**EXHIBIT
      34.2**




**Report
      of Independent Registered Public Accounting Firm**




The
      Board
      of Directors of GE Commercial Distribution Finance Corporation:




We
      have
      examined management’s assertion, included in the accompanying Management’s
      Assertion of Compliance, that GE Commercial Distribution Finance Corporation
      (GE
      or the Company) complied with the servicing criteria set forth in Item 1122(d)
      of the Securities and Exchange Commission’s Regulation AB for asset-backed
      securities transactions for which the Company acted as servicer involving
      floorplan receivables, accounts receivable and asset based lending
      receivables (the
      Platform) ,
      except
      for servicing criteria 1122(d)(1)(iii), 1122(d)(1)(iv), 1122(d)(2)(vi),
      1122(d)(4)(x), 1122(d)(4)(xiii) and 1122(d)(4)(xv), which the Company has
      determined are not applicable to the activities it performs with respect to
      the
      Platform, as of and for the twelve months ended December 31, 2007. Servicing
      criterion 1122(d)(2)(vii) is applicable to the activities the Company performs
      with respect to certain bank accounts related to the Platform. In addition,
      servicing criterion 1122(d)(2)(vii) is applicable to the activities the Company
      performs with respect to certain other bank accounts related to the Platform
      only as it relates to the Company’s obligation to perform the activities
      described in clause (C) thereof. Servicing criterion 1122(d)(3)(i) is applicable
      to the activities the Company performs with respect to the Platform only as
      it
      relates to the Company’s obligation to perform the activities described in
      clause (D) thereof. Servicing criterion 1122(d)(3)(ii) is applicable to the
      activities the Company performs with respect to the Platform only as it relates
      to the Company’s obligation to remit the amounts due to investors in accordance
      with timeframes, distribution priority and such other terms set forth in the
      transaction agreements. With respect to applicable servicing criteria
      1122(d)(2)(iii) and 1122(d)(4)(xii), there were no activities performed during
      the twelve months ended December 31, 2007, with respect to the Platform because
      there were no occurrences of events that would require the Company to perform
      such activities. Appendix
      B to Management’s Assertion of Compliance identifies the individual asset-backed
      transactions and securities defined by management as constituting the
      Platform.  Management
      is responsible for the Company’s compliance with those servicing criteria. Our
      responsibility is to express an opinion on management’s assertion about the
      Company’s compliance based on our examination.





Our
      examination was conducted in accordance with the standards of the Public Company
      Accounting Oversight Board (United States) **** and,
      accordingly, included examining, on a test basis, evidence about the Company’s
      compliance with the servicing criteria specified above and performing such
      other
      procedures as we considered necessary in the circumstances. Our examination
      included testing of less than all of the individual asset-backed transactions
      and securities that comprise the Platform, testing of less than all of the
      servicing activities related to the Platform, and determining whether the
      Company processed those selected transactions and performed those selected
      activities in compliance with the servicing criteria. Furthermore, our
      procedures were limited to the selected transactions and servicing activities
      performed by the Company during the period covered by this report. Our
      procedures were not designed to determine whether errors may have occurred
      either prior to or subsequent to our tests that may have affected the balances
      or amounts calculated or reported by the Company during the period covered
      by
      this report for the selected transactions or any other transactions. We believe
      that our examination provides a reasonable basis for our opinion. Our
      examination does not provide a legal determination on the Company’s compliance
      with the servicing criteria.





As
      described in the accompanying Management’s Assertion of Compliance, for
      servicing criteria 1122(d)(2)(i) and 1122(d)(2)(vii), the Company has engaged
      various vendors to perform the activities required by these servicing criteria.
      The Company has determined that these vendors are not considered a “servicer” as
      defined in Item 1101(j) of Regulation AB, and the Company has elected to take
      responsibility for assessing compliance with the servicing criteria applicable
      to each vendor as permitted by Interpretation 17.06 of the SEC Division of
      Corporation Finance Manual of Publicly Available Telephone Interpretations
      (“Interpretation 17.06”).  As permitted by Interpretation 17.06, the
      Company has asserted that it has policies and procedures in place designed
      to
      provide reasonable assurance that the vendors’ activities comply in all material
      respects with the servicing criteria applicable to each vendor.  The
      Company is solely responsible for determining that it meets the SEC requirements
      to apply Interpretation 17.06 for the vendors and related criteria as described
      in its assertion, and we performed no procedures with respect to the Company’s
      eligibility to apply Interpretation 17.06.









In
      our
      opinion, management’s assertion that the Company complied with the
      aforementioned servicing criteria, including servicing criteria 1122(d)(2)(i)
      and 1122(d)(2)(vii) for which compliance is determined based on
      Interpretation 17.06 as described above, as of and for the twelve months ended
      December 31, 2007, is fairly stated in all material respects.








/s/
      KPMG
      LLP





Chicago,
      Illinois


March
      26,
      2008