**EXHIBIT33.3**

 

**GENERALELECTRIC CAPITAL CORPORATION**

 

Management’sAssertion of Compliance

 

1.                                     Managementof General Electric Capital Corporation (the “Company”) is responsible forassessing compliance with the servicing criteria applicable to it under paragraph(d) of Item 1122 of Regulation AB, as of and for the 12-month periodending December 31, 2008 (the “Reporting Period”), as set forth inAppendix A hereto.  Appendix B identifies the transactionscovered by this report and includes asset-backed securities transactions forwhich the Company acted as servicer involving credit card receivables, accountsreceivable and asset based lending receivables (the “Platform”);

 

2.                                     Exceptas set forth in paragraph 3 below, the Company used the criteria set forth in paragraph(d) of Item 1122 of Regulation AB to assess the compliance with theapplicable servicing criteria;

 

3.                                     Thecriteria listed in the column titled “Inapplicable Servicing Criteria” onAppendix A hereto are inapplicable to the Company based on the activities itperforms with respect to the Platform;

 

4.                                     TheCompany has complied, in all material respects, with the applicable servicingcriteria as of December 31, 2008 and for the Reporting Period****with respect to the Platform taken as a whole;

 

5.                                     TheCompany has not identified and is not aware of any material instance ofnoncompliance with the applicable servicing criteria as of December 31,2008 and for the Reporting Period with respect to the Platform taken as awhole;

 

6.                                     KPMGLLP, a registered public accounting firm, has issued an attestation report onthe Company’s assessment of compliance with the applicable servicing criteriafor the Reporting Period.

 

March 24,2009

 

 
|   | General Electric  Capital Corporation |
|--------|---------------------------------------|
|   |                                  |   |
|   |                                  |   |
|   | By:                                   |  /s/ Robert  Green |
|   | Name:                                 | Robert Green |
|   | Title:                                | Vice President |
|        |                                       |  |  |

 

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APPENDIX A

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

 

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(1) Due to thetransfer of servicing responsibilities as of May 22, 2008, this criterionis only applicable to the Platform as of May 22, 2008 and for the periodfrom May 22, 2008 through December 31, 2008.

 

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

 

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

 

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(1) Due to thetransfer of servicing responsibilities as of May 22, 2008, this criterionis only applicable to the Platform as of May 22, 2008 and for the periodfrom May 22, 2008 through December 31, 2008.

 

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APPENDIX B

 

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

 

GE Capital Credit Card Master Note Trust, Series 2005-2 Notes

 

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

 

GE Capital Credit Card Master Note Trust, Series 2006-1 Notes

 

GE Capital Credit Card Master Note Trust, Series 2006-VFN1 Notes

 

GE Capital Credit Card Master Note Trust, Series 2006-VFN2 Notes

 

GE Capital Credit Card Master Note Trust, Series 2006-VFN3 Notes

 

GE Capital Credit Card Master Note Trust, Series 2006-VFN4 Notes

 

GE Capital Credit Card Master Note Trust, Series 2006-VFN5 Notes

 

GE Capital Credit Card Master Note Trust, Series 2006-VFN6 Notes

 

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

 

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

 

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

 

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

 

GE Capital Credit Card Master Note Trust, Series 2007-VFN1 Notes

 

GE Capital Credit Card Master Note Trust, Series 2007-VFN2 Notes

 

GE Capital Credit Card Master Note Trust, Series 2007-VFN3 Notes

 

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

 

GE Capital Credit Card Master Note Trust, Series 2007-VFN5 Notes

 

GE Capital Credit Card Master Note Trust, Series 2007-VFN6 Notes

 

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

 

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

 

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

 

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

 

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

 

GE Capital Credit Card Master Note Trust, Series 2008-VFN5 Notes

 

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