**EXHIBIT 33.2**

 

**GE CONSUMER FINANCE, INC.**

 

Management’s Assertion of Compliance

 

1.                                      Managementof GE Consumer Finance, Inc. (the “Company”) is responsible for assessingcompliance with the servicing criteria applicable to it under paragraph (d) ofItem 1122 of Regulation AB, as of and for the 12-month period ending December 31,2008 (the “Reporting Period”), as set forth in Appendix A hereto.  AppendixB identifies the transactions covered by this report and includesasset-backed securities transactions for which the Company acted as servicerinvolving credit card receivables, accounts receivable and asset based lendingreceivables (the “Platform”);

 

2.                                      TheCompany has engaged certain venders, which are not servicers as defined in Item1101(j) of Regulation AB (the “Vendors”), to perform specific, limited orscripted activities, and the Company elects to take responsibility forassessing compliance with the servicing criteria or portion of the servicingcriteria applicable to such Vendors’ activities as set forth in Appendix Ahereto;

 

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

 

4.                                      Thecriteria listed in the column titled “Inapplicable Servicing Criteria” onAppendix A hereto are inapplicable to the Company based on the activities itperforms, directly or through its Vendors, with respect to the Platform;

 

5.                                      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;

 

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

 

7.                                      TheCompany has not identified any material deficiency in its policies andprocedures to monitor the compliance by the Vendors with the applicableservicing criteria as of December 31, 2008 and for the Reporting Periodwith respect to the Platform taken as a whole; and

 

8.                                      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.

 

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March 24, 2009

 
|   | GE Consumer  Finance, Inc. |
|--------|---------------------------------|
|   |                            |   |
|   | By:                             | /s/ Robert Green |
|   |                            | Name: Robert Green |
|   |                            | Title:   Chief Financial Officer |

 

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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** |
| ** **                  | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                               | ** ** | ** **                                | ** ** | ** ** | ** ** | ** ** |
| ** **                  | ** ** | **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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| **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**                                     | ** ** | ** ** | ** ** | ** ** |
| 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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APPENDIX B

 

GE Capital CreditCard Master Note Trust, Series 2005-1 Notes

 

GE Capital CreditCard Master Note Trust, Series 2005-2 Notes

 

GE Capital CreditCard Master Note Trust, Series 2005-3 Notes

 

GE Capital CreditCard Master Note Trust, Series 2006-1 Notes

 

GE Capital CreditCard Master Note Trust, Series 2006-VFN1 Notes

 

GE Capital CreditCard Master Note Trust, Series 2006-VFN2 Notes

 

GE Capital CreditCard Master Note Trust, Series 2006-VFN3 Notes

 

GE Capital CreditCard Master Note Trust, Series 2006-VFN4 Notes

 

GE Capital CreditCard Master Note Trust, Series 2006-VFN5 Notes

 

GE Capital CreditCard Master Note Trust, Series 2006-VFN6 Notes

 

GE Capital CreditCard Master Note Trust, Series 2007-1 Notes

 

GE Capital CreditCard Master Note Trust, Series 2007-2 Notes

 

GE Capital CreditCard Master Note Trust, Series 2007-3 Notes

 

GE Capital CreditCard Master Note Trust, Series 2007-4 Notes

 

GE Capital CreditCard Master Note Trust, Series 2007-VFN1 Notes

 

GE Capital CreditCard Master Note Trust, Series 2007-VFN2 Notes

 

GE Capital CreditCard Master Note Trust, Series 2007-VFN3 Notes

 

GE Capital CreditCard Master Note Trust, Series 2007-VFN4 Notes

 

GE Capital CreditCard Master Note Trust, Series 2007-VFN5 Notes

 

GE Capital CreditCard Master Note Trust, Series 2007-VFN6 Notes

 

GE Capital CreditCard Master Note Trust, Series 2007-VFN7 Notes

 

GE Capital CreditCard Master Note Trust, Series 2008-VFN1 Notes

 

GE Capital CreditCard Master Note Trust, Series 2008-VFN2 Notes

 

GE Capital CreditCard Master Note Trust, Series 2008-VFN3 Notes

 

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