EXECUTION COPY

                    GE EQUIPMENT MIDTICKET LLC, SERIES 2006-1

                               Asset Backed Notes

                             UNDERWRITING AGREEMENT

                                                                December 5, 2006

MORGAN STANLEY & CO. INCORPORATED
   Acting on behalf of itself and as the Representative of the several
   Underwriters named in Schedule I hereto (in either such capacity sometimes
   herein the "Representative")
1585 Broadway
New York, New York 10036

Ladies and Gentlemen:

     Section 1. Introductory. GE Equipment Midticket LLC, Series 2006-1 (the
"Company"), CEF Equipment Holding, L.L.C. ("CEFEH" or the "Depositor") and
General Electric Capital Corporation ("GECC") propose to cause the sale of the
GE Equipment Midticket LLC, Series 2006-1 Asset Backed Notes, consisting of the
Class A-1 Notes (the "Class A-1 Notes"), the Class A-2 Notes (the "Class A-2
Notes"), the Class A-3 Notes (the "Class A-3 Notes"), the Class A-4 Notes (the
"Class A-4 Notes"), the Class B Notes (the "Class B Notes") and the Class C
Notes (the "Class C Notes" and together with the Class A-1 Notes, the Class A-2
Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes, the
"Notes"). The Notes will be issued pursuant to an Indenture, dated as of
December 14, 2006 (the "Indenture"), between the Company and The Bank of New
York, as indenture trustee (the "Indenture Trustee"). The Notes will be issued
in an aggregate initial principal amount of $1,053,773,000. The Notes are being
purchased by the entities specified in Schedule I hereto (each an "Underwriter,"
and together the "Underwriters").

     The Notes will be secured by the Collateral, including without limitation,
a pool of equipment loans and finance leases secured by transportation
equipment, industrial equipment, construction equipment, furniture and fixtures,
maritime assets, technology and telecommunications equipment or other equipment
and the related security interests in the equipment financed thereby
(collectively, the "Loans") and certain rights under the Interest Rate Swap
Agreements, each to be dated December 14, 2006 (the "Interest Rate Swap
Agreements"), between the Company and General Electric Capital Services, Inc.
("GECS"). Pursuant to a Loan Sale Agreement, dated as of December 14, 2006 (the
"Loan Sale Agreement"), between the Depositor and GECC, GECC will sell the Loans
to the Depositor. Pursuant to a Loan Purchase and Sale Agreement, dated as of
December 14, 2006 (the "Loan Purchase and Sale Agreement"), between the
Depositor and the Company, the Depositor will sell, transfer and convey to the
Company, without recourse, all of its right, title and interest in the Loans.
Pursuant to the



Servicing Agreement, to be dated as of December 14, 2006 (the "Servicing
Agreement") between GECC, as servicer, and the Company, GECC will service the
Loans.

     Capitalized terms used herein but not otherwise defined shall have the
meanings set forth in the Indenture.

     The Class A-1 Notes shall bear interest at 5.30138% per annum, the Class
A-2 Notes shall bear interest at 5.10% per annum, the Class A-3 Notes shall bear
interest at One-Month LIBOR plus 0.01% per annum, the Class A-4 Notes shall bear
interest at the then applicable One-Month LIBOR plus 0.03% per annum, the Class
B Notes shall bear interest at the then applicable One-Month LIBOR plus 0.15%
per annum and the Class C Notes shall bear interest at the then applicable
One-Month LIBOR plus 0.32% per annum.

     The Depositor has prepared and filed a shelf registration statement on Form
S-3 (having the registration number 333-132242), including a form of prospectus
and any supplements or amendments thereto filed prior to the date hereof, with
the Securities and Exchange Commission (the "Commission") in accordance with the
provisions of the Securities Act of 1933, as amended (the "Act"), relating to
the Notes, which registration statement has been declared effective by the
Commission not more than three years prior to the date hereof. If any
post-effective amendment to such registration statement has been filed with
respect thereto, prior to the execution and delivery of this Underwriting
Agreement, the most recent such amendment has been declared effective by the
Commission. For purposes of this Underwriting Agreement, "Effective Time" means
the date and time as of which such registration statement, or the most recent
post-effective amendment thereto, if any, was declared effective by the
Commission, and "Effective Date" means the date of the Effective Time. Such
registration statement, as amended at the Effective Time, including all material
incorporated by reference therein and including all information (if any) deemed
to be part of the registration statement at the time of effectiveness pursuant
to Rule 430B under the Act, is referred to in this Underwriting Agreement as the
"Registration Statement." The Company proposes to file with the Commission
pursuant to Rule 424(b) under the Act ("Rule 424(b)") a supplement (the
"Prospectus Supplement") to the prospectus included in the Registration
Statement (such prospectus, in the form it appears in the Registration
Statement, or in the form most recently revised and filed with the Commission
pursuant to Rule 424(b), is hereinafter referred to as the "Base Prospectus")
relating to the Notes and the method of distribution thereof. The Base
Prospectus and the Prospectus Supplement, together with any amendment thereof or
supplement thereto, are hereinafter referred to as the "Prospectus."

     Prior to the "Time of Sale" (as defined below), the Depositor also had
prepared a Preliminary Prospectus with respect to the Notes. As used herein,
"Preliminary Prospectus" means, with respect to any date or time referred to
herein, the most recent preliminary Prospectus (as amended or supplemented, if
applicable), which has been prepared and delivered by the Depositor to the
Representative in accordance with the provisions hereof. As used herein, "Time
of Sale" means 1:10 p.m. (New York City time) on December 5, 2006 (the time the
first Contract of Sale was entered into as designated by the Representative).


                                        2



     Section 2. Representations, Warranties and Covenants of the Depositor and
GECC.

     (a) The Depositor represents and warrants to the Underwriters, as of the
date hereof, that:

          (i) (x) The conditions to the use of a registration statement on Form
     S-3 under the Act, as set forth in the General Instructions to Form S-3,
     and the conditions of Rule 415 under the Act, have been satisfied with
     respect to the Registration Statement. No stop order suspending the
     effectiveness of the Registration Statement has been issued, and no
     proceeding for that purpose has been instituted or threatened by the
     Commission.

               (y) As of the Closing Date (as such term is defined below), the
     Registration Statement, the Preliminary Prospectus and the Prospectus,
     except with respect to any modification as to which the Representative has
     been notified, shall be in all substantive respects in the form furnished
     to the Representative or its counsel before such date or, to the extent not
     completed on such date, shall contain only such specific additional
     information and other changes (beyond that contained in the latest
     Preliminary Prospectus that has previously been furnished to the
     Representative) as the Depositor or GECC has advised the Representative,
     before such time, will be included or made therein.

               (z) The Registration Statement, as of the Effective Date,
     conformed in all material respects to the requirements of the Act and the
     rules and regulations of the Commission thereunder (the "Rules and
     Regulations") and of the Trust Indenture Act of 1939; on the date of this
     Underwriting Agreement, the Prospectus conforms, and as of the time of
     filing the Prospectus pursuant to Rule 424(b), the Prospectus will conform,
     in all material respects to the requirements of the Act and the Rules and
     Regulations; the Registration Statement, at the Effective Time, did not
     contain any untrue statement of a material fact or omit to state a material
     fact required to be stated therein or necessary to make the statements
     therein not misleading; and the Prospectus and the Designated Static Pool
     Information (as defined below), taken together, as of its date, and as of
     the time of filing pursuant to Rule 424(b), will not include any untrue
     statement of a material fact required to be stated therein or omit to state
     a material fact necessary to make the statements therein, in the light of
     the circumstances under which they are made, not misleading; provided, that
     the Depositor makes no representations or warranties as to (I) that part of
     the Registration Statement which constitutes the Statements of Eligibility
     of Qualification (Form T-1) of the Indenture Trustee and (II) anything
     contained in or omitted from such Registration Statement or such Prospectus
     in reliance upon and in conformity with written information furnished to
     the Depositor by or on behalf of any Underwriter specifically for use in
     the preparation thereof, which information consists of the Underwriters'
     Information (as defined herein); provided, further, that this paragraph (z)
     makes no representation and warranty as to the Preliminary Prospectus; the
     Preliminary Prospectus is covered by paragraph (aa) below. As used herein
     the term "Designated Static Pool Information" shall mean the static pool
     information referred to in the Preliminary Prospectus and the Prospectus
     under the caption "Static Pool Information" but deemed to be excluded from
     the


                                        3



     Registration Statement and the Prospectus pursuant to Item 1105(d) of
     Regulation AB issued under the Act.

               (aa) The Preliminary Prospectus at the Time of Sale did not, and
     at the Closing Date will not, include any untrue statement of a material
     fact or omit to state any material fact required to be stated therein or
     necessary to make the statements therein, in light of the circumstances
     under which they were made, not misleading (it being understood that no
     representation or warranty is made with respect to the omission of pricing
     and price-dependent information, which information shall of necessity
     appear only in the final Prospectus); provided, that this representation
     and warranty shall not apply to any statements or omissions made in
     reliance upon and in conformity with information contained in or omitted
     from the Preliminary Prospectus based upon Underwriters' Information.

               (bb) The Preliminary Prospectus and the Designated Static Pool
     Information, taken together, at the Time of Sale did not, and at the
     Closing Date will not, include any untrue statement of a material fact or
     omit to state any material fact necessary in order to make the statements
     therein, in light of the circumstances under which they were made, not
     misleading (it being understood that no representation or warranty is made
     with respect to the omission of pricing and price-dependent information,
     which information shall of necessity appear only in the final Prospectus);
     provided, that this representation and warranty shall not apply to any
     statements or omissions made in reliance upon and in conformity with
     information contained in or omitted from either the Preliminary Prospectus
     or the Designated Static Pool Information based upon Underwriters'
     Information.

               (cc) Other than with respect to the Preliminary Prospectus, the
     Prospectus and the Permitted Additional Information (as defined below), the
     Company (including its agents and representatives) has not made, used,
     authorized or approved and will not make, use, authorize or approve any
     "written communication" (as defined in Rule 405 under the Act) that
     constitutes an offer to sell or solicitation of any offer to buy the Notes.

          (ii) The Depositor is a limited liability company duly formed, validly
     existing and in good standing under the laws of its state of formation, and
     the Company is a limited liability company, duly formed, validly existing
     and in good standing under the laws of its state of formation, and each of
     the Depositor and the Company has all power and authority necessary to own
     or hold its properties and conduct its business in which it is engaged as
     described in the Prospectus.

          (iii) Each of the Company and the Depositor has, and will have, the
     requisite power to execute and deliver the Related Documents and this
     Underwriting Agreement to which it is a party, and any other agreement or
     document executed by either of them in connection with the issuance and
     sale of the Notes and this Underwriting Agreement and to perform their
     respective obligations hereunder and thereunder.


                                       4



          (iv) Each of the Related Documents and this Underwriting Agreement to
     which it is a party has been, or will be, duly and validly authorized,
     executed and delivered by each of the Company and the Depositor, and
     assuming due authorization, execution and delivery thereof by the other
     parties thereto, each of the Related Documents and this Underwriting
     Agreement constitutes, or will constitute on the Closing Date, the valid,
     legal and binding obligation of each of the Company and the Depositor,
     enforceable against each of the Company and the Depositor in accordance
     with its terms, subject to (A) the effect of bankruptcy, insolvency,
     reorganization, moratorium and other similar laws relating to or affecting
     creditors' rights generally, (B) the application of equitable principles in
     any proceeding, whether at law or in equity or (C) public policy
     considerations underlying the securities laws, to the extent that such
     public policy considerations limit the enforceability of the provisions of
     this Underwriting Agreement that purport to provide indemnification for
     securities laws liabilities.

          (v) The Notes will conform to the description thereof contained in the
     Preliminary Prospectus and the Prospectus and when the Notes are duly and
     validly executed, issued and delivered in accordance with the Related
     Documents, and sold to the Underwriters as provided herein, will each be
     validly issued and outstanding and entitled to the benefits of the
     Indenture.

          (vi) Neither the execution and delivery by the Company or the
     Depositor of any Related Document or this Underwriting Agreement to which
     it is a party nor the consummation by the Company or the Depositor of the
     transactions contemplated herein or therein, nor the issuance of the Notes
     by the Company or the public offering thereof as contemplated in the
     Preliminary Prospectus and the Prospectus, will conflict in any material
     respect with or result in a material breach of, or constitute a material
     default (with notice or passage of time or both) under, or result in the
     imposition of any lien, pledge, charge, encumbrance, adverse claim or other
     security interest of any other person (collectively, "Liens") upon any of
     the property or assets of the Company or the Depositor (except as required
     or permitted pursuant thereto or hereto), pursuant to any material
     mortgage, indenture, loan agreement, contract or other instrument to which
     the Company or the Depositor is party or by which either of them is bound,
     nor will such action result in any violation of any provisions of any
     applicable law, administrative regulation or administrative or court
     decree, the certificate of formation or limited liability company agreement
     of the Company or the certificate of formation or limited liability company
     agreement of the Depositor.

          (vii) Other than as set forth in or contemplated by the Prospectus,
     there are no legal or governmental proceedings pending to which the
     Depositor or the Company is a party or of which any property or assets of
     the Depositor or the Company are the subject of which, if determined
     adversely to the Depositor or the Company, as applicable, would
     individually or in the aggregate have a material adverse effect on the
     business, the financial position, the business prospects, the operations of
     the Depositor or the Company, as applicable, or on the performance by the
     Depositor or the Company, as applicable, of its obligations hereunder or
     under the Related Documents to which it is a party; and, to the best
     knowledge of the Depositor and the Company, no such proceedings are
     threatened or contemplated by governmental authorities or threatened by
     others.


                                       5



          (viii) No consent, approval, authorization or order of, or
     registration, filing or declaration with, any court or governmental agency
     or body is required, or will be required, in connection with (i) the
     execution and delivery by the Company or the Depositor of any Related
     Document or this Underwriting Agreement to which it is a party or the
     performance by the Company or the Depositor under any Related Document or
     this Underwriting Agreement to which it is a party or (ii) the offer, sale
     or delivery of the Notes, except such as shall have been obtained or made,
     as the case may be, or will be obtained or made, as the case may be, prior
     to the Closing Date, or will not materially adversely affect the ability of
     the Company or the Depositor to perform its obligations under any Related
     Document or this Underwriting Agreement.

          (ix) Each of the Company and the Depositor possesses, and will
     possess, all material licenses, certificates, authorities or permits issued
     by the appropriate state, federal or foreign regulatory agencies or bodies
     necessary to conduct the business now conducted by it and as described in
     the Preliminary Prospectus and Prospectus, except to the extent that the
     failure to have such licenses, certificates, authorities or permits does
     not have a material adverse effect on the Notes or the financial condition
     of the Company or the Depositor, and neither the Company nor the Depositor
     has received, nor will have received as of the Closing Date, any notice of
     proceedings relating to the revocation or modification of any such license,
     certificate, authority or permit which, singly or in the aggregate, if the
     subject of an unfavorable decision, ruling or finding, would materially and
     adversely affect the conduct of its business, operations or financial
     condition

          (x) Each of the representations and warranties of the Depositor and
     the Company set forth in each Related Document is true and correct in all
     material respects.

          (xi) Neither the Depositor nor the Company is now, and following the
     issuance of the Notes, neither the Depositor nor the Company will be, an
     "investment company" as such term is defined in the Investment Company Act
     of 1940, as amended.

          (xii) The Indenture has been qualified under the Trust Indenture Act
     of 1939, as amended.

          (xiii) The Depositor was not, on the date on which the first bona fide
     offer of the Notes sold pursuant to this Underwriting Agreement was made,
     an "ineligible issuer" as defined in Rule 405 under the Act.

     (b) GECC represents and warrants to the Underwriters, as of the date
hereof, that:

          (i) GECC is a corporation, duly organized and validly existing under
     the laws of its state of formation and GECC has all power and authority
     necessary to own or hold its properties and conduct its business in which
     it is engaged as described in the Prospectus.

          (ii) GECC has, and will have, the requisite power to execute and
     deliver the Related Documents and this Underwriting Agreement to which it
     is a party, and any other agreement or document executed by it in
     connection with the issuance and sale of the


                                       6



     Notes and this Underwriting Agreement and to perform its obligations
     hereunder and thereunder.

          (iii) Each of the Related Documents and this Underwriting Agreement to
     which it is a party has been, or will be, duly and validly authorized,
     executed and delivered by GECC and assuming due authorization, execution
     and delivery thereof by the other parties thereto, each of the Related
     Documents and this Underwriting Agreement constitutes, or will constitute
     on the Closing Date, the valid, legal and binding obligation of GECC,
     enforceable against GECC in accordance with its terms, subject to (A) the
     effect of bankruptcy, insolvency, reorganization, moratorium and other
     similar laws relating to or affecting creditors' rights generally, (B) the
     application of equitable principles in any proceeding, whether at law or in
     equity or (C) public policy considerations underlying the securities laws,
     to the extent that such public policy considerations limit the
     enforceability of the provisions of this Underwriting Agreement that
     purport to provide indemnification for securities laws liabilities.

          (iv) Neither the execution and delivery by GECC of any Related
     Document or this Underwriting Agreement to which it is a party nor the
     consummation by GECC of the transactions contemplated herein or therein,
     nor the public offering thereof as contemplated in the Prospectus and the
     Prospectus Supplement, will conflict in any material respect with or result
     in a material breach of, or constitute a material default (with notice or
     passage of time or both) under, or result in the imposition of any Liens
     upon any of the property or assets of GECC (except as required or permitted
     pursuant thereto or hereto), pursuant to any material mortgage, indenture,
     loan agreement, contract or other instrument to which GECC is party or by
     which it is bound, nor will such action result in any violation of any
     provisions of any applicable law, administrative regulation or
     administrative or court decree or the articles on incorporation or the
     by-laws of GECC.

          (v) No consent, approval, authorization or order of, or registration,
     filing or declaration with, any court or governmental agency or body is
     required, or will be required, in connection with (i) the execution and
     delivery by GECC of any Related Document or this Underwriting Agreement to
     which it is a party or the performance by GECC under any Related Document
     or this Underwriting Agreement to which it is a party or (ii) the offer,
     sale or delivery of the Notes, except such as shall have been obtained or
     made, as the case may be, or will be obtained or made, as the case may be,
     prior to the Closing Date, or will not materially adversely affect the
     ability of GECC to perform its obligations under any Related Document or
     this Underwriting Agreement.

          (vi) GECC possesses, and will possess, all material licenses,
     certificates, authorities or permits issued by the appropriate state,
     federal or foreign regulatory agencies or bodies necessary to conduct the
     business now conducted by it and as described in the Preliminary Prospectus
     and Prospectus, except to the extent that the failure to have such
     licenses, certificates, authorities or permits does not have a material
     adverse effect on the Notes or the financial condition of GECC, and GECC
     has not received, nor will have received as of the Closing Date, any notice
     of proceedings relating to the revocation or modification of any such
     license, certificate, authority or permit which, singly or in the
     aggregate, if the subject of an unfavorable decision, ruling


                                       7



     or finding, would materially and adversely affect the conduct of its
     business, operations or financial condition.

          (vii) Each of the representations and warranties of GECC set forth in
     each Related Document to which it is a party is true and correct in all
     material respects.

     Section 3. Purchase, Sale and Delivery of Notes. (a) On the basis of the
representations, warranties and agreements contained in this Underwriting
Agreement, but subject to the terms and conditions set forth in this
Underwriting Agreement, the Depositor agrees to sell to each Underwriter,
severally and not jointly, and each Underwriter, severally and not jointly,
agrees to purchase from the Depositor, the respective original principal amounts
of the Notes set forth in Schedule I hereto opposite the name of such
Underwriter, plus any additional original principal amount of Notes which such
Underwriter may be obligated to purchase pursuant to Section 12 hereof, at the
purchase price therefor set forth in Schedule I hereto.

     (b) Against payment of the purchase price specified in Schedule I hereto in
same day funds drawn to the order of the Depositor (or paid by such other manner
as may be agreed upon by the Depositor and the Representative), the Depositor
will deliver the Notes to the Underwriters at the offices of Mayer, Brown Rowe &
Maw LLP, 1675 Broadway, New York, New York 10019 on December 14, 2006, or at
such other place and time as the Representative and the Depositor shall agree
upon, each such time being herein referred to as a "Closing Date." The Notes
will initially be maintained through the facilities of The Depository Trust
Company, as indicated in the Prospectus Supplement.

     Section 4. Public Offering of Notes. (a) Each Underwriter agrees that all
offers, solicitations and sales shall be made in compliance with all applicable
securities laws and regulations. Furthermore, such Underwriter shall comply with
all applicable securities laws and regulations in connection with the use of
Free Writing Prospectuses, including but not limited to Rules 164 and 433 of the
Act.

     (b) It is understood by the parties hereto that the Underwriters shall
offer and/or solicit offers for the Notes for sale to the public (which may
include selected dealers), as set forth in the Preliminary Prospectus and the
Prospectus.

     Section 5. Covenants of the Depositor. The Depositor covenants and agrees
with each Underwriter:

     (a) The Depositor shall prepare a Prospectus Supplement setting forth the
amount of Notes and the terms thereof not otherwise specified in the Base
Prospectus, the price at which the Notes are to be purchased by the Underwriters
from the Depositor, either the initial public offering price or the method by
which the price at which the Notes are to be sold will be determined, the
selling concessions and reallowances, if any, and such other information as the
Representative and the Depositor deem appropriate in connection with the
offering of the Notes; provided, however, that each of the Company and the
Depositor shall make no amendment or supplement to the Registration Statement
affecting or relating to any material extent to the Notes, and shall make no
amendment or supplement to the Prospectus or the Prospectus Supplement relating
to the Notes without furnishing the Representative with a copy of the proposed
form


                                       8



thereof and providing the Representative with a reasonable opportunity to review
the same, and shall not file with the Commission any such amendment or
supplement to which the Representative shall reasonably object; and, provided
further, that each of the Company and the Depositor shall advise the
Representative, promptly after it receives notice thereof, of the time when any
amendment to the Registration Statement has been filed or becomes effective or
any supplement to the Prospectus or any amended Prospectus has been filed or
mailed for filing, of the issuance of any stop order by the Commission, of the
suspension of the qualification of the Notes for offering or sale in any
jurisdiction, of the initiation or threatening of any proceeding for any such
purpose, or of any request by the Commission for the amending or supplementing
of the Registration Statement, or the Prospectus or for additional information;
and, in the event of the issuance of any such stop order or of any order
preventing or suspending the use of the Prospectus Supplement relating to the
Notes or suspending any such qualification, promptly shall use its best efforts
to obtain its withdrawal.

     (b) The Depositor shall endeavor to arrange for the qualification of the
Notes for sale under the laws of such jurisdictions as the Underwriters may
reasonably designate and to maintain such qualification in effect so long as
required for the initial sale of the Notes; provided, however, that the
Depositor shall not be required to qualify to do business in any jurisdiction
where it is not now so qualified or to take any action that would subject it to
general or unlimited service of process in any jurisdiction where it is not now
so subject.

     (c) The Depositor shall furnish the Underwriters copies of each related
Preliminary Prospectus, the Prospectus, and all amendments and supplements to
such documents, in each case as soon as available and in such quantities as the
Underwriters may from time to time reasonably request; and, if the delivery of a
Prospectus shall be at the time required by law in connection with sales of the
Notes and either (i) any event shall have occurred as a result of which the
Prospectus or Prospectus Supplement would include any untrue statement of a
material fact or omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, or (ii) for any other reason it shall be necessary during
such same period to amend or supplement the Prospectus, to notify the
Representative and to prepare and furnish to the Representative as the
Representative may from time to time reasonably request an amendment or a
supplement to the Prospectus which will correct such statement or omission or
effect such compliance, or if it is necessary at any time to amend or supplement
the Prospectus to comply with the Act or the Rules and Regulations, the
Depositor will promptly prepare and file with the Commission an amendment or
supplement that will correct such statement or omission or an amendment that
will effect such compliance; provided that the Depositor shall not effect any
such amendment without the consent of the Representative.

     (d) The Depositor shall file or cause to be filed with the Commission, on a
timely and complete basis, all reports required to be filed with respect to the
Notes pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act.

     (e) So long as any of the Notes are outstanding, the Depositor shall
furnish each Underwriter copies of all reports or other communications
(financial or other) furnished to holders of such Notes, and deliver to the
Underwriters during such same period (i) as soon as they are available, copies
of any reports and financial statements furnished to or filed with the


                                       9



Commission and (ii) such additional information concerning the business and
financial condition of the Depositor as such Underwriter may from time to time
reasonably request.

     (f) The Depositor shall pay all expenses (other than fees of counsel for
the Underwriters, except as provided below) incident to the performance of the
obligations under this Underwriting Agreement, including:

          (i) the word processing, printing and filing of the Registration
     Statement as originally filed and of each amendment thereto;

          (ii) the reproduction of this Underwriting Agreement and each Related
     Document;

          (iii) the preparation, printing, issuance and delivery of the Notes to
     the Underwriters;

          (iv) the fees and disbursements of counsel and accountants for GECC
     and/or the Depositor;

          (v) the qualification of the Notes under securities laws in accordance
     with the provisions of Section 5(b) hereof, including filing fees and the
     reasonable fees and disbursements of counsel for the Underwriters in
     connection therewith and in connection with the preparation of the Blue Sky
     Survey, if any;

          (vi) if requested by the Representative, the determination of the
     eligibility of the Notes for investment and the reasonable fees and
     disbursements of counsel for the Underwriters in connection therewith and
     in connection with the preparation of a legal investment memorandum;

          (vii) the printing and delivery to the Underwriters of copies of the
     Preliminary Prospectuses, and of the Prospectus and Prospectus Supplement
     and any amendments or supplements thereto;

          (viii) the fees of the rating agencies rating the Notes; and

          (ix) the fees and expenses of the Indenture Trustee and its counsel.

     If the sale of the Notes is not consummated by reason of any failure,
refusal or inability on the part of GECC or the Depositor to perform any
agreement on its part to be performed or because any condition of the
Underwriters' obligations hereunder required to be fulfilled shall not have been
fulfilled (other than as a result of any breach or default by the Underwriters),
the Depositor shall be obligated to reimburse the Underwriters for all
out-of-pocket expenses, including the reasonable fees and disbursements of
counsel for the Underwriters.

     (g) So long as the Notes are outstanding, or until such time as each
Underwriter shall cease to maintain a secondary market in such Notes, whichever
occurs first, the Depositor shall deliver to each Underwriter all statements and
reports furnished to the Indenture Trustee


                                       10



pursuant the Related Documents, as soon as such statements and reports are
furnished to the Indenture Trustee.

     (h) The Depositor will cause the Final Terms (as defined in Section 8(b)
hereof) to be transmitted to the Commission for filing pursuant to Rule 433
under the Act by means reasonably calculated to result in filing with the
Commission pursuant to such rule.

     Section 6. Conditions Precedent to the Obligations of the Underwriters. The
obligation of the Underwriters to purchase and pay for the Notes is subject to
the accuracy of the representations and warranties on the part of GECC and the
Depositor herein and in the Related Documents to which they are parties as of
the Closing Date, to the accuracy of the statements of officers or managers of
GECC and the Depositor made pursuant to the provisions hereof, to the
performance by each of GECC and the Depositor of its obligations hereunder and
to the following additional conditions precedent:

     (a) The Registration Statement shall have become effective not later than
4:00 p.m., New York time, on the day following the date of this Underwriting
Agreement or such later date as shall have been consented to by the
Representative; and prior to the Closing Date no stop order suspending the
effectiveness of the Registration Statement shall have been issued and no
proceedings for that purpose shall have been instituted or, to the knowledge of
GECC or the Depositor, shall be contemplated by the Commission.

     (b) Each of GECC and the Depositor shall have delivered on or before the
Closing Date to the Representative a certificate, dated as of such Closing Date,
signed by the president, senior vice president, vice president, manager, or
other officer or authorized person of GECC or the Depositor, as applicable, to
the effect that the signer and/or persons for whom the signer has management
authority of such certificate has carefully examined the Registration Statement,
the Preliminary Prospectus, the Prospectus, each Related Document and this
Underwriting Agreement and that:

          (i) to the best of such person's knowledge, the representations and
     warranties of GECC and/or the Depositor, as the case may be, in this
     Underwriting Agreement and in each Related Document to which it is a party
     are true and correct in all material respects at and as of such Closing
     Date with the same effect as if made on such Closing Date;

          (ii) each of GECC and the Depositor, as the case may be, has complied
     with all the Related Documents to which it is a party and satisfied all the
     conditions on its part to be performed or satisfied at or prior to such
     Closing Date;

          (iii) no stop order suspending the effectiveness of the Registration
     Statement has been issued and no proceedings for that purpose have been
     initiated or, to GECC's or the Depositor's knowledge, threatened as of such
     Closing Date; and

          (iv) nothing has come to such person's attention that would lead such
     person to believe that the Registration Statement or the Prospectus, each
     as amended and supplemented as of such Closing Date or the Preliminary
     Prospectus, as of the Time of Sale, contains any untrue statement of a
     material fact or omits to state any material fact


                                       11



     necessary in order to make the statements therein, in the light of the
     circumstances under which they were made, not misleading.

     (c) Since the respective dates as of which information is given in the
Prospectus and Prospectus Supplement, there shall not have occurred any material
adverse change or any development involving a prospective material adverse
change in or affecting particularly the business or assets of the Company, the
Depositor, or any material adverse change in the financial position or results
or operations of the Company, the Depositor or GECC otherwise than as set forth
or contemplated in the Prospectus as of the date hereof, which in the
Representative's reasonable judgment materially impairs the investment quality
of the Notes so as to make it impracticable or inadvisable to proceed with the
public offering or the delivery of the Notes on the terms and in the manner
contemplated in the Prospectus and Prospectus Supplement.

     (d) The Representative shall have received from counsel (who shall be
satisfactory to the Representative) for GECC, GECS and the Depositor, an
opinion, dated the Closing Date, addressed to the Underwriters and satisfactory
in form and substance to the Representative and to counsel to the Underwriters,
relating to certain corporate, securities law and security interests matters.

     (e) [Reserved].

     (f) The Representative shall have received from counsel (who shall be
satisfactory to the Representative) for GECC and the Depositor, an opinion,
dated the Closing Date, addressed to the Underwriters and satisfactory in form
and substance to the Representative and to counsel to the Underwriters, relating
to certain insolvency and bankruptcy matters and federal income tax matters.

     (g) The Representative shall have received from counsel (who shall be
satisfactory to the Representative) for the Indenture Trustee (or its agent, as
applicable), an opinion, dated the Closing Date, addressed to the Underwriters,
GECC and the Depositor and satisfactory in form and substance to the
Representative and to counsel to the Underwriters.

     (h) Counsel to GECC and the Depositor shall have furnished to the
Representative any opinions supplied to the rating agencies relating to certain
matters with respect to the Notes, which opinions shall also be addressed to the
Underwriters.

     (i) The Representative shall have received (i) a letter, dated November 21,
2006, relating to the Preliminary Prospectus and (ii) a letter, dated December
5, 2006, relating to the Prospectus, each addressed to the Underwriters, from
certified public accountants (who shall be satisfactory to the Representative),
substantially in the form approved by the Representative and counsel to the
Underwriters.

     (j) All documents incident to the Related Documents and this Underwriting
Agreement shall be reasonably satisfactory in form and substance to the
Representative and counsel to the Underwriters; and GECC and/or the Depositor
shall furnish the Representative and counsel to the Underwriters with such other
opinions, certificates, letters and documents as the Representative or counsel
to the Underwriters shall reasonably request.


                                       12



     (k) The Class A-1 Notes shall have been rated no less than "P-1" by Moody's
Investors Services, Inc. ("Moody's"), "A-1+" by Standard & Poor's Ratings
Services, a division of The McGraw-Hill Companies, Inc. ("S&P") and "F1+" by
Fitch, Inc. ("Fitch"), each of the Class A-2 Notes, the Class A-3 Notes and the
Class A-4 Notes shall have each been rated no less than "Aaa" by Moody's and
"AAA" by S&P and Fitch, the Class B Notes shall have been rated no less than
"A1" by Moody's and "A" by S&P and Fitch and the Class C Notes shall have been
rated no less than "Baa3" by Moody's and "BBB" by S&P and Fitch, such ratings
shall not have been rescinded, and no public announcement shall have been made
by the respective rating agencies that the rating of the Notes have been placed
under review.

     If any condition specified in this Section shall not have been fulfilled
when and as required to be fulfilled, this Underwriting Agreement may be
terminated by the Representative by notice to the Depositor at any time at or
prior to the Closing Date, and such termination shall be without liability of
any party to any other party except as provided in Section 7 hereof.

     Section 7. Indemnification and Contribution. (a) The Depositor and GECC,
jointly and severally, agree to indemnify and hold harmless each Underwriter and
each person who controls the Underwriter within the meaning of the Act or the
Exchange Act against any and all losses, claims, damages or liabilities, joint
or several, to which they or any of them may become subject under the Act, the
Exchange Act, or other Federal or state statutory law or regulation, at common
law or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of a material fact contained in (i) the Registration
Statement, (ii) the Preliminary Prospectus (it being understood that such
indemnification with respect to the Preliminary Prospectus does not include the
omission of pricing and price-dependent information, which information shall of
necessity appear only in the final Prospectus), (iii) the Prospectus, (iv) the
Designated Static Pool Information or (v) information provided by the Depositor
or GECC to the extent used in the written communications constituting an
electronic road show within the meaning of Rule 433(h) under the Act, or are
caused by the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading and will
reimburse each Underwriter (or any person controlling such Underwriter) for any
legal or other expenses (except where the Underwriter is required to bear such
expenses pursuant to Section 7(c)) reasonably incurred by such Underwriter in
connection with investigating or defending any such action or claim as such
expenses are incurred; which expenses the indemnifying party shall pay as and
when incurred, at the request of such Underwriter (or any person controlling
such Underwriter), to the extent that the indemnifying party believes that it
will be ultimately obligated to pay such expenses; provided, however, that (i)
none of the Depositor or GECC will be liable in any such case to the extent that
any such loss, claim, damage or liability arises out of or is based upon any
such untrue statement or alleged untrue statement or omission or alleged
omission made under the second and fourth paragraphs under "Underwriting" in the
Prospectus Supplement in reliance upon and in conformity with written
information furnished to the Depositor or GECC by any Underwriter expressly for
use therein (the "Underwriter Information") and (ii) such indemnity with respect
to any Corrected Statement (as defined below) in such Prospectus (or supplement
thereto) shall not inure to the benefit of the Underwriter (or any person
controlling the Underwriter) from whom the person asserting any loss, claim,
damage or liability purchased the Notes that are the subject thereof if the
untrue statement or omission of a material fact contained


                                       13



in such Prospectus (or supplement thereto) was corrected (a "Corrected
Statement") in such supplement and such supplement was furnished by the
Depositor or GECC to the Underwriter prior to the delivery of the confirmation
of the sale of such Notes, but such Underwriter did not furnish such supplement
to the Prospectus containing the Corrected Statement to such investor prior to
the delivery of such confirmation. This indemnity agreement will be in addition
to any liability which the Depositor or GECC may otherwise have.

     (b) Each Underwriter severally, and not jointly, agrees to indemnify and
hold harmless the Depositor, GECC, each of their respective directors and
officers who signed the Registration Statement relating to the Notes, and each
person who controls the Depositor or GECC within the meaning of the Act or the
Exchange Act (i) to the same extent as the foregoing indemnities from the
Depositor and GECC to the Underwriter, but only in the Underwriter Information
and (ii) with respect to the failure on the part of such Underwriter to convey
to any investor with whom such Underwriter entered into a "contract of sale"
within the meaning contemplated by Rule 159 of the Act (a "Contract of Sale"),
prior to the time such investor entered into such Contract of Sale, the
Preliminary Prospectus. This indemnity agreement will be in addition to any
liability which the Underwriter may otherwise have.

     (c) Promptly after receipt by an indemnified party under this Section 7 of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 7(a) or (b), notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party shall
not relieve it from any liability unless such indemnified party is materially
harmed by such failure and shall not relieve it from any liability which it may
have to any indemnified party otherwise than under this Section 7(a) or (b). In
case any such action is brought against any indemnified party, and it notifies
the indemnifying party of the commencement thereof, the indemnifying party will
be entitled to participate therein, and to the extent that it may elect by
written notice delivered to the indemnified party promptly after receiving the
aforesaid notice from such indemnified party, to assume the defense thereof,
with counsel satisfactory to such indemnified party; provided, however, that if
the defendants in any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available to the
indemnifying party, the indemnified party or parties shall have the right to
select separate counsel to assert such legal defenses and to otherwise
participate in the defense of such action on behalf of such indemnified party or
parties. Upon receipt of notice from the indemnifying party to such indemnified
party of its election so to assume the defense of such action and approval by
the indemnified party of counsel, the indemnifying party will not be liable to
such indemnified party under this Section 7 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof unless (i) the indemnified party shall have employed separate counsel in
connection with the assertion of legal defenses and to otherwise participate in
the defense of such action in accordance with the proviso to the next preceding
sentence (it being understood, however, that the indemnifying party shall not be
liable for the expenses of more than one separate counsel (plus local counsel)
for the indemnified parties, (ii) the indemnifying party shall not have employed
counsel satisfactory to the indemnified party to represent the indemnified party
within a reasonable time after notice of commencement of the action or (iii) the
indemnifying party has authorized the employment of counsel for the indemnified
party at the


                                       14



expense of the indemnifying party; and except that, if clause (i) or (iii) is
applicable, such liability shall be only in respect of the counsel referred to
in such clause (i) or (iii). Unless it shall assume the defense of any
proceeding, the indemnifying party shall not be liable for any settlement of any
proceeding, effected without its written consent, but if settled with such
consent or if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party from and against any loss or
liability by reason of such settlement or judgment. No indemnifying party shall,
without the written consent of the indemnified party, effect the settlement or
compromise of, or consent to the entry of any judgment with respect to, any
pending or threatened action or claim in respect of which indemnification or
contribution may be sought hereunder unless such settlement, compromise or
judgment (i) includes an unconditional release of the indemnified party from all
liability arising out of such action or claim and (ii) does not include a
statement as to, or an admission of, fault, culpability or a failure to act, by
or on behalf of any indemnified party.

     (d) If the indemnification provided for in this Section 7 is unavailable to
or insufficient to hold harmless an indemnified party under subsection (a) or
(b) above in respect of any losses, claims, damages or liabilities (or actions
in respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative benefits received
by the Depositor and GECC on the one hand and the Underwriters on the other from
the offering of the Notes. If, however, the allocation provided by the
immediately preceding sentence is not permitted by applicable law, then each
indemnifying party shall contribute to such amount paid or payable by such
indemnified party in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Depositor and GECC on the
one hand and the Underwriters on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities (or
actions in respect thereof), as well as any other relevant equitable
considerations. The relative benefits received by the Depositor and GECC on the
one hand and the Underwriters on the other shall be deemed to be in the same
proportion as the total net proceeds from the offering (before deducting
expenses) received by the Depositor and GECC bear to the total underwriting
discounts and commissions received by the Underwriters. The relative fault shall
be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Depositor or GECC on the
one hand or the Underwriters on the other and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. Notwithstanding the provisions of this subsection (d), no
Underwriter shall be required to contribute any amount in excess of the amount
by which the aggregate underwriting discounts actually paid to such Underwriter
exceeds the amount of any damages which such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. The Underwriters obligations in this subsection (d) to
contribute are several in proportion to their respective underwriting
obligations and not joint.

     (e) The Depositor, GECC and the Underwriters agree that it would not be
just and equitable if contribution pursuant to Section 7(d) were determined by
pro rata allocation or by any other method of allocation which does not take
account of the considerations referred to above. The amount paid or payable by
an indemnified party as a result of the losses, claims,


                                       15



damages and liabilities referred to in Section 7(d) shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim except where the indemnified party is
required to bear such expenses pursuant to Section 7(c); which expenses the
indemnifying party shall pay and when incurred, at the request of the
indemnified party, to the extent that the indemnifying party believes that it
will be ultimately obligated to pay such expenses. In the event that any
expenses so paid by the indemnifying party are subsequently determined to not be
required to be borne by the indemnifying party hereunder, the party which
received such payment shall promptly refund the amount so paid to the party
which made such payment.

     Notwithstanding anything to the contrary in Section 7(d), no person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of Section 7(d), each person who
controls the Underwriter within the meaning of either the Act or the Exchange
Act shall have the same rights to contribution as the Underwriter, and each
person who controls the Depositor or GECC within the meaning of either the Act
or the Exchange Act, each officer of the Depositor or GECC who shall have signed
the Registration Statement and each director of the Depositor or GECC shall have
the same rights to contribution as the Depositor or GECC, as applicable, subject
in each case to the immediately preceding sentence of this paragraph.

     Section 8. Offering Communications. (a) For purposes hereof, "Free Writing
Prospectus" shall have the meaning given such term in Rule 405 under the Act.
"Issuer Free Writing Prospectus" shall mean an issuer free writing prospectus,
as defined in Rule 433 under the Act, relating to the Notes that (i) is required
to be filed with the Commission by the Depositor or (ii) is exempt from filing
pursuant to Rule 433(d)(5)(i) under the Act because it contains a description of
the Notes or of the offering that does not reflect the final terms. "Permitted
Additional Information" shall mean information that is included in any road show
presentation the Company, the Depositor or GECC has approved (each, a "Road
Show").

     (b) Other than the Preliminary Prospectus, Prospectus and the Permitted
Additional Information, each Underwriter represents, warrants and agrees with
GECC and the Depositor that: (i) it has not made, used, prepared, authorized,
approved or referred to and will not make, use, prepare, authorize, approve or
refer to any "written communication" (as defined in Rule 405 under the Act) that
constitutes an offer to sell or solicitation of an offer to buy the Notes,
including, but not limited to, any "ABS informational and computational
materials" as defined in Item 1101(a) of Regulation AB under the Act; and (ii)
it shall, for a period of at least three years after the Time of Sale, maintain
written and/or electronic records regarding each Contract of Sale entered into
by such Underwriter, the date, identity of the investor and the terms of such
Contract of Sale, as set forth in the related confirmation of trade.
Notwithstanding the foregoing, the Depositor agrees that the Underwriters may
disseminate information on Bloomberg to prospective investors relating solely to
(i) information of the type identified in Rule 134 of the Act, (ii) information
included in the Preliminary Prospectus, (iii) the status of allocations and
subscriptions of the Notes, expected pricing parameters of the Notes and the
yields and weighted average lives of the Notes, and (iv) information
constituting final terms of the Notes within the meaning of Rule 433(d)(5)(ii)
under the Act. Each Underwriter represents that communications


                                       16



containing information described in clauses (i), (ii) and (iii) of the
immediately preceding sentence shall not be required to be filed with the
Commission as Free Writing Prospectuses. No later than 10:00 A.M. New York City
time on the first day following determination of the interest rates and initial
principal amounts of the Notes, the Underwriters shall provide to the Depositor,
for filing with the Commission as provided in Section 5(h), a Free Writing
Prospectus (the "Final Terms") containing final terms of the Notes.

     (c) Each Underwriter that uses the Internet or other electronic means to
offer or sell the Notes severally represents that it has in place, and covenants
that it shall maintain, internal controls and procedures which it reasonably
believes to be sufficient to ensure compliance in all material respects with all
applicable legal requirements under the Act.

     Section 9. Agreement of each Underwriter. (a) Each Underwriter agrees that
(i) if the Prospectus is not delivered with the confirmation in reliance on Rule
172 under the Act, it will include in every confirmation sent out by such
Underwriter the notice required by Rule 173 under the Act, informing the
investor that the sale was made pursuant to the Registration Statement and that
the investor may request a copy of the Prospectus from the Underwriter; (ii) if
a paper copy of the Prospectus is requested by a Person who receives a
confirmation, such Underwriter shall deliver a paper copy of such Prospectus to
such Person; and (iii) if an electronic copy of the Prospectus is delivered by
such Underwriter for any purpose, such copy shall be the same electronic file
containing the Prospectus in the identical form transmitted electronically to
such Underwriter by or on behalf of the Depositor specifically for use by such
Underwriter pursuant to this Section 9; for example, if the Prospectus is
delivered to such Underwriter by or on behalf of the Depositor in a single
electronic file in a read-only format, then such Underwriter will deliver the
electronic copy of the Prospectus in the same single electronic file in
read-only format. Each Underwriter further agrees that if it delivers to an
investor the Prospectus in read-only format, upon such Underwriter's receipt of
a request from the investor within the period for which delivery of the
Prospectus is required, such Underwriter will promptly deliver or cause to be
delivered to the investor, without charge, a paper copy of the Prospectus.

     (b) Prior to the Closing Date, each Underwriter shall notify GECC and the
Depositor of (i) the date on which the Preliminary Prospectus is first used and
(ii) the time of the first Contract of Sale to which such Preliminary Prospectus
relates.

     (c) Each Underwriter represents and agrees (i) that it did not enter into
any commitment to sell any Notes prior to the Time of Sale, it did not enter
into any Contract of Sale for any Notes prior to the Time of Sale and, without
limiting the foregoing, it did not enter into a Contract of Sale with an
investor in the Notes prior to the delivery of the Preliminary Prospectus to
such investor, and (ii) that it will, at any time that such Underwriter is
acting as an "underwriter" (as defined in Section 2(a)(11) of the Act) with
respect to the Notes, deliver to each investor to whom Notes are sold by it
during the period prior to the filing of the final Prospectus (as notified to
such Underwriter by the Depositor or by GECC), prior to the applicable time of
any such Contract of Sale with respect to such investor, the Preliminary
Prospectus.


                                       17



     (d) If the Depositor, GECC or an Underwriter determines or becomes aware
that any "written communication" (as defined in Rule 405 under the Act)
(including the Preliminary Prospectus) or oral statement (when considered in
conjunction with all information conveyed at the time of the Contract of Sale)
made or prepared by the Depositor or such Underwriter contains an untrue
statement of material fact or omits to state a material fact necessary to make
the statements, in light of the circumstances under which they were made, not
misleading at the time that a Contract of Sale was entered into, either the
Depositor or such Underwriter may prepare corrective information, with notice to
the other party and such Underwriter shall deliver such information in a manner
reasonably acceptable to both parties, to any Person with whom a Contract of
Sale was entered into based on such written communication or oral statement, and
such information shall provide any such Person with the following:

          (i) adequate disclosure of the contractual arrangement;

          (ii) adequate disclosure of the Person's rights under the existing
     Contract of Sale at the time termination is sought;

          (iii) adequate disclosure of the new information that is necessary to
     correct the misstatements or omissions in the information given at the time
     of the original Contract of Sale; and

          (iv) a meaningful ability to elect to terminate or not terminate the
     prior Contract of Sale and to elect to enter into or not enter into a new
     Contract of Sale.

     Any costs or losses incurred in connection with any such termination or
reformation shall be subject to Section 7.

     Section 10. Termination. This Underwriting Agreement shall be subject to
termination in the absolute discretion of the Representative, by notice given to
the Depositor prior to delivery of and payment for the Notes, if prior to such
time there shall gave occurred (i) any outbreak or escalation of hostilities or
other calamity or crisis, the effect of which is such as to make it, in the
reasonable judgment of the Representative, impracticable or inadvisable to
market the Notes or to enforce contracts for the sale of the Notes on the terms
and in the manner contemplated by the Prospectus and the Prospectus Supplement,
as amended or supplemented, (ii) the suspension of trading generally by either
the American Stock Exchange or the New York Stock Exchange, or the establishment
of minimum or maximum prices or ranges of prices, by either of such exchanges or
by order of the Commission or any other governmental authority, or any general
banking moratorium declared by federal or New York authorities, or (iii) a
disruption in securities settlement, payment or clearance services in the United
States.

     Section 11. Survival of Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements of
each of GECC, the Depositor or their respective officers or managers and of the
Underwriters set forth in or made pursuant to this Underwriting Agreement will
remain in full force and effect, regardless of any investigation or statement as
to the results thereof, made by or on behalf of any Underwriter, GECC, the
Depositor or any of their respective representatives, officers, managers or
directors of any controlling person, and will survive delivery of and payment
for the Notes. Notwithstanding


                                       18



anything to the contrary herein, the provisions of Section 7 hereof shall
survive the termination or cancellation of this Underwriting Agreement.

     Section 12. Default by One or More of the Underwriters. If one or more of
the Underwriters shall fail on the Closing Date to purchase the Notes which it
or they are obligated to purchase under this Underwriting Agreement (the
"Defaulted Notes"), the Representative shall have the right, within 24 hours
thereafter, to make arrangements for one or more of the non-defaulting
Underwriters, or any other underwriters, to purchase all, but not less than all,
of the Defaulted Notes in such amounts as may be agreed upon and upon the terms
herein set forth; if, however, the Representative shall not have completed such
arrangements within such 24-hour period, then:

     (a) if the principal amount of Defaulted Notes does not exceed 10% of the
principal amount of the Notes to be purchased pursuant to this Underwriting
Agreement, each of the non-defaulting Underwriters named in this Underwriting
Agreement shall be obligated, severally and not jointly, to purchase the full
amount thereof in the proportions that their respective underwriting obligations
thereunder bear to the underwriting obligations of all non-defaulting
Underwriters, or

     (b) if the principal amount of Defaulted Notes exceeds 10% of the principal
amount of the Notes to be purchased pursuant to this Underwriting Agreement,
this Underwriting Agreement shall terminate without liability on the part of any
non-defaulting Underwriter.

     No action taken pursuant to this Section 12 shall relieve any defaulting
Underwriter from liability in respect of its default.

     In the event of any such default which does not result in a termination of
this Underwriting Agreement, either the Representative or the Depositor shall
have the right to postpone the Closing Date for a period not exceeding seven
days in order to effect any required changes in the Registration Statement or
Prospectus Supplement or in any other documents or arrangements.

     Section 13. Notices. All communications hereunder will be in writing and:

          (i) if sent to the Underwriters, will be mailed, delivered or sent by
     facsimile transmission and confirmed to the Representative at:


                                       19



               Morgan Stanley & Co. Incorporated
               1585 Broadway
               New York, New York 10036
               Attention: Todd Singer
               Telephone: (212) 761-2755
               Facsimile: (212) 507-4254

               with a copy to:

               Morgan Stanley & Co. Incorporated
               1585 Broadway
               New York, New York 10036
               Attention: James Y. Lee
               Telephone: (212) 761-7034
               Facsimile: (212) 507-4782

               with a copy to:

               McKee Nelson LLP
               One Battery Park Plaza, 33rd Floor
               New York, New York 10004
               Attention: Matthew P. Joseph
               Telephone: (917) 777-4333
               Facsimile: (917) 777-4299;

          (ii) if sent to the Depositor, will be mailed, delivered or sent by
     facsimile transmission, and confirmed to it at:

               CEF Equipment Holding, LLC
               44 Old Ridgebury Road
               Danbury, Connecticut 06810
               Attention: Capital Markets Operations
               Telephone: (203) 796-5518
               Facsimile: (203) 796-5554;

               with a copy to:

               Mayer, Brown Rowe & Maw LLP
               1675 Broadway
               New York, NY 10019
               Attention: Paul Jorissen
               Telephone: (212) 506-2555
               Facsimile: (212) 849-5555;


                                       20



          (iii) if sent to GECC, will be mailed, delivered or sent by facsimile
     transmission, and confirmed to it at:

               General Electric Capital Corporation
               44 Old Ridgebury Road
               Danbury, Connecticut 06810
               Attention: General Counsel
               Telephone: (203) 796-1000
               Facsimile: (203) 796-1313;

or to such other address as GECC, the Depositor or the Representative may
designate in writing to the other parties hereto.

     Section 14. Successors. This Underwriting Agreement will inure to the
benefit of and be binding upon the Underwriters, GECC and the Depositor and
their respective successors and the officers, managers and directors and
controlling persons referred to in Section 7 hereof, and no other person will
have any right or obligations hereunder.

     Section 15. Governing Law. THIS UNDERWRITING AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE
GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. EACH PARTY
HERETO HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY NEW
YORK STATE OR FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF
NEW YORK, NEW YORK OVER ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS UNDERWRITING AGREEMENT, AND IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT
OF THE ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH STATE OR FEDERAL
COURT, AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO,
THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OF
PROCEEDING.

     Section 16. Nonpetition Covenant. Notwithstanding any prior termination of
this Underwriting Agreement, the Underwriters, prior to the date which is one
year and one day after the payment in full of all Notes issued by the Company,
shall not acquiesce, petition or otherwise invoke or cause the Depositor or the
Company to invoke the process of any court or government authority for the
purpose of commencing or sustaining a case against the Depositor or the Company
under any federal or state bankruptcy, insolvency or similar law, or appointing
a receiver, liquidator, assignee, trustee, custodian, sequestrator or other
similar official of the Depositor or the Company or any substantial part of its
property, or ordering the winding up or liquidation of the affairs of the
Depositor or the Company.

     Section 17. Counterparts. This Underwriting Agreement may be executed by
each of the parties hereto in any number of counterparts, and by each of the
parties hereto on separate


                                       21



counterparts, each of which counterparts, when so executed and delivered, shall
be deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.

     Section 18. Nature of Underwriters' Services. The Depositor acknowledges
and agrees that each Underwriter in providing investment banking services to the
Depositor in connection with the offering, including in acting pursuant to the
terms of this Underwriting Agreement, has acted and is acting as an independent
contractor and not as a fiduciary and the Depositor does not intend any
Underwriter to act in any capacity other than independent contractor, including
as a fiduciary. For avoidance of doubt, the Underwriters are not acting as
agents or representatives of the Company.


                                       22



     If the foregoing is in accordance with your understanding, please sign and
return to us a counterpart hereof, whereupon this letter and your acceptance
hereof shall constitute a binding agreement among the Underwriters, the
Depositor and GECC.

                                        Very truly yours,

                                        CEF EQUIPMENT HOLDING, L.L.C.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        GENERAL ELECTRIC CAPITAL CORPORATION


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

Accepted and agreed in New York, New York,
as of the date hereof:

MORGAN STANLEY & CO. INCORPORATED


By:
    ---------------------------------
    Name:
    Title:

Acting on behalf of itself and, if applicable,
as the Representative of the Underwriters.



                                   Schedule I



                                                             Approximate
                                            Approximate        Amount
                                              Amount         Purchased by       Approximate
                                           Purchased by     Merrill Lynch,        Amount
                Initial       Purchase    Morgan Stanley    Pierce, Fenner       Purchased
               Principal        Price         & Co.            & Smith          by ABN AMRO
  Class         Amount       Percentage    Incorporated      Incorporated     Incorporated
---------   --------------   ----------   --------------   ---------------   ----------------

Class A-1   $  218,000,000   100.00000%    $ 76,750,000      $ 76,750,000      $19,000,000
Class A-2   $  190,500,000    99.99352%    $ 60,250,000      $ 60,250,000      $21,000,000
Class A-3   $  318,000,000   100.00000%    $112,000,000      $112,000,000      $29,000,000
Class A-4   $  268,789,000   100.00000%    $ 94,894,500      $ 94,894,500      $24,000,000
Class B     $   34,248,000   100.00000%    $ 17,124,000      $ 17,124,000      $         0
Class C     $   24,236,000   100.00000%    $ 12,118,000      $ 12,118,000      $         0
Total       $1,053,773,000




                                            Approximate     Approximate         Approximate
                                               Amount         Amount              Amount
                Initial       Purchase      Purchased by    Purchased by     Purchased by The
               Principal        Price     Banc of America    J.P. Morgan     Williams Capital
  Class         Amount       Percentage    Securities LLC  Securities Inc.      Group, L.P.
---------   --------------   ----------   ---------------  ---------------   ----------------

Class A-1   $  218,000,000   100.00000%     $19,000,000      $19,000,000       $7,500,000
Class A-2   $  190,500,000    99.99352%     $21,000,000      $21,000,000       $7,000,000
Class A-3   $  318,000,000   100.00000%     $29,000,000      $29,000,000       $7,000,000
Class A-4   $  268,789,000   100.00000%     $24,000,000      $24,000,000       $7,000,000
Class B     $   34,248,000   100.00000%     $         0      $         0       $        0
Class C     $   24,236,000   100.00000%     $         0      $         0       $        0
Total       $1,053,773,000


Total Purchase Price: $1,053,760,655.60