0001104659-08-071555 Sample Contracts

NOVATION AGREEMENT dated as of November 17, 2008 among: STEERS Repo Pass-Thru Trust, 2008-1 (the “Transferor”),
Novation Agreement • November 18th, 2008 • Agilent Technologies Inc • Instruments for meas & testing of electricity & elec signals • New York

The Transferor and the Remaining Party have entered into the Transaction identified in the attached Schedule A (the “Old Transaction”), evidenced by a Confirmation dated March 17, 2008 (Reference: “Project Arrow Repurchase Transaction”) (the “Old Confirmation”) and subject to a TBMA Master Repurchase Agreement dated as of March 17, 2008 between the Transferor and the Remaining Party (the “Old Agreement”), as supported by a Third Amended and Restated Guaranty of Agilent Technologies, Inc. (the “Guaranty”) in regard of the Remaining Party’s obligations under the Old Transaction.

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AMENDED AND RESTATED AGILENT AGREEMENT
Agilent Agreement • November 18th, 2008 • Agilent Technologies Inc • Instruments for meas & testing of electricity & elec signals • New York

AMENDED AND RESTATED AGILENT AGREEMENT, dated as of November 17, 2008 (as amended, amended and restated or otherwise modified from time to time, this “Agreement”), by Agilent Technologies, Inc., a Delaware corporation (“Agilent”), and Agilent Technologies World Trade, Inc., a Delaware corporation (“World Trade”), in favor of each and every Designated Person in existence on the date hereof and from time to time.

Master Repurchase Agreement
Master Repurchase Agreement • November 18th, 2008 • Agilent Technologies Inc • Instruments for meas & testing of electricity & elec signals • New York
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