  333-107495-02)) |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.15 |   | Receivables Sale Agreement, dated as of  June 27, 2003, between GE Money Bank and RFS Holding, L.L.C.  (incorporated by reference to Exhibit 4.9 of Amendment No. 1 to  Form S-3 Registration Statement filed on May 20, 2004  (No. 333-107495, 333-107495-01 and 333-107495-02))                                                                                                                                      |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.16 |   | RSA Assumption Agreement and Second Amendment to  Receivables Sale Agreement, dated as February 7, 2005, between GE Money  Bank and RFS Holding, L.L.C. (incorporated by reference to  Exhibit 4.2 of the current report on Form 8-K filed by  GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on  February 7, 2005)                                                                             |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.17 |   | Third Amendment to Receivables Sale Agreement, dated  as of December 21, 2006, between GE Money Bank and RFS Holding, L.L.C.  (incorporated by reference to Exhibit 4.1 of the current report on  Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS  Holding, L.L.C. on December 21, 2006)                                                                                                                      |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.18 |   | Transfer Agreement, dated as of September 25,  2003, between RFS Holding, L.L.C. and GE Capital Credit Card Master Note  Trust (incorporated by reference to Exhibit 4.12 of Amendment No. 1  to Form S-3 Registration Statement filed on May 20, 2004 (No. 333-107495,  333-107495-01 and 333-107495-02))                                                                                                             |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.19 |   | Second Amendment to Transfer Agreement, dated as of  June 17, 2004, between RFS Holding, L.L.C. and GE Capital  Credit Card                                                                                                                                                                                                                                                                                                           |

 

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|              |   | Master Note Trust (incorporated by reference to  Exhibit 4.3 of the current report on Form 8-K filed by GE Capital  Credit Card Master Note Trust and RFS Holding, L.L.C. on June 17, 2004)                                                                                                                                                                                                                                                                     |
|-------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Exhibit 4.20 |   | Third Amendment to Transfer Agreement, dated as of  November 21, 2004, between RFS Holding, L.L.C. and GE Capital  Credit Card Master Note Trust (incorporated by reference to Exhibit 4.1  of the current report on Form 8-K filed by GE Capital Credit Card Master  Note Trust and RFS Holding, L.L.C. on November 21, 2004)                                                                                                                   |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Exhibit 4.21 |   | Fourth Amendment to Transfer Agreement, dated as of  August 31, 2006, between RFS Holding, L.L.C. and GE Capital  Credit Card Master Note Trust (incorporated by reference to Exhibit 4.2  of the current report on Form 8-K filed by GE Capital Credit Card Master  Note Trust on September 5, 2006)                                                                                                                                            |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Exhibit 4.22 |   | Fifth Amendment to Transfer Agreement, dated as of  December 21, 2006, between RFS Holding, L.L.C. and GE Capital Credit  Card Master Note Trust (incorporated by reference to Exhibit 4.2 of the  current report on Form 8-K filed by GE Capital Credit Card Master Note  Trust and RFS Holding, L.L.C. on December 21, 2006)                                                                                                                             |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Exhibit 4.23 |   | Servicing Agreement, dated as of June 27, 2003,  by and among RFS Funding Trust, GE Capital Credit Card Master Note  Trust and GE Money Bank (incorporated by reference to Exhibit 4.13 of  Amendment No. 1 to Form S-3 Registration Statement filed on  May 20, 2004 (No. 333-107495, 333-107495-01 and 333-107495-02))                                                                                                               |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Exhibit 4.24 |   | Servicing Assumption Agreement, dated as of  February 7, 2005, by GE Money Bank (incorporated by reference to  Exhibit 4.1 of the current report on Form 8-K filed by  GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on  February 7, 2005)                                                                                                                                                                               |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Exhibit 4.25 |   | First Amendment to Servicing Agreement, dated as of  May 22, 2006, between GE Capital Credit Master Note Trust and  GE Money Bank (incorporated by reference to Exhibit 4.1 of the  current report of Form 8-K filed by GE Capital Credit Card Master  Note Trust and RFS Holding, L.L.C. on May 25, 2006)                                                                                                                                  |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Exhibit 4.26 |   | Second Amendment to Servicing Agreement, dated as of  June 28, 2007, between GE Capital Credit Master Note Trust and  GE Money Bank (incorporated by reference to Exhibit 4.1 of the  current report of Form 8-K filed by GE Capital Credit Card Master  Note Trust and RFS Holding, L.L.C. on June 28, 2007)                                                                                                                               |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Exhibit 4.27 |   | Administration Agreement, dated as of  September 25, 2003, among GE Capital Credit Card Master Note Trust,  General Electric Capital Corporation, as administrator, and The Bank of New  York (Delaware), not in its individual capacity but solely as Trustee  (incorporated by reference to Exhibit 4.14 of Amendment No. 1 to  Form S-3 Registration Statement filed on May 20, 2004  (No. 333-107495, 333-107495-01 and 333-107495-02)) |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Exhibit 4.28 |   | Servicer Performance Guaranty, dated as of  June 27, 2003, by General Electric Capital Corporation (incorporated by  reference to Exhibit 4.15 of Amendment No. 1 to Form S-3  Registration Statement filed on May 20, 2004 (No. 333-107495,  333-107495-01 and 333-107495-02))                                                                                                                                                                  |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Exhibit 4.29 |   | Amended and Restated Service Agreement, dated as of  May 25, 2006,                                                                                                                                                                                                                                                                                                                                                                                                        |

 

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|              |   | between GE Money Bank and General Electric  Capital Corporation (incorporated by reference to Exhibit 4.16 of  Amendment No. 2 to Form S-3 filed on June 14, 2006  (No. 333-130030))                                          |
|-------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |   |                                                                                                                                                                                                                                                        |
| Exhibit 4.30 |   | Form of Subservicing Agreement between General  Electric Capital Corporation and Affiliated Subservicers (incorporated by  reference to Exhibit 4.17 of Amendment No. 2 to Form S-3 filed  on June 14, 2006 (No. 333-130030)) |
|              |   |                                                                                                                                                                                                                                                        |
| Exhibit 31.1 |   | Certification of Officer of Depositor delivered with  respect to the Pre-Regulation AB Notes                                                                                                                                                                |
|              |   |                                                                                                                                                                                                                                                        |
| Exhibit 31.2 |   | Certification of Officer of Depositor delivered with  respect to the Series 2006-1 Notes                                                                                                                                                               |
|              |   |                                                                                                                                                                                                                                                        |
| Exhibit 33.1 |   | Report on Assessment of Compliance with Servicing  Criteria for Asset-Backed Securities of GE Money Bank                                                                                                                                                    |
|              |   |                                                                                                                                                                                                                                                        |
| Exhibit 33.2 |   | Report on Assessment of Compliance with Servicing  Criteria for Asset-Backed Securities of GE Consumer Finance, Inc.                                                                                                                                   |
|              |   |                                                                                                                                                                                                                                                        |
| Exhibit 33.3 |   | Report on Assessment of Compliance with Servicing  Criteria for Asset-Backed Securities of General Electric Capital Corporation                                                                                                                             |
|              |   |                                                                                                                                                                                                                                                        |
| Exhibit 33.4 |   | Report on Assessment of Compliance with Servicing  Criteria for Asset-Backed Securities of Deutsche Bank Trust Company Americas                                                                                                                             |
|              |   |                                                                                                                                                                                                                                                        |
| Exhibit 34.1 |   | Attestation Report on Assessment of Compliance with  Servicing for Asset-Backed Securities of KPMG LLP, on behalf of GE Money Bank                                                                                                                          |
|              |   |                                                                                                                                                                                                                                                        |
| Exhibit 34.2 |   | Attestation Report on Assessment of Compliance with  Servicing for Asset-Backed Securities of KPMG LLP, on behalf of GE Consumer  Finance, Inc.                                                                                                        |
|              |   |                                                                                                                                                                                                                                                        |
| Exhibit 34.3 |   | Attestation Report on Assessment of Compliance with  Servicing for Asset-Backed Securities of KPMG LLP, on behalf of General  Electric Capital Corporation                                                                                                  |
|              |   |                                                                                                                                                                                                                                                        |
| Exhibit 34.4 |   | Attestation Report on Assessment of Compliance with  Servicing for Asset-Backed Securities of KPMG LLP, on behalf of Deutsche Bank  Trust Company Americas                                                                                                  |
|              |   |                                                                                                                                                                                                                                                        |
| Exhibit 35.1 |   | Servicing Compliance Statement of GE Money Bank                                                                                                                                                                                                             |
|              |   |                                                                                                                                                                                                                                                        |
| Exhibit 35.2 |   | Servicing Compliance Statement of GE Consumer  Finance, Inc.                                                                                                                                                                                           |
|              |   |                                                                                                                                                                                                                                                        |
| Exhibit 35.3 |   | Servicing Compliance Statement of General Electric  Capital Corporation                                                                                                                                                                                     |

 

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