**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        ________      **

**Commission      File Number of issuing entity: 333-115582**

**GE      DEALER FLOORPLAN MASTER NOTE TRUST**

**(Exact      name of issuing entity as specified in its charter)**

**CDF      FUNDING, INC.**

**(Exact      name of depositor as specified in its charter)**

**GE      COMMERCIAL DISTRIBUTION FINANCE CORPORATION**

**(Exact      name of sponsor as specified in its charter)**

**Delaware**

**20-1060484      (CDF Funding, Inc.)**

**5595      Trillium Boulevard**

**Hoffman      Estates, Illinois 60192**

**(847)      747-6800**

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**None**

**None**

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**PART      I**

**The      following Items have been omitted in accordance with General Instruction J      to      Form 10-K:**

**ITEM      1B. Unresolved Staff Comments.**

**Substitute      Information Provided in Accordance with General Instruction J to Form      10−K:**

**ITEM      1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial      Information).**

**ITEM      1114(b)(2) of Regulation AB. Credit Enhancement and Other Support, Except for      Certain Derivative Instruments (Information Regarding Significant Enhancement      Providers).**

**ITEM      1115(b) of Regulation AB. **
**Certain      Derivative Instruments (Financial Information).**

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

**PART      II**

**The      following Items have been omitted in accordance with General Instruction J      to      Form 10-K:**

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**ITEM      9B. **
**Other      Information**

**PART      III**

**The      following Items have been omitted in accordance with General Instruction J      to      Form 10-K:**

**Substitute      Information Provided in Accordance with General Instruction J to Form      10−K:**

**ITEM      1119 of Regulation AB. Affiliations and Certain Relationships and Related      Transactions.**

**ITEM      1122 of Regulation AB. Compliance with Applicable Servicing      Criteria.**

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**ITEM      1123 of Regulation AB. Servicer Compliance Statement.**

**PART      IV**

| ITEM                  15.                                                                          |  **Exhibits,                Financial Statement Schedules.**                                                                                                                                                                                                                                                                                          |
|---------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                    |                                                                                                                                                                                                                                                                                                                                                       |
| The                  exhibits listed below are incorporated by reference as                  indicated: |
|                                                                                                    |                                                                                                                                                                                                                                                                                                                                                       |
| Exhibit                  3.1                                                                            | Certificate                  of Incorporation of the Depositor, as last amended on February                  5, 2004,                  (incorporated by reference to Exhibit 3.1 to Form S-3/A dated June                  21,                  2006 and filed on June 21, 2006).                                                                          |
|                                                                                                    |                                                                                                                                                                                                                                                                                                                                                       |
| Exhibit                  3.2                                                                            | By-laws                  of the Depositor (incorporated by reference to Exhibit 3.2 to Form                  S-3/A                  dated June 21, 2006 and filed on June 21, 2006).                                                                                                                                                                       |
|                                                                                                    |                                                                                                                                                                                                                                                                                                                                                       |
| Exhibit                  4.1                                                                            | Master                  Indenture, dated as of August 12, 2004, between the Issuing Entity                  and the                  Indenture Trustee (incorporated by reference to Exhibit 4.1 to                  Form 8-K                  dated August 12, 2004 and filed on August 19, 2004).                                                        |
|                                                                                                    |                                                                                                                                                                                                                                                                                                                                                       |
| Exhibit                  4.2                                                                            | Series                  2005-1 Indenture Supplement, dated as of May 5, 2005, between the                  Issuing                  Entity and the Indenture Trustee (incorporated by reference to                  Exhibit 4.2                  to Form 8-K dated May 11, 2005 and filed on May 11,                  2005).                               |
|                                                                                                    |                                                                                                                                                                                                                                                                                                                                                       |
| Exhibit                  4.3                                                                            | Series                  2005-2 Indenture Supplement, dated as of October 20, 2005, between                  the                  Issuing Entity and the Indenture Trustee (incorporated by reference                  to                  Exhibit 4.1 to Form 8-K dated October 26, 2005 and filed on October                  26,                  2005). |
|                                                                                                    |                                                                                                                                                                                                                                                                                                                                                       |
| Exhibit                  4.4                                                                            | Series                  2006-1 Indenture Supplement, dated as of June 30, 2006, between                  the                  Issuing Entity and the Indenture Trustee (incorporated by reference                  to                  Exhibit 4.1 to Form 8-K dated June 30, 2006 and filed on July 3,                  2006).                            |
|                                                                                                    |                                                                                                                                                                                                                                                                                                                                                       |
| Exhibit                  4.5                                                                            | Series                  2006-2 Indenture Supplement, dated as of June 30, 2006, between                  the                  Issuing Entity and the Indenture Trustee (incorporated by reference                  to                  Exhibit 4.2 to Form 8-K dated June 30, 2006 and filed on July 3,                  2006).                            |
|                                                                                                    |                                                                                                                                                                                                                                                                                                                                                       |
| Exhibit                  4.6                                                                            | Series                  2006-3 Indenture Supplement, dated as of August 10, 2006, between                  the                  Issuing Entity and the Indenture Trustee (incorporated by reference                  to                  Exhibit 4.1 to Form 8-K dated August 10, 2006 and filed on August                  11,                  2006).    |

----

| Exhibit                  4.7  | Series                  2006-4 Indenture Supplement, dated as of November 9, 2006, between                  the                  Issuing Entity and the Indenture Trustee (incorporated by reference                  to                  Exhibit 4.1 to Form 8-K dated November9, 2006 and filed on November                  9,                  2006).                                                                                              |
|-------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit                  4.8  | Series                  2007-1 Indenture Supplement, dated as of April 26, 2007, between                  the                  Issuing Entity and the Indenture Trustee (incorporated by reference                  to                  Exhibit 4.1 to Form 8-K dated April 26, 2007 and filed on April                  26,                  2007).                                                                                                   |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit                  4.9  | Series                  2007-2 Indenture Supplement, dated as of August 2, 2007, between                  the                  Issuing Entity and the Indenture Trustee (incorporated by reference                  to                  Exhibit 4.1 to Form 8-K dated August 2, 2007 and filed on August                  2,                  2007).                                                                                                   |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit                  4.10 | Amended                  and Restated Trust Agreement, dated August 12, 2004, between the                  Depositor and the Owner Trustee (incorporated by reference to Exhibit                  4.4                  to Form 8-K dated August 12, 2004 and filed on August 19,                  2004).                                                                                                                                          |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit                  4.11 | Supplement                  No. 1 to Master Indenture, dated as of May 5, 2005, between the                  Issuing                  Entity and the Indenture Trustee (incorporated by reference to                  Exhibit 4.1                  to Form 8-K dated May 11, 2005 and filed on May 11,                  2005).                                                                                                                         |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit                  4.12 | Supplement                  No. 2 to Master Indenture, dated as of April 28, 2006, between                  the Issuing                  Entity and the Indenture Trustee (incorporated by reference to                  Exhibit 4.2                  to Form 8-K dated April 28, 2006 and filed on May 4,                  2006).                                                                                                                     |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit                  4.13 | Supplement                  No. 3 to Master Indenture, dated as of June 30, 2006, between the                  Issuing                  Entity and the Indenture Trustee (incorporated by reference to                  Exhibit 4.4                  to Form 8-K dated June 30, 2006 and filed on July 3,                  2006).                                                                                                                      |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit                  4.14 | Supplement                  No. 4 to Master Indenture, dated as of August 10, 2006, between                  the                  Issuing Entity and the Indenture Trustee (incorporated by reference                  to                  Exhibit 4.4 to Form 8-K dated August 10, 2006 and filed on August                  11,                  2006).                                                                                              |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit                  4.15 | Supplement                  No. 5 to Master Indenture, dated as of November 9, 2006, between                  the                  Issuing Entity and the Indenture Trustee (incorporated by reference                  to                  Exhibit 4.3 to Form 8-K dated November 9, 2006 and filed on November                  9,                  2006).                                                                                           |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit                  4.16 | Supplement                  No. 6 to Master Indenture, dated as of May 31, 2007, between the                  Issuing                  Entity and the Indenture Trustee (incorporated by reference to                  Exhibit 4.1                  to Form 8-K dated May 31, 2007 and filed on May 31,                  2007).                                                                                                                        |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit                  4.17 | Supplement                  No. 7 to Master Indenture, dated as of August 2, 2007, between                  the Issuing                  Entity and the Indenture Trustee (incorporated by reference to                  Exhibit 4.2                  to Form 8-K dated August 2, 2007 and filed on August 2,                  2007).                                                                                                                  |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit                  99.1 | Receivables                  Sale Agreement, dated as of August 12, 2004, among the sellers                  party                  thereto and the Depositor (incorporated by reference to Exhibit                  99.1 of                  Amendment No. 3 to Form S-3 Registration Statement dated June 21,                  2006 and                  filed on June 21, 2006 (No. 333-130782, 333-130782-01 and                  333-130782-02)). |

----

| Exhibit                  99.2  | Receivables                  Purchase and Contribution Agreement, dated as of August 12, 2004,                  between                  the Depositor and the Issuing Entity (incorporated by reference                  to Exhibit                  99.2 of Amendment No. 3 to Form S-3 Registration Statement dated                  June 21,                  2006 and filed on June 21, 2006 (No. 333-130782, 333-130782-01                  and                  333-130782-02)).                                                               |
|--------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Exhibit                  99.3  | Amended                  and Restated Servicing Agreement, dated as of June 30, 2006, between                  the                  Issuing Entity and the Master Servicer (incorporated by reference                  to                  Exhibit 4.3 on Form 8-K dated June 30, 2006 and filed on July 3,                  2006).                                                                                                                                                                                                                   |
|                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Exhibit                  99.4  | Administration                  Agreement, dated as of August 12, 2004, between the Issuing Entity                  and GE                  Capital (incorporated by reference to Exhibit 99.4 of Amendment                  No. 3 to                  Form S-3 Registration Statement dated June 21, 2006 and filed on                  June 21,                  2006 (No. 333-130782, 333-130782-01 and                  333-130782-02)).                                                                                                          |
|                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Exhibit                  99.5  | Originator                  Performance Guaranty, dated as of August 12, 2004, by GE Capital                  (incorporated by reference to Exhibit 99.5 of Amendment No. 3 to                  Form S-3                  Registration Statement dated June 21, 2006 and filed on June 21,                  2006 (No.                  333-130782, 333-130782-01 and 333-130782-02)).                                                                                                                                                                 |
|                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Exhibit                  99.6  | Amended                  and Restated Sub-servicing Agreement, dated as of August 10, 2006,                  between                  GE Capital and GE Commercial Distribution Finance Corporation                  (incorporated by reference to Exhibit 4.2 to Form 8-K dated August                  10,                  2006 and filed on August 11, 2006).                                                                                                                                                                                     |
|                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Exhibit                  99.7  | Amended                  and Restated Intercreditor Agreement, dated November 9, 2006, among                  the                  sellers party thereto and the Master Servicer (incorporated by                  reference                  to Exhibit 4.4 to Form 8-K dated November 9, 2006 and filed on                  November 9,                  2006).                                                                                                                                                                                     |
|                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Exhibit                  99.8  | Amendment                  No. 1 to Receivables Sale Agreement, dated as of May 5, 2005, among                  the                  sellers party thereto and the Depositor (incorporated by reference                  to                  Exhibit 99.9 of Amendment No. 3 to Form S-3 Registration Statement                  dated                  June 21, 2006 and filed on June 21, 2006 (No. 333-130782, 333-130782-01                  and 333-130782-02)).                                                                                 |
|                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Exhibit                  99.9  | Amendment                  No. 2 to Receivables Sale Agreement, dated as of August 10, 2006,                  among                  the sellers party thereto and the Depositor (incorporated by reference                  to                  Exhibit 4.3 to Form 8-K dated August 10, 2006 and filed on August                  11,                  2006).                                                                                                                                                                                       |
|                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Exhibit                  99.10 | Amendment                  No. 3 to Receivables Sale Agreement, dated as of November 9, 2006,                  among                  the sellers party thereto and the Depositor (incorporated by reference                  to                  Exhibit 4.2 to Form 8-K dated November                  9, 2006 and filed on November 9, 2006).                                                                                                                                                                                                     |
|                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Exhibit                  99.11 | Amendment                  No. 4 to Receivables Sale Agreement, dated as of April 26, 2007,                  among the                  sellers party                  thereto and the Depositor (incorporated by reference to Exhibit                  4.2 to                  Form 8-K dated April 26,                  2007 and filed on April 26, 2007).                                                                                                                                                                                          |
|                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Exhibit                  99.12 | Amendment                  No. 1 to Receivables Purchase and Contribution Agreement, dated                  as of May                  5, 2005, between                  the Depositor and the Issuing Entity (incorporated by reference                  to Exhibit                  99.10 of Amendment                  No. 3 to Form S-3 Registration Statement dated June 21, 2006 and                  filed on                  June 21, 2006                        (No. 333-130782, 333-130782-01 and                        333-130782-02)). |
|                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Exhibit                  99.13 | Amendment                  No. 2 to Receivables Purchase and Contribution Agreement, dated                  as of                  August 10, 2006,                  between the Depositor and the Issuing Entity (incorporated by reference                  to                  Exhibit 4.6 to Form                  8-K dated August 10, 2006 and filed on August 11,                  2006).                                                                                                                                                      |

----

| Exhibit                  99.14 | Amendment                  No. 3 to Receivables Purchase and Contribution Agreement, dated                  as of                  April 26, 2007, between the Depositor and the Issuing Entity (incorporated                  by reference to Exhibit 4.3 to Form 8-K dated April 26, 2007 and                  filed on                  April 26, 2007).                    |
|--------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                           |                                                                                                                                                                                                                                                                                                                                                                           |
| Exhibit                  99.15 | Amendment                  No. 4 to Receivables Purchase and Contribution Agreement, dated                  as of May                  31, 2007, between the Depositor and the Issuing Entity (incorporated                  by                  reference to Exhibit 4.2 to Form 8-K dated May 31, 2007 and filed                  on May                  31, 2007).         |
|                           |                                                                                                                                                                                                                                                                                                                                                                           |
| Exhibit                  99.16 | Amendment                  No. 1 to Amended and Restated Servicing Agreement, dated as of                  August 10,                  2006, between the Issuing Entity and the Master Servicer (incorporated                  by                  reference to Exhibit 4.7 to Form 8-K dated August 10, 2006 and                  filed on                  August 11, 2006). |
|                           |                                                                                                                                                                                                                                                                                                                                                                           |
| Exhibit                  31.1  | Certification                  of officer of the Depositor.                                                                                                                                                                                                                                                                                                                    |
|                           |                                                                                                                                                                                                                                                                                                                                                                           |
| Exhibit                  33.1  | Report                  on Assessment of Compliance with Servicing Criteria for Asset-Backed                  Securities (General Electric Capital Corporation).                                                                                                                                                                                                               |
|                           |                                                                                                                                                                                                                                                                                                                                                                           |
| Exhibit                  33.2  | Report                  on Assessment of Compliance with Servicing Criteria for Asset−Backed                  Securities (GE Commercial Distribution Finance                  Corporation).                                                                                                                                                                              |
|                           |                                                                                                                                                                                                                                                                                                                                                                           |
| Exhibit                  33.3  | Report                  on Assessment of Compliance with Servicing Criteria for Asset−Backed                  Securities (Deutsche Bank Trust Company Americas).                                                                                                                                                                                                         |
|                           |                                                                                                                                                                                                                                                                                                                                                                           |
| Exhibit                  33.4  | Report                  on Assessment of Compliance with Servicing Criteria for Asset−Backed                  Securities (Wilmington Trust Company).                                                                                                                                                                                                                     |
|                           |                                                                                                                                                                                                                                                                                                                                                                           |
| Exhibit                  34.1  | Attestation                  Report of KPMG LLP, with respect to GE Capital                  Corporation.                                                                                                                                                                                                                                                                      |
|                           |                                                                                                                                                                                                                                                                                                                                                                           |
| Exhibit                  34.2  | Attestation                  Report of KPMG LLP, with respect to GE Commercial Distribution                  Finance                  Corporation.                                                                                                                                                                                                                             |
|                           |                                                                                                                                                                                                                                                                                                                                                                           |
| Exhibit                  34.3  | Attestation                  Report of KPMG LLP, with respect to Deutsche Bank Trust Company                  Americas.                                                                                                                                                                                                                                                        |
|                           |                                                                                                                                                                                                                                                                                                                                                                           |
| Exhibit                  34.4  | Attestation                  Report of KPMG LLP, with respect to Wilmington Trust                  Company.                                                                                                                                                                                                                                                                    |
|                           |                                                                                                                                                                                                                                                                                                                                                                           |
| Exhibit                  35.1  | Servicing                  Compliance Statement of GE Capital Corporation.                                                                                                                                                                                                                                                                                                     |
|                           |                                                                                                                                                                                                                                                                                                                                                                           |
| Exhibit                  35.2  | Servicing                  Compliance Statement of the GE Commercial Distribution Finance                  Corporation.                                                                                                                                                                                                                                                        |

----

**SIGNATURES**

|                                |                                                                                                 |                               |
|-------------------------------------|------------------------------------------------------------------------------------------------------|------------------------------------|
|                                | **CDF                FUNDING, INC.**,                                                                |
|                           |                                                                                            |                          |
| Date:                March 26, 2008 | By:                                                                                        | /s/              Margaret S. Fritz |
|                                | Name:                Margaret S. Fritz                                                               |
|                                | Title:              Vice              President and senior officer in charge of  securitization |

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**EXHIBIT      INDEX**

| Exhibit                  3.1  | Certificate                  of Incorporation of the Depositor, as last amended on February                  5, 2004,                  (incorporated by reference to Exhibit 3.1 to Form S-3/A dated June                  21,                  2006 and filed on June 21, 2006).                                                                          |
|-------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                          |                                                                                                                                                                                                                                                                                                                                                       |
| Exhibit                  3.2  | By-laws                  of the Depositor (incorporated by reference to Exhibit 3.2 to Form                  S-3/A                  dated June 21, 2006 and filed on June 21, 2006).                                                                                                                                                                       |
|                          |                                                                                                                                                                                                                                                                                                                                                       |
| Exhibit                  4.1  | Master                  Indenture, dated as of August 12, 2004, between the Issuing Entity                  and the                  Indenture Trustee (incorporated by reference to Exhibit 4.1 to                  Form 8-K                  dated August 12, 2004 and filed on August 19, 2004).                                                        |
|                          |                                                                                                                                                                                                                                                                                                                                                       |
| Exhibit                  4.2  | Series                  2005-1 Indenture Supplement, dated as of May 5, 2005, between the                  Issuing                  Entity and the Indenture Trustee (incorporated by reference to                  Exhibit 4.2                  to Form 8-K dated May 11, 2005 and filed on May 11,                  2005).                               |
|                          |                                                                                                                                                                                                                                                                                                                                                       |
| Exhibit                  4.3  | Series                  2005-2 Indenture Supplement, dated as of October 20, 2005, between                  the                  Issuing Entity and the Indenture Trustee (incorporated by reference                  to                  Exhibit 4.1 to Form 8-K dated October 26, 2005 and filed on October                  26,                  2005). |
|                          |                                                                                                                                                                                                                                                                                                                                                       |
| Exhibit                  4.4  | Series                  2006-1 Indenture Supplement, dated as of June 30, 2006, between                  the                  Issuing Entity and the Indenture Trustee (incorporated by reference                  to                  Exhibit 4.1 to Form 8-K dated June 30, 2006 and filed on July 3,                  2006).                            |
|                          |                                                                                                                                                                                                                                                                                                                                                       |
| Exhibit                  4.5  | Series                  2006-2 Indenture Supplement, dated as of June 30, 2006, between                  the                  Issuing Entity and the Indenture Trustee (incorporated by reference                  to                  Exhibit 4.2 to Form 8-K dated June 30, 2006 and filed on July 3,                  2006).                            |
|                          |                                                                                                                                                                                                                                                                                                                                                       |
| Exhibit                  4.6  | Series                  2006-3 Indenture Supplement, dated as of August 10, 2006, between                  the                  Issuing Entity and the Indenture Trustee (incorporated by reference                  to                  Exhibit 4.1 to Form 8-K dated August 10, 2006 and filed on August                  11,                  2006).    |
|                          |                                                                                                                                                                                                                                                                                                                                                       |
| Exhibit                  4.7  | Series                  2006-4 Indenture Supplement, dated as of November 9, 2006, between                  the                  Issuing Entity and the Indenture Trustee (incorporated by reference                  to                  Exhibit 4.1 to Form 8-K dated November 9, 2006 and filed on November                  9,                  2006). |
|                          |                                                                                                                                                                                                                                                                                                                                                       |
| Exhibit                  4.8  | Series                  2007-1 Indenture Supplement, dated as of April 26, 2007, between                  the                  Issuing Entity and the Indenture Trustee (incorporated by reference                  to                  Exhibit 4.1 to Form 8-K dated April 26, 2007 and filed on April                  26,                  2007).       |
|                          |                                                                                                                                                                                                                                                                                                                                                       |
| Exhibit                  4.9  | Series                  2007-2 Indenture Supplement, dated as of August 2, 2007, between                  the                  Issuing Entity and the Indenture Trustee (incorporated by reference                  to                  Exhibit 4.1 to Form 8-K dated August 2, 2007 and filed on August                  2,                  2007).       |
|                          |                                                                                                                                                                                                                                                                                                                                                       |
| Exhibit                  4.10 | Amended                  and Restated Trust Agreement, dated August 12, 2004, between the                  Depositor and the Owner Trustee (incorporated by reference to Exhibit                  4.4                  to Form 8-K dated August 12, 2004 and filed on August 19,                  2004).                                              |

----

| Exhibit                  4.11 | Supplement                  No. 1 to Master Indenture, dated as of May 5, 2005, between the                  Issuing                  Entity and the Indenture Trustee (incorporated by reference to                  Exhibit 4.1                  to Form 8-K dated May 11, 2005 and filed on May 11,                  2005).                                                                                                                                                          |
|-------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Exhibit                  4.12 | Supplement                  No. 2 to Master Indenture, dated as of April 28, 2006, between                  the Issuing                  Entity and the Indenture Trustee (incorporated by reference to                  Exhibit 4.2                  to Form 8-K dated April 28, 2006 and filed on May 4,                  2006).                                                                                                                                                      |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Exhibit                  4.13 | Supplement                  No. 3 to Master Indenture, dated as of June 30, 2006, between the                  Issuing                  Entity and the Indenture Trustee (incorporated by reference to                  Exhibit 4.4                  to Form 8-K dated June 30, 2006 and filed on July 3,                  2006).                                                                                                                                                       |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Exhibit                  4.14 | Supplement                  No. 4 to Master Indenture, dated as of August 10, 2006, between                  the                  Issuing Entity and the Indenture Trustee (incorporated by reference                  to                  Exhibit 4.4 to Form 8-K dated August 10, 2006 and filed on August                  11,                  2006).                                                                                                                               |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Exhibit                  4.15 | Supplement                  No. 5 to Master Indenture, dated as of November 9, 2006, between                  the                  Issuing Entity and the Indenture Trustee (incorporated by reference                  to                  Exhibit 4.3 to Form 8-K dated November 9, 2006 and filed on November                  9,                  2006).                                                                                                                            |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Exhibit                  4.16 | Supplement                  No. 6 to Master Indenture, dated as of May 31, 2007, between the                  Issuing                  Entity and the Indenture Trustee (incorporated by reference to                  Exhibit 4.1                  to Form 8-K dated May 31, 2007 and filed on May 31,                  2007).                                                                                                                                                         |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Exhibit                  4.17 | Supplement                  No. 7 to Master Indenture, dated as of August 2, 2007, between                  the Issuing                  Entity and the Indenture Trustee (incorporated by reference to                  Exhibit 4.2                  to Form 8-K dated August 2, 2007 and filed on August 2,                  2007).                                                                                                                                                   |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Exhibit                  99.1 | Receivables                  Sale Agreement, dated as of August 12, 2004, among the sellers                  party                  thereto and the Depositor (incorporated by reference to Exhibit                  99.1 of                  Amendment No. 3 to Form S-3 Registration Statement dated June 21,                  2006 and                  filed on June 21, 2006 (No. 333-130782, 333-130782-01 and                  333-130782-02)).                                  |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Exhibit                  99.2 | Receivables                  Purchase and Contribution Agreement, dated as of August 12, 2004,                  between                  the Depositor and the Issuing Entity (incorporated by reference                  to Exhibit                  99.2 of Amendment No. 3 to Form S-3 Registration Statement dated                  June 21,                  2006 and filed on June 21, 2006 (No. 333-130782, 333-130782-01                  and                  333-130782-02)). |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Exhibit                  99.3 | Amended                  and Restated Servicing Agreement, dated as of June 30, 2006, between                  the                  Issuing Entity and the Master Servicer (incorporated by reference                  to                  Exhibit 4.3 on Form 8-K dated June 30, 2006 and filed on July 3,                  2006).                                                                                                                                                     |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Exhibit                  99.4 | Administration                  Agreement, dated as of August 12, 2004, between the Issuing Entity                  and GE                  Capital (incorporated by reference to Exhibit 99.4 of Amendment                  No. 3 to                  Form S-3 Registration Statement dated June 21, 2006 and filed on                  June 21,                  2006 (No. 333-130782, 333-130782-01 and                  333-130782-02)).                                            |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Exhibit                  99.5 | Originator                  Performance Guaranty, dated as of August 12, 2004, by GE Capital                  (incorporated by reference to Exhibit 99.5 of Amendment No. 3 to                  Form S-3                  Registration Statement dated June 21, 2006 and filed on June 21,                  2006 (No.                  333-130782, 333-130782-01 and                  333-130782-02)).                                                                                  |

----

| Exhibit                  99.6  | Amended                  and Restated Sub-servicing Agreement, dated as of August 10, 2006,                  between                  GE Capital and GE Commercial Distribution Finance Corporation                  (incorporated by reference to Exhibit 4.2 to Form 8-K dated August                  10,                  2006 and filed on August 11, 2006).                                                                                                      |
|--------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit                  99.7  | Amended                  and Restated Intercreditor Agreement, dated November 9, 2006, among                  the                  sellers party thereto and the Master Servicer (incorporated by                  reference                  to Exhibit 4.4 to Form 8-K dated November 9, 2006 and filed on                  November 9,                  2006).                                                                                                      |
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| Exhibit                  99.8  | Amendment                  No. 1 to Receivables Sale Agreement, dated as of May 5, 2005, among                  the                  sellers party thereto and the Depositor (incorporated by reference                  to                  Exhibit 99.9 of Amendment No. 3 to Form S-3 Registration Statement                  dated                  June 21, 2006 and filed on June 21, 2006 (No. 333- 130782, 333-130782-01                  and 333-130782-02)). |
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| Exhibit                  99.9  | Amendment                  No. 2 to Receivables Sale Agreement, dated as of August 10, 2006,                  among                  the sellers party thereto and the Depositor (incorporated by reference                  to                  Exhibit 4.3 to Form 8-K dated August 10, 2006 and filed on August                  11,                  2006).                                                                                                        |
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| Exhibit                  99.10 | Amendment                  No. 3 to Receivables Sale Agreement, dated as of November 9, 2006,                  among                  the sellers party thereto and the Depositor (incorporated by reference                  to                  Exhibit 4.2 to Form 8-K dated November 9, 2006 and filed on November                  9,                  2006).                                                                                                     |
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| Exhibit                  99.11 | Amendment                  No. 4 to Receivables Sale Agreement, dated as of April 26, 2007,                  among the                  sellers party thereto and the Depositor (incorporated by reference                  to                  Exhibit 4.2 to Form 8-K dated April 26, 2007 and filed on April                  26,                  2007).                                                                                                           |
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| Exhibit                  99.12 | Amendment                  No. 1 to Receivables Purchase and Contribution Agreement, dated                  as of May                  5, 2005, between the Depositor and the Issuing Entity (incorporated                  by                  reference to Exhibit 99.10 of Amendment No. 3 to Form S-3 Registration                  Statement dated June 21, 2006 and filed on June 21, 2006 (No. 333-130782,                  333-130782-01 and 333-130782-02)).  |
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| Exhibit                  99.13 | Amendment                  No. 2 to Receivables Purchase and Contribution Agreement, dated                  as of                  August 10, 2006, between the Depositor and the Issuing Entity                  (incorporated by reference to Exhibit 4.6 to Form 8-K dated August                  10,                  2006 and filed on August 11, 2006).                                                                                                         |
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| Exhibit                  99.14 | Amendment                  No. 3 to Receivables Purchase and Contribution Agreement, dated                  as of                  April 26, 2007, between the Depositor and the Issuing Entity (incorporated                  by reference to Exhibit 4.3 to Form 8-K dated April 26, 2007 and                  filed on                  April 26, 2007).                                                                                                            |
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| Exhibit                  99.15 | Amendment                  No. 4 to Receivables Purchase and Contribution Agreement, dated                  as of May                  31, 2007, between the Depositor and the Issuing Entity (incorporated                  by                  reference to Exhibit 4.2 to Form 8-K dated May 31, 2007 and filed                  on May                  31, 2007).                                                                                                 |
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| Exhibit                  99.16 | Amendment                  No. 1 to Amended and Restated Servicing Agreement, dated as of                  August 10,                  2006, between the Issuing Entity and the Master Servicer (incorporated                  by                  reference to Exhibit 4.7 to Form 8-K dated August 10, 2006 and                  filed on                  August 11, 2006).                                                                                         |
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| Exhibit                  31.1  | Certification                  of officer of the Depositor.                                                                                                                                                                                                                                                                                                                                                                                                            |
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| Exhibit                  33.1  | Report                  on Assessment of Compliance with Servicing Criteria for Asset-Backed                  Securities (General Electric Capital                  Corporation).                                                                                                                                                                                                                                                                                      |

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| Exhibit                  33.2 | Report                  on Assessment of Compliance with Servicing Criteria for Asset−Backed                  Securities (GE Commercial Distribution Finance                  Corporation). |
|-------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                          |                                                                                                                                                                                              |
| Exhibit                  33.3 | Report                  on Assessment of Compliance with Servicing Criteria for Asset−Backed                  Securities (Deutsche Bank Trust Company Americas).                            |
|                          |                                                                                                                                                                                              |
| Exhibit                  33.4 | Report                  on Assessment of Compliance with Servicing Criteria for Asset−Backed                  Securities (Wilmington Trust Company).                                        |
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| Exhibit                  34.1 | Attestation                  Report of KPMG LLP, with respect to General Electric Capital                  Corporation.                                                                           |
|                          |                                                                                                                                                                                              |
| Exhibit                  34.2 | Attestation                  Report of KPMG LLP, with respect to GE Commercial Distribution                  Finance                  Corporation.                                                |
|                          |                                                                                                                                                                                              |
| Exhibit                  34.3 | Attestation                  Report of KPMG LLP, with respect to Deutsche Bank Trust Company                  Americas.                                                                           |
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| Exhibit                  34.4 | Attestation                  Report of KPMG LLP, with respect to Wilmington Trust                  Company.                                                                                       |
|                          |                                                                                                                                                                                              |
| Exhibit                  35.1 | Servicing                  Compliance Statement of General Electric Capital                  Corporation.                                                                                         |
|                          |                                                                                                                                                                                              |
| Exhibit                  35.2 | Servicing                  Compliance Statement of the GE Commercial Distribution Finance                  Corporation.                                                                           |

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