Fixed/Floating Interest Rate Swap Confirmation between General Electric Capital Services, Inc. and CEF Equipment Holding, L.L.C.

 CONFIRMATION Date: December 14, 2006 To: CEF Equipment Holding, L.L.C. ("Party B") Attention: Senior Vice President - Corporate Treasury & Global Funding Operations From: General Electric Capital Services, Inc. ("Party A") Transaction Reference Number: 42059 The purpose of this letter agreement is to set forth the terms and conditions of the Transaction entered into between us on the Trade Date referred to below. This letter constitutes a "Confirmation" as referred to in the Master Agreement specified below. The definitions and provisions contained in the 2000 ISDA Definitions (as published by the International Swap and Derivatives Association, Inc., as such definitions are modified and amended by the Schedule to the Master Agreement) (the "Definitions") are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern. This Confirmation supplements, forms a part of, and is subject to, the 2002 ISDA Master Agreement dated as of December 14, 2006, as amended or supplemented from time to time (the "Master Agreement") between you and us. All provisions contained in the Master Agreement shall govern this Confirmation except as expressly modified below. The capitalized terms used herein and not otherwise defined herein, in the Master Agreement or in the Definitions shall have the meanings assigned to them in the Indenture, dated as of December 14, 2006, between GE Equipment Midticket LLC, Series 2006-1 and The Bank of New York, as Indenture Trustee (the "Indenture") and the Servicing Agreement, dated as of December 14, 2006, between GE Equipment Midticket LLC, Series 2006-1 and General Electric Capital Corporation, as Servicer (the "Servicing Agreement"), each as amended or supplemented from time to time. The terms of the particular Transaction to which this Confirmation relates are as follows: Type of Transaction: Fixed/Floating Interest Rate Swap Notional Amount: With respect to any Calculation Period, the product of (i) the sum of the aggregate Loan Value of Loans that bear interest at a fixed rate (excluding Hybrid Loans and the outstanding Note Balance of the Class A-1 and Class A-2 Notes immediately prior to such Calculation Period) (collectively, the "Fixed Rate Loans") as of the beginning of the calendar month in which the Calculation Period commenced; and (ii) the lesser of (x) the quotient of (a) the  Outstanding Principal Balance of the Notes immediately after the Payment Date on which such Calculation Period commences; divided by (b) the Pool Balance as of the beginning of the calendar month in which the Calculation Period commenced and (y) 1.0. The Notional Amount for the first Calculation Period is USD 530,663,583.05. Trade Date: December 5, 2006 Effective Date: December 14, 2006 Termination Date: The earlier of (i) the Payment Date occurring in September 2017; (ii) the Payment Date on which the aggregate outstanding Loan Values of the Fixed Rate Loans is zero; and (iii) the Payment Date on which the Outstanding Principal Balance of the Notes is reduced to zero. Payment Date: One Business Day prior to the last day of each Calculation Period. Calculation Period: Initially, the period from and including the Effective Date to but excluding, January 16, 2007, and for each period thereafter, from and including the fifteenth day of each calendar month to and excluding the fifteenth day of the next calendar month. Business Day Convention: Following Business Day: New York Fixed Rate Amounts: Fixed Rate Payer: Party B Fixed Rate Payer Payment Date: Each Payment Date Fixed Rate Payer Period End Dates: Last day of each Calculation Period, with No Adjustment to Period End Date. Fixed Rate: 5.100% per annum Fixed Rate Day Count Fraction: 30/360 LIBOR Floating Rate Amounts: Fixed/Floating Rate Confirmation  LIBOR Floating Rate Payer: Party A LIBOR Floating Rate Payer Payment Dates: Each Payment Date LIBOR Floating Rate Payer Period End Dates: The last day of each Calculation Period, subject to adjustment in accordance with the Following Business Date Convention. Reset Date: The first day of each Interest Accrual Period, subject to adjustment in accordance with the Following Business Date Convention. LIBOR Floating Rate: USD-LIBOR-BBA Designated Maturity: One month Cap Rate: N/A LIBOR Floating Rate Day Count Fraction: Actual/360 Compounding: N/A Business Days: New York Calculation Agent: Party A Account Details Payments to Party A: To be provided in written instructions. Payments to Party B: To be provided in written instructions. [Signature Page Follows]. Fixed/Floating Rate Confirmation  Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. GENERAL ELECTRIC CAPITAL SERVICES, INC. By: ------------------------------------ Name: Title: Fixed/Floating Rate Confirmation  Accepted and confirmed as of the date first above written: CEF EQUIPMENT HOLDING, L.L.C., By ------------------------------------- Name: Title: Fixed/Floating Rate Confirmation