**EXHIBIT
      33.4**




**Management
      Assessment**





Wilmington
      Trust Company (the "Company") is responsible for assessing compliance
      with the servicing criteria applicable to it under Item 1122(d) of Regulation
      AB
      of the Securities and Exchange Commission relating to the servicing of
      asset-backed transactions involving floorplan receivables, accounts receivable
      and asset based lending receivables initiated or amended for purposes of
      Regulation AB on or after January 1, 2006, for which the Company provides
      trustee services (the Platform) as of and for the year ended December 31, 2007.
      Management has determined that, except for the criteria set forth in paragraph
      1122(d)(l)(ii), all of the criteria set forth in Item 1122(d) are not applicable
      to the Company because the Company does not perform activities with respect
      to
      the Platform relating to those criteria.





The
      Platform consists of a single master trust, the GE Dealer Floorplan Master
      Note
      Trust (the “issuing entity”). Certain of the Company’s responsibilities with
      respect to the Platform were delegated to Deutsche Bank Trust Company Americas
      (“DBTCA”) under an agency agreement dated as of August 12, 2004 (the “Agency
      Agreement”). Under the Agency Agreement, DBTCA assumed certain of the Company’s
      duties as indenture trustee with respect to the issuing entity. We note that
      DBTCA has delivered its own assessment under Item 1122 of Regulation AB with
      respect to these activities. Further, we note that the Company ceased serving
      as
      Indenture Trustee effective May 31, 2007, and DBTCA assumed the role of
      trustee.





The
      Company’s management has assessed the effectiveness of the Company’s compliance
      with the applicable servicing criteria as of and for the year ended December
      31,
      2007 (the “Reporting Period”). In making this assessment, management used the
      criteria set forth by the Securities and Exchange Commission in paragraph (d)
      of
      Item 1122 of Regulation AB.





The
      Company’s assessment of compliance disclosed an instance of material
      noncompliance with the applicable servicing criteria set forth in Item
      1122(d)(1)(ii) for the Reporting Period with respect to the Platform. The
      Company has no contractual obligations or responsibilities under the agency
      agreement or otherwise to monitor the activities of DBTCA, and the Company
      did
      not do so on a regular basis. Notwithstanding the absence of any such express
      monitoring obligations, the Company’s management has determined that an
      assessment is technically required pursuant to Item 1122 of Regulation AB
      because the activities of the Company that are outsourced to DBTCA address
      the
      criteria in paragraph (d)(1)(ii) of Item 1122. The Company’s management believes
      that its noncompliance with the applicable servicing criteria had no adverse
      impact on the issuing entity’s Noteholders.





KPMG
      LLP,
      a registered public accounting firm, has issued an attestation report with
      respect to the Company's compliance with the applicable servicing criteria
      as of
      and for the year ended December 31, 2007.




/s/
              Cynthia L. CorlissName:
                      Cynthia L. CorlissTitle:   Senior
                Vice President,Corporate
                Client ServicesDate: March 27,
              2008