0000950136-07-008099 Sample Contracts

EXECUTION VERSION LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • November 28th, 2007 • Cef Equipment Holding LLC • Asset-backed securities • Delaware
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SCHEDULE TO THE MASTER AGREEMENT
Master Agreement • November 28th, 2007 • Cef Equipment Holding LLC • Asset-backed securities • New York
SERVICING AGREEMENT Dated as of November 20, 2007
Servicing Agreement • November 28th, 2007 • Cef Equipment Holding LLC • Asset-backed securities
The Bank of New York, as Indenture Trustee.
Cef Equipment Holding LLC • November 28th, 2007 • Asset-backed securities • New York

$243,000,000 of 4.90565% Class A-1 Notes $75,000,000 of 4.58% Class A-2a Notes $208,000,000 of One-Month LIBOR + 0.20% Class A-2b Notes $53,000,000 of 4.53% Class A-3a Notes $200,000,000 of One-Month LIBOR + 0.25% Class A-3b Notes $311,727,000 of One-Month LIBOR + 0.30% Class A-4 Notes $26,728,000 of 5.88% Class B Notes $19,904,000 of 6.85% Class C Notes

EXECUTIVE COPY CONFIRMATION
Cef Equipment Holding LLC • November 28th, 2007 • Asset-backed securities

This Confirmation supplements, forms a part of, and is subject to, the 2002 ISDA Master Agreement dated as of November 20, 2007, 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.

LOAN SALE AGREEMENT
Loan Sale Agreement • November 28th, 2007 • Cef Equipment Holding LLC • Asset-backed securities
LOAN PURCHASE AND SALE AGREEMENT Dated as of November 20, 2007
Loan Purchase and Sale Agreement • November 28th, 2007 • Cef Equipment Holding LLC • Asset-backed securities
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