ITEM 1B. UNRESOLVED STAFF COMMENTS.
Not Applicable.
PART II
THE FOLLOWING ITEMS HAVE BEEN OMITTED IN ACCORDANCE WITH GENERAL INSTRUCTION J TO FORM 10-K.
(A) ITEM 5, MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
(B) ITEM 6, SELECTED FINANCIAL DATA.
(C) ITEM 7, MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.
(D) ITEM 7A, QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
(E) ITEM 8, FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
(F) ITEM 9, CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
(G) ITEM 9A, CONTROLS AND PROCEDURES.
ITEM 9B.
ITEM 9B. OTHER INFORMATION.
None.
PART III
THE FOLLOWING ITEMS HAVE BEEN OMITTED IN ACCORDANCE WITH GENERAL INSTRUCTION J TO FORM 10-K.
(A) ITEM 10, DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
(B) ITEM 11, EXECUTIVE COMPENSATION.
(C) ITEM 12, SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
(D) ITEM 13, CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
(E) ITEM 14, PRINCIPAL ACCOUNTING FEES AND SERVICES.
PART IV
Item 15.
Item 15.
Exhibits, Financial Statement Schedules.
Exhibit
Description
Exhibit 3.1
Limited Liability Company Agreement of GE Equipment Midticket LLC, Series 2007-1, incorporated by reference to Exhibit 4(b) to Form 8-K dated November 20, 2007 and filed by the Depositor on November 28, 2007.
Exhibit 4.1
Loan Sale Agreement and annex to Loan Sale Agreement, incorporated by reference to Exhibit 4(c) to Form 8-K dated November 20, 2007 and filed by the Depositor on November 28, 2007.
Exhibit 4.2
Loan Purchase and Sale Agreement and annex to Loan Purchase and Sale Agreement, incorporated by reference to Exhibit 4(d) to Form 8-K dated November 20, 2007 and filed by the Depositor on November 28, 2007.
Exhibit 4.3
Servicing Agreement and annex to Servicing Agreement, incorporated by reference to Exhibit 4(e) to Form 8-K dated November 20, 2007 and filed by the Depositor on November 28, 2007.
Exhibit 4.4
Indenture, incorporated by reference to Exhibit 4(f) to Form 8-K dated November 20, 2007 and filed by the Depositor on November 28, 2007.
Exhibit 4.5
Administration Agreement, incorporated by reference to Exhibit 4(g) to Form 8-K dated November 20, 2007 and filed by the Depositor on November 28, 2007.
Exhibit 4.6
Schedule to ISDA Master Agreement, incorporated by reference to Exhibit 4(h) to Form 8-K dated November 20, 2007 and filed by the Depositor on November 28, 2007.
Exhibit 4.7
Fixed/Floating Rate Confirmation, incorporated by reference to Exhibit 4(i) to Form 8-K dated November 20, 2007 and filed by the Depositor on November 28, 2007.
Exhibit 4.8
Underwriting Agreement incorporated by reference to Exhibit 1(a) to Form 8-K dated November 9, 2007 and filed by the Depositor on November 28, 2007.
Exhibit 31.1
Certification of officer of the Depositor.
Exhibit 33.1
Report on Assessment of Compliance with Servicing Criteria of General Electric Capital Corporation.
Exhibit 33.2
Report on Assessment of Compliance with Servicing Criteria of The Bank of New York.
Exhibit 34.1
Attestation Report on Assessment of Compliance with Servicing Criteria of KPMG LLP, on behalf of General Electric Capital Corporation.
Exhibit 34.2
Attestation Report on Assessment of Compliance with Servicing Criteria of KPMG LLP, on behalf of The Bank of New York.
Exhibit 35.1
Servicing Compliance Statement of General Electric Capital Corporation.
SUBSTITUTE INFORMATION PROVIDED IN ACCORDANCE WITH GENERAL INSTRUCTION J TO FORM 10-K.
ITEM 1112(B) OF REGULATION AB. SIGNIFICANT OBLIGORS OF POOL ASSETS (FINANCIAL INFORMATION).
None.
ITEM 1114(B)(2) OF REGULATION AB. CREDIT ENHANCEMENT AND OTHER SUPPORT, EXCEPT FOR CERTAIN DERIVATIVES INSTRUMENTS (INFORMATION REGARDING SIGNIFICANT ENHANCEMENT PROVIDERS).
None.
ITEM 1115(B)(2) OF REGULATION AB. CERTAIN DERIVATIVES INSTRUMENTS (FINANCIAL INFORMATION).
None.
ITEM OF REGULATION AB. LEGAL PROCEEDINGS
There are no legal proceedings pending (or contemplated, in the case of proceedings by governmental authorities) against any of GE Capital Corporation (the “Sponsor”), CEF Equipment Holding, L.L.C. (the “Depositor”), The Bank of New York (the “Indenture Trustee”), GE Equipment Midticket LLC, Series 2007-1 (the “Issuing Entity”) or the other parties described in Item 1117 of Regulation AB or to which any of their respective property is subject, that are material to the holders of the notes issued by the Issuing Entity (the “Notes”).
ITEM OF REGULATION AB. AFFILIATIONS AND CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Pursuant to the Instructions to Item 1119 of Regulation AB, information required by Item 1119 has been omitted from this annual report on Form 10-K because it is substantially the same information as has been provided previously in a prospectus timely filed pursuant to Rule 424 of the General Rules and Regulations Promulgated under the Securities Act of 1933 under the same Central Index Key (CIK) as this annual report on Form 10-K.
ITEM OF REGULATION AB. COMPLIANCE WITH APPLICABLE SERVICING CRITERIA.
The Sponsor (in its roles as servicer and administrator) and The Bank of New York (in its role as indenture trustee) (together, the “Servicing Parties”) have each been identified by the registrant as parties participating in the servicing function with respect to the asset pool held by the Issuing Entity. Each of the Servicing Parties has completed a report on assessment of compliance with the servicing criteria applicable to it (each a “Servicing Report”), which Servicing Reports are attached as exhibits to this Form 10-K. Each of the Servicing Parties has provided an attestation report (each an “Attestation Report”) by one or more public accounting firms, which reports are also attached as exhibits to this Form 10-K.
None of the Servicing Reports or Attestation Reports has identified any material instance of noncompliance with the servicing criteria as applicable to the respective Servicing Party.
ITEM OF REGULATION AB. SERVICER COMPLIANCE STATEMENT.
The Sponsor (in its role as servicer) has been identified by the registrant as servicer with respect to the asset pool held by the Issuing Entity. The Sponsor has completed a statement of compliance with applicable servicing criteria (the “Compliance Statement”), signed by an authorized officer of the Sponsor. The Compliance Statement is attached as an exhibit to this Form 10-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section of the Act.
No annual report or proxy materials have been sent to security holders and no such report or proxy materials are to be furnished to security holders subsequent to the filing of this Annual Report on Form 10-K.
EXHIBIT INDEX
Exhibit
Description
Exhibit 3.1
Limited Liability Company Agreement of GE Equipment Midticket LLC, Series 2007-1, incorporated by reference to Exhibit 4(b) to Form 8-K dated November 20, 2007 and filed by the Depositor on November 28, 2007.
Exhibit 4.1
Loan Sale Agreement and annex to Loan Sale Agreement, incorporated by reference to Exhibit 4(c) to Form 8-K dated November 20, 2007 and filed by the Depositor on November 28, 2007.
Exhibit 4.2
Loan Purchase and Sale Agreement and annex to Loan Purchase and Sale Agreement, incorporated by reference to Exhibit 4(d) to Form 8-K dated November 20, 2007 and filed by the Depositor on November 28, 2007.
Exhibit 4.3
Servicing Agreement and annex to Servicing Agreement, incorporated by reference to Exhibit 4(e) to Form 8-K dated November 20, 2007 and filed by the Depositor on November 28, 2007.
Exhibit 4.4
Indenture, incorporated by reference to Exhibit 4(f) to Form 8-K dated November 20, 2007 and filed by the Depositor on November 28, 2007.
Exhibit 4.5
Administration Agreement, incorporated by reference to Exhibit 4(g) to Form 8-K dated November 20, 2007 and filed by the Depositor on November 28, 2007.
Exhibit 4.6
Schedule to ISDA Master Agreement, incorporated by reference to Exhibit 4(h) to Form 8-K dated November 20, 2007 and filed by the Depositor on November 28, 2007.
Exhibit 4.7
Fixed/Floating Rate Confirmation, incorporated by reference to Exhibit 4(i) to Form 8-K dated November 20, 2007 and filed by the Depositor on November 28, 2007.
Exhibit 4.8
Underwriting Agreement incorporated by reference to Exhibit 1(a) to Form 8-K dated November 9, 2007 and filed by the Depositor on November 28, 2007.
Exhibit 31.1
Certification of officer of the Depositor.
Exhibit 33.1
Report on Assessment of Compliance with Servicing Criteria of General Electric Capital Corporation.
Exhibit 33.2
Report on Assessment of Compliance with Servicing Criteria of The Bank of New York.
Exhibit 34.1
Attestation Report on Assessment of Compliance with Servicing Criteria of KPMG LLP, on behalf of General Electric Capital Corporation.
Exhibit 34.2
Attestation Report on Assessment of Compliance with Servicing Criteria of KPMG LLP, on behalf of The Bank of New York.
Exhibit 35.1
Servicing Compliance Statement of General Electric Capital Corporation.