Fitch Rates General Electric Dealer Floorplan Master Note Trust Series 2006-3.

NEW YORK -- Fitch rates the General Electric Dealer Floorplan Master Note Trust, series 2006-3 as follows:

Series 2006-3:

--$955,000,000 Class A floating note asset-backed notes 'AAA';

--$35,000,000 Class B floating note asset-backed notes 'A';

--$10,000,000 Class C floating note asset-backed notes 'BBB'.

The ratings on the notes are based upon their respective levels of subordination and the specified credit enhancement amounts. All ratings reflect the transaction's sound legal structure and the high quality of the floorplan receivables generated under revolving credit agreements between various dealers, manufacturers, and distributors ('dealers').

The series 2006-3 collateral securing the notes consists of direct and indirect interests in the receivables, namely floorplan receivables, accounts receivables, and asset-based lending receivables. The series is the seventh issuance from the master note trust formed in mid-2004. The originators of the receivables include CDF, GECC, Brunswick Acceptance Company, LLC (BAC), and other originators from time to time. The issuer will have a direct interest in receivables that the Originators transfer to CDF Funding, Inc. (the Depositor), and that the Depositor will transfer to the issuer.

Initial enhancement for both series for the class A notes as a percentage of collateral balance, is 7% (3.50% subordination from the class B notes, 1% the class C notes, and the 2.50% reserve); 3.50% for the class B notes (1% subordination from the class C notes and 2.50% reserve); and 2.50% for the class C notes comprising of the 2.50% reserve account.

Dealer concentration limits remain the same in 2006-3, versus prior limits found in the previous issuances of the series 2006-1 and 2006-2. Concentration limits on dealers, manufacturers and product types are established to ensure diversification of the trust receivables and to limit over-exposure to an individual dealer or manufacturer bankruptcies. On the closing date, there will be a 3% seller's interest minimum, requiring the pool balance to equal 103% of all outstanding series' invested amounts.

As of June 30, 2006, the GE CDF statistical portfolio designated to the trust stood at $7.74 billion comprising 27,604 accounts, with total delinquencies of 0.3%, slightly down from year-end 2005. Total net losses were 0.3% through June 2006, slightly up from 0.2% at year-ended 2005.

Fitch's rating definitions and the terms of use of such ratings are available on the agency's public site, www.fitchratings.com. Published ratings, criteria and methodologies are available from this site, at all times. Fitch's code of conduct, confidentiality, conflicts of interest, affiliate firewall, compliance and other relevant policies and procedures are also available from the 'Code of Conduct' section of this site.