**Exhibit33.2**

ManagementAssertion

Management of GEConsumer Finance, Inc. (the “Company”) is responsible for assessing compliancewith the applicable servicing criteria set forth in Item 1122(d) of RegulationAB relating to the servicing of credit card asset-backed securitiestransactions issued bythe GE Capital Credit Card Master Note Trust (the “Platform”) except forservicing criteria 1122(d)(1)(iii), 1122(d)(1)(iv), 1122(d)(2)(iii),1122(d)(2)(vi), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii) and 1122(d)(4)(xiii)which, the Company has determined are not applicable to the activities itperforms, directly or through its vendors, with respect to the Platform, as ofand for the twelve months ended December 31, 2006.

With respect to servicing criteria 1122(d)(2)(vii), 1122(d)(4)(vi),1122(d)(4)(vii) and 1122(d)(4)(viii), management has engaged various vendors to perform the activitiesdescribed by these servicing criteria. The Company’s management hasdetermined that these vendors are not considered “servicers” as defined in Item1101(j) of Regulation AB, and the Company’s management has elected to takeresponsibility for assessing compliance with the servicing criteria applicableto each vendor as permitted by Interpretation 17.06 of the SEC Division of CorporationFinance Manual of Publicly Available Telephone Interpretations (“Interpretation17.06”).  As permitted by Interpretation 17.06, management has assertedthat it has policies and procedures in place designed to provide reasonableassurance that the vendors’ activities comply in all material respects with theservicing criteria applicable to each vendor.  The Company’s management issolely responsible for determining that it meets the SEC requirements to applyInterpretation 17.06 for the vendors and related criteria.

The Company’smanagement has assessed the Company’s and its vendor’s compliance with theapplicable servicing criteria as of and for the twelve months ended December31, 2006.  In making this assessment,management used the criteria set forth in paragraph (d) of Item 1122 ofRegulation AB.

Based on suchassessment, other than as described below, management believes that, as of andfor the twelve months ended December 31, 2006, the Company and its vendors havecomplied in all material respects with the servicing criteria set forth in Item1122(d) of Regulation AB of the Securities and Exchange Commission relating tothe servicing of the Platform.

GECFI’s MaterialInstances of Non-Compliance

*1122(d)(2)(i)  Payments on pool assets are deposited intothe appropriate custodial bank accounts and related bank clearing accounts nomore than two business days of receipt, or such other number of days specifiedin the transaction agreements.*With respect to certainobligor remittances received during the reporting period, it was noted thatcertain remittances were deposited into the appropriate clearing accountswithin three business days of receipt, instead of two business days as requiredper Item 1122(d)(2)(i).

*1122(d)(4)(iv) Payments on poolassets, including any payoffs, made in accordance with the related pool assetdocuments are posted to the applicable servicer’s obligor records maintained nomore than two business days after receipt, or such other number of daysspecified in the transaction agreements, and allocated to principal, interestor other items (e.g., escrow) in accordance with the related pool assetdocuments. *Withrespect to certain obligor payments 

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received during thereporting period, it was noted that certain payments were posted to theapplicable obligor records within three business days after receipt, instead oftwo business days as required per Item 1122(d)(4)(iv).

*1122(d)(4)(ix) Adjustments tointerest rates or rates of return for pool assets with variable rates arecomputed based on the related pool asset documents.* Withrespect to certain changes made to obligor accounts during the reportingperiod, it was noted that the change in the APR was not calculated as requiredby the pool asset documents.

Vendor’s MaterialInstances of Non-Compliance

*1122(d)(4)(viii) Recordsdocumenting collection efforts are maintained during the period a pool asset isdelinquent in accordance with the transaction agreements.  Such records are maintained on at least amonthly basis, or such other period specified in the transaction agreements,and describe the entity’s activities in monitoring delinquent pool assetsincluding, for example, phone calls, letters and payment rescheduling plans incases where delinquency is deemed temporary (e.g., illness or unemployment).*With respect to certain collection efforts, it was noted that these effortswere not conducted in accordance with the timeframes required by thetransaction agreements.

KPMG LLP, aregistered public accounting firm, has issued an attestation report withrespect to management’s assessment of compliance with the applicable servicingcriteria as of and for the twelve months ended December 31, 2006.

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***GE Consumer Finance, Inc.:***
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|-----------------------------------------------|----------|----------|
|                                          |     |     |
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| /s/ Russ Walsh                                |     |     |
| Russ Walsh                                    |     |     |
| *Senior  Manager of Finance - Securitization* | * * | * * |
| * *                                      | * * | * * |
| * *                                      | * * | * * |
| 3/29/07                                       | * * | * * |
| Date                                          |     |     |
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| /s/ Robert Green                              |     |     |
| Robert Green                                  |     |     |
| *Chief  Financial Officer*                    |     |     |
| * *                                      |     |     |
| 3/29/07                                       |     |     |
| Date                                          |     |     |

 

 

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