UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the quarterly period ended June 30, 2008

¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the transition period from              to             

Commission File number 000-24175

ATEL Capital Equipment Fund VII, L.P.

(Exact name of registrant as specified in its charter)

California	94-3248318
(State or other jurisdiction of Incorporation or organization)	(I. R. S. Employer Identification No.)

600 California Street, 6th Floor, San Francisco, California 94108-2733

(Address of principal executive offices)

Registrant’s telephone number, including area code (415) 989-8800

Securities registered pursuant to section 12(b) of the Act: None

Securities registered pursuant to section 12(g) of the Act: Limited Partnership Units

Indicate by a check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer, large accelerated filer and smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ¨	Accelerated filer  ¨	Non-accelerated filer  ¨	Smaller reporting company  x
	(Do not check if smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  x

The number of Limited Partnership Units outstanding as of July 31, 2008 was 14,985,550.

DOCUMENTS INCORPORATED BY REFERENCE

None.

ATEL CAPITAL EQUIPMENT FUND VII, L. P.

Index

Part I.	Financial Information	3
Item 1.	Financial Statements (Unaudited)	3
	Balance Sheets, June 30, 2008 and December 31, 2007	3
	Statements of Operations for the three and six months ended June 30, 2008 and 2007	4
	Statements of Changes in Partners’ Capital for the year ended December 31, 2007 and for the six months ended June 30, 2008	5
	Statements of Cash Flows for the three and six months ended June 30, 2008 and 2007	6
	Notes to the Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 4.	Controls and Procedures	20
Part II.	Other Information	21
Item 1.	Legal Proceedings	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3.	Defaults Upon Senior Securities	21
Item 4.	Submission of Matters to a Vote of Security Holders	21
Item 5.	Other Information	21
Item 6.	Exhibits	21

2

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).

ATEL CAPITAL EQUIPMENT FUND VII, L.P.

BALANCE SHEETS

JUNE 30, 2008 AND DECEMBER 31, 2007

(In Thousands)

	June 30, 2008		December 31, 2007
	(Unaudited)
ASSETS
Cash and cash equivalents	$	3,475	$	3,909
Accounts receivable, net of allowance for doubtful accounts of $513 as of June 30, 2008 and $516 as of December 31, 2007		1,802		1,775
Investments in equipment and leases, net of accumulated depreciation and impairment loss reserve of $53,275 as of June 30, 2008 and $54,224 as of December 31, 2007		14,899		17,570
Other assets		54		34
Total assets	$	20,230	$	23,288
LIABILITIES AND PARTNERS’ CAPITAL
Accounts payable and accrued liabilities:
General Partner	$	478	$	546
Other		574		754
Accrued interest payable		—		1
Non-recourse debt		—		24
Interest rate swap contracts		2		7
Unearned operating lease income		156		210
Total liabilities		1,210		1,542
Partners’ capital:
General Partner		—		—
Limited Partners		19,020		21,746
Total Partners’ capital		19,020		21,746
Total liabilities and Partners’ capital	$	20,230	$	23,288

See accompanying notes.

3

ATEL CAPITAL EQUIPMENT FUND VII, L.P.

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED

JUNE 30, 2008 AND 2007

(In Thousands, Except for Units and Per Unit Data)

(Unaudited)

	Three months ended June 30,						Six months ended June 30,
	2008			2007			2008			2007
Revenues:
Leasing activities:
Operating leases	$	2,513		$	3,182		$	4,113		$	6,366
Direct financing leases		27			25			46			56
Gain (loss) on sales of assets		78			94			(155	)		410
Interest income		14			63			32			167
Other		12			259			13			362
Total revenue		2,644			3,623			4,049			7,361
Expenses:
Depreciation of operating lease assets		872			1,357			1,695			2,768
Marine vessel maintenance and other operating costs		774			610			1,151			1,166
Interest expense		3			5			7			14
Cost reimbursements to General Partner		—			—			750			750
(Recovery of) provision for impairment losses		(9	)		—			191			—
Equipment and incentive management fees to General Partner		79			172			152			233
Railcar and equipment maintenance		174			103			317			272
Professional fees		56			47			143			231
Insurance		20			60			31			121
Equipment storage		—			1			—			2
Franchise fees and state taxes		—			77			—			77
Amortization of initial direct costs		—			1			—			1
Reversal of provision for doubtful accounts		(2	)		(1	)		(3	)		(23	)
Other		173			221			319			495
Total operating expenses		2,140			2,653			4,753			6,107
Income (loss) from operations		504			970			(704	)		1,254
Other income, net		6			14			6			8
Net income (loss)	$	510		$	984		$	(698	)	$	1,262
Net income (loss):
General Partner	$	—		$	608		$	152		$	608
Limited Partners		510			376			(850	)		654
	$	510		$	984		$	(698	)	$	1,262
Net income (loss) per Limited Partnership Unit	$	0.03		$	0.03		$	(0.06	)	$	0.04
Weighted average number of Units outstanding		14,985,550			14,985,550			14,985,550			14,985,550

See accompanying notes.

4

ATEL CAPITAL EQUIPMENT FUND VII, L.P.

STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL

FOR THE YEAR ENDED DECEMBER 31, 2007

AND FOR THE SIX MONTHS

ENDED JUNE 30, 2008

(In Thousands, Except for Units and Per Unit Data)

(Unaudited)

	Limited Partners				General Partner			Total
	Units	Amount
Balance December 31, 2006	14,985,550	$	31,808		$	—		$	31,808
Distributions to Limited Partners ($0.80 per Unit)	—		(11,991	)		—			(11,991	)
Distributions to General Partner	—		—			(972	)		(972	)
Net income	—		1,929			972			2,901
Balance December 31, 2007	14,985,550		21,746			—			21,746
Distributions to Limited Partners ($0.13 per Unit)	—		(1,876	)		—			(1,876	)
Distributions to General Partner	—		—			(152	)		(152	)
Net (loss) income	—		(850	)		152			(698	)
Balance June 30, 2008	14,985,550	$	19,020		$	—		$	19,020

See accompanying notes.

5

ATEL CAPITAL EQUIPMENT FUND VII, L.P.

STATEMENTS OF CASH FLOWS

FOR THE THREE AND SIX MONTHS ENDED

JUNE 30, 2008 AND 2007

(In Thousands)

(Unaudited)

	Three months ended June 30,						Six months ended June 30,
	2008			2007			2008			2007
Operating activities:
Net income (loss)	$	510		$	984		$	(698	)	$	1,262
Adjustments to reconcile net income (loss) to cash provided by operating activities:
(Gain) loss on sales of assets		(78	)		(94	)		155			(410	)
Depreciation of operating lease assets		872			1,357			1,695			2,768
Amortization of initial direct costs		—			1			—			1
Amortization of unearned income on direct finance leases		(27	)		(25	)		(46	)		(56	)
Portion of swap liability charged to interest expense		(4	)		1			(5	)		—
Change in fair value of interest rate swap contracts		1			(6	)		—			(9	)
Reversal of provision for doubtful accounts		(2	)		(1	)		(3	)		(23	)
(Recovery of) provision for impairment losses		(9	)		—			191			—
Changes in operating assets and liabilities:
Accounts receivable		(1,285	)		(7	)		(24	)		241
Other assets		(42	)		70			(20	)		129
Accounts payable:
General Partner		(45	)		(32	)		(68	)		39
Other		237			(332	)		(180	)		(710	)
Affiliates		295			—			—			—
Accrued interest payable		(1	)		—			(1	)		—
Unearned lease income		(265	)		(218	)		(54	)		(199	)
Net cash provided by operating activities		157			1,698			942			3,033
Investing activities:
Proceeds from sales of lease assets		201			632			444			2,335
Payments received on direct finance leases		102			120			222			228
Proceeds from sales of securities		10			—			10			—
Net cash provided by investing activities		313			752			676			2,563
Financing activities:
Repayments of:
Non-recourse debt		—			(22	)		(24	)		(45	)
Distributions:
General Partner		—			(608	)		(152	)		(608	)
Limited Partners		—			(7,495	)		(1,876	)		(7,495	)
Net cash used in financing activities		—			(8,125	)		(2,052	)		(8,148	)
Net increase (decrease) in cash and cash equivalents		470			(5,675	)		(434	)		(2,552	)
Cash and cash equivalents at beginning of period		3,005			10,490			3,909			7,367
Cash and cash equivalents at end of period	$	3,475		$	4,815		$	3,475		$	4,815
Supplemental disclosures of cash flow information:
Cash paid during the period for taxes	$	30		$	77		$	30		$	77
Cash paid during the period for interest	$	4		$	5		$	8		$	14

See accompanying notes.

6

ATEL CAPITAL EQUIPMENT FUND VII, L.P.

NOTES TO FINANCIAL STATEMENTS

1. Organization and Limited Partnership matters:

ATEL Capital Equipment Fund VII, L.P. (the “Partnership”) was formed under the laws of the State of California on May 17, 1996 for the purpose of acquiring equipment to engage in equipment leasing and sales activities, primarily in the United States. The Partnership may continue until December 31, 2017. The General Partner of the Partnership is ATEL Financial Services, LLC (“AFS”), a California limited liability company. Prior to converting to a limited liability company structure, AFS was formerly known as ATEL Financial Corporation.

The Partnership conducted a public offering of 15,000,000 Units of Limited Partnership Interest (“Units”), at a price of $10 per Unit. On January 7, 1997, subscriptions for the minimum number of Units (120,000, $1.2 million) had been received (excluding subscriptions from Pennsylvania investors) and AFS requested that the subscriptions be released to the Partnership. On that date, the Partnership commenced operations in its primary business (acquiring equipment to engage in equipment leasing and sales activities). Gross contributions in the amount of $150 million (15,000,000 units) were received as of November 27, 1998, exclusive of $500 of Initial Partners’ capital investment and $100 of AFS’ capital investment. The offering was terminated on November 27, 1998. As of June 30 2008, 14,985,550 Units were issued and outstanding.

The Partnership’s principal objectives have been to invest in a diversified portfolio of equipment that (i) preserves, protects and returns the Partnership’s invested capital; (ii) generates regular distributions to the partners of cash from operations and cash from sales or refinancing, with any balance remaining after certain minimum distributions to be used to purchase additional equipment during the reinvestment period (“Reinvestment Period”) (defined as six full years following the year the offering was terminated), which ended December 31, 2004 and (iii) provides additional distributions following the Reinvestment Period and until all equipment has been sold. The Partnership is governed by its Limited Partnership Agreement (“Partnership Agreement”).

Pursuant to the Partnership Agreement, AFS receives compensation and reimbursements for services rendered on behalf of the Partnership (Note 4). AFS is required to maintain in the Partnership reasonable cash reserves for working capital, the repurchase of Units and contingencies.

As of June 30, 2008, the Partnership remains in the liquidation phase of its life cycle as defined in the Partnership Agreement.

2. Summary of significant accounting policies:

Basis of presentation:

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with instructions to Form 10-Q and Article 8 of Regulation S-X. The unaudited interim financial statements reflect all adjustments which are, in the opinion of the General Partner, necessary for a fair statement of financial position and results of operations for the interim periods presented. All such adjustments are of a normal recurring nature. The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that effect reported amounts in the financial statements and accompanying notes. Therefore, actual results could differ from those estimates. Operating results for the three and six months ended June 30, 2008 are not necessarily indicative of the results for the year ending December 31, 2008.

These unaudited interim financial statements should be read in conjunction with the financial statements and notes thereto contained in the report on Form 10-KSB for the year ended December 31, 2007, filed with the Securities and Exchange Commission.

Certain prior year amounts have been reclassified to conform to the current year presentation. These reclassifications had no effect on equity or net income.

Footnote and tabular amounts are presented in thousands, except as to Units and per Unit data.

7

ATEL CAPITAL EQUIPMENT FUND VII, L.P.

NOTES TO FINANCIAL STATEMENTS

2. Summary of significant accounting policies (continued):

Use of estimates:

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Such estimates primarily relate to the determination of residual values at the end of the lease term, expected future cash flows used for impairment analysis purposes, and determination of the allowance for doubtful accounts.

Initial direct costs:

In prior years, the Partnership capitalized initial direct costs (“IDC”) associated with the origination and funding of lease assets as defined in Statement of Financial Accounting Standards (“SFAS”) No. 91 “Accounting for Nonrefundable Fees and Costs Associated with Originating or Acquiring Loans and Initial Direct Costs of Leases.” IDC included both internal costs (e.g., the costs of employees’ activities in connection with successful lease and loan originations) and external broker fees incurred with such originations. Remaining IDC is being amortized on a lease by lease basis based on actual lease term using a straight-line method for operating leases and the effective interest rate method for direct finance leases. Upon disposal of the underlying lease assets, both the initial direct costs and the associated accumulated amortization are relieved. Costs related to leases that were not consummated were not eligible for capitalization as initial direct costs. Such amounts were expensed as acquisition expense.

Segment reporting:

The Partnership adopted the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 131, “Disclosures about Segments of an Enterprise and Related Information.” SFAS No. 131 establishes annual and interim standards for operating segments of a Partnership. It also requires entity-wide disclosures about the products and services an entity provides, the material countries in which it holds assets and reports revenue, and its major customers. The Partnership is not organized by multiple operating segments for the purpose of making operating decisions or assessing performance. Accordingly the Partnership operates in one reportable operating segment in the United States.

The Partnership’s principal decision makers are the General Partner’s Chief Executive Officer and its Chief Operating Officer. The Partnership believes that its equipment leasing business operates as one reportable segment because: a) the Partnership measures profit and loss at the equipment portfolio level as a whole; b) the principal decision makers do not review information based on any operating segment other than the equipment leasing transaction portfolio; c) the Partnership does not maintain discrete financial information on any specific segment other than its equipment financing operations; d) the Partnership has not chosen to organize its business around different products and services other than equipment lease financing; and e) the Partnership has not chosen to organize its business around geographic areas.

Certain of the Partnership’s lessee customers have international operations. In these instances, the Partnership is aware that certain equipment, primarily rail and transportation, may periodically exit the country. However, these lessee customers are US-based, and it is impractical for the Partnership to track, on an asset-by-asset and day-by-day basis, where these assets are deployed.

The primary geographic regions in which the Partnership sought leasing opportunities were North America and Europe. Currently, 98% of the Partnership’s operating revenues are from customers domiciled in North America; and 2% are from customers domiciled in the United Kingdom.

Per Unit data:

Net income (loss) and distributions per Unit are based upon the weighted average number of Limited Partnership Units outstanding during the period.

8

ATEL CAPITAL EQUIPMENT FUND VII, L.P.

NOTES TO FINANCIAL STATEMENTS

2. Summary of significant accounting policies (continued):

Other income, net:

Other income, net consists of gains on interest rate swap contracts and gains (losses) on foreign currency transactions, and is detailed below for the three and six months ended June 30, 2008 and 2007, respectively (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2008		2007		2008		2007
Foreign currency gain (loss)	$	2	$	8	$	1	$	(1	)
Change in fair value of interest rate swap contracts		4		6		5		9
	$	6	$	14	$	6	$	8

Recent accounting pronouncements:

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS 161”), as an amendment to SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.” SFAS 161 requires that objectives for using derivative instruments be disclosed in terms of underlying risk and accounting designation. The fair value of derivative instruments and their gains and losses will need to be presented in tabular format in order to present a more complete picture of the effects of using derivative instruments. SFAS 161 is effective for financial statements issued for fiscal years beginning after November 15, 2008. The Company is currently evaluating the impact of adopting this pronouncement.

In December 2007, the FASB issued SFAS No. 141R, “Business Combinations” (“SFAS 141R”). SFAS 141R replaces SFAS 141 and establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any non controlling interest in the acquiree and the goodwill acquired. SFAS 141R also establishes disclosure requirements which will enable users to evaluate the nature and financial effects of the business combination. This standard is effective for fiscal years beginning after December 15, 2008. The Partnership does not presently anticipate the adoption of SFAS 141R to significantly impact its financial position, results of operations or cash flows.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities—including an amendment of FASB Statement No. 115” (“SFAS 159”). This Statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement is expected to expand the use of fair value measurement, which is consistent with the Board’s long-term measurement objectives for accounting for financial instruments. The Partnership adopted the provisions of SFAS 159 on January 1, 2008. The adoption of SFAS 159 did not have a significant effect on the Partnership’s financial position, results of operations or cash flows.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”). This standard clarifies the definition of fair value for financial reporting, establishes a framework for measuring fair value and requires additional disclosures about the use of fair value measurements. The provisions of SFAS 157 were to be effective for fiscal years beginning after November 15, 2007. However, in February 2008, the FASB issued FASB Staff Position (“FSP”) No. 157-2, which defers the effective date of SFAS 157 as it pertains to fair value measurements of nonfinancial assets and nonfinancial liabilities until fiscal years beginning after November 15, 2008. On January 1, 2008, the Partnership adopted the provisions of SFAS 157 except as it applied to its investment in equipment and leases, and other nonfinancial assets and nonfinancial liabilities as noted in FSP No. 157-2. The partial adoption of SFAS 157 did not have a significant effect on the Partnership’s financial position, results of operations or cash flows.

9

ATEL CAPITAL EQUIPMENT FUND VII, L.P.

NOTES TO FINANCIAL STATEMENTS

3. Investment in equipment and leases, net:

The Partnership’s investments in equipment and leases consist of the following (in thousands):

	Balance December 31, 2007		Reclassifications & Additions / Dispositions			Depreciation/ Amortization Expense or Amortization of Leases			Balance June 30, 2008
Net investment in operating leases	$	16,693	$	(612	)	$	(1,681	)	$	14,400
Net investment in direct financing leases		825		1			(176	)		650
Assets held for sale or lease, net		51		(189	)		(14	)		(152	)
Initial direct costs		1		—			—			1
Total	$	17,570	$	(800	)	$	(1,871	)	$	14,899

Impairment of investments in leases and assets held for sale or lease:

Management periodically reviews the carrying values of its assets on leases and assets held for lease or sale. During the first quarter of 2008, the Partnership established a $200 thousand impairment loss reserve related to impaired refrigerated containers. No other assets were identified as impaired subsequent to the first quarter of 2008. Similarly, no assets were identified as impaired during management’s review for the three and six months ended June 30, 2007.

Depreciation expense on property subject to operating leases and property held for lease or sale totaled $872 thousand and $1.4 million for the respective three months ended June 30, 2008 and 2007; and $1.7 million and $2.8 million for the respective six months ended June 30, 2008 and 2007.

Operating leases:

Property on operating leases consists of the following (in thousands):

	Balance December 31, 2007			Additions			Reclassifications or Dispositions			Balance June 30, 2008
Transportation	$	46,577		$	—		$	(2,293	)	$	44,284
Marine vessels/barges		17,859			—			(1,418	)		16,441
Mining equipment		4,222			—			—			4,222
Construction		772			—			275			1,047
Material handling		413			—			—			413
Other		432			—			(5	)		427
		70,275			—			(3,441	)		66,834
Less: accumulated depreciation		(53,582	)		(1,681	)		2,829			(52,434	)
Total	$	16,693		$	(1,681	)	$	(612	)	$	14,400

10

ATEL CAPITAL EQUIPMENT FUND VII, L.P.

NOTES TO FINANCIAL STATEMENTS

3. Investment in equipment and leases, net (continued):

Direct financing leases:

As of June 30, 2008, investment in direct financing leases consists of various transportation, manufacturing and medical equipment. The following lists the components of the Partnership’s investment in direct financing leases as of June 30, 2008 and December 31, 2007 (in thousands):

	June 30, 2008			December 31, 2007
Total minimum lease payments receivable	$	345		$	299
Estimated residual values of leased equipment (unguaranteed)		492			615
Investment in direct financing leases		837			914
Less unearned income		(187	)		(89	)
Net investment in direct financing leases	$	650		$	825

At June 30, 2008, the aggregate amounts of future minimum lease payments are as follows (in thousands):

	Operating Leases		Direct Financing Leases		Total
Six months ending December 31, 2008	$	1,967	$	49	$	2,016
Year ending December 31, 2009		3,255		98		3,353
2010		1,525		68		1,593
2011		746		58		804
2012		537		58		595
2013		141		14		155
Thereafter		—		—		—
	$	8,171	$	345	$	8,516

The Partnership utilizes a straight line depreciation method for equipment in all of the categories currently in its portfolio of lease transactions. The useful lives for investment in leases by category are as follows (in years):

Equipment category	Useful Life
Mining	30-40
Transportation, rail	30-35
Marine vessels	20-30
Material handling	7-10
Transportation, other	7-10
Construction	7-10

11

ATEL CAPITAL EQUIPMENT FUND VII, L.P.

NOTES TO FINANCIAL STATEMENTS

4. Related party transactions:

The terms of the Partnership Agreement provide that AFS and/or affiliates are entitled to receive certain fees for equipment management and resale and for management of the Partnership.

The Partnership Agreement allows for the reimbursement of costs incurred by AFS in providing administrative services to the Partnership. Administrative services provided include Partnership accounting, investor relations, legal counsel and lease and equipment documentation. AFS is not reimbursed for services whereby it is entitled to receive a separate fee as compensation for such services, such as disposition of equipment. Reimbursable costs incurred by AFS are allocated to the Partnership based upon estimated time incurred by employees working on Partnership business and an allocation of rent and other costs based on utilization studies.

Each of ATEL Leasing Corporation (“ALC”), ATEL Equipment Corporation (“AEC”), ATEL Investor Services (“AIS”) and AFS is a wholly-owned subsidiary of ATEL Capital Group and performs services for the Partnership. Acquisition services are performed for the Partnership by ALC; equipment management, lease administration and asset disposition services are performed by AEC; investor relations and communications services are performed by AIS; and general administrative services for the Partnership are performed by AFS.

Cost reimbursements to the General Partner are based on its costs incurred in performing administrative services for the Partnership. These costs are allocated to each managed entity based on certain criteria such as total assets, number of investors or contributed capital based upon the type of cost incurred.

Incentive management fees are computed as 4.0% of distributions of cash from operations, as defined in the Partnership Agreement and equipment management fees are computed as 3.5% of gross revenues from operating leases, as defined in the Partnership Agreement plus 2.0% of gross revenues from full payout leases, as defined in the Partnership Agreement.

During the three and six months ended June 30, 2008 and 2007, AFS earned fees, commissions and reimbursements, pursuant to the Partnership Agreement as follows (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2008		2007		2008		2007
Equipment and incentive management fees to General Partner	$	79	$	172	$	152	$	233
Cost reimbursements to General Partner and/or affiliates		—		—		750		750
	$	79	$	172	$	902	$	983

The Partnership Agreement places an annual limit and a cumulative limit for cost reimbursements to AFS and/or affiliates. The cumulative limit increases annually. Any reimbursable costs incurred by AFS and/or affiliates during the year exceeding the annual and/or cumulative limits cannot be reimbursed in the current year, though such costs may be reimbursable in future years to the extent of the cumulative limit. As of June 30, 2008, costs reimbursable to AFS in future periods totaled approximately $560 thousand.

5. Receivables funding program:

In 1998, the Partnership entered into a $65 million receivables funding program (the “Program”) with a third party receivables financing company that issues commercial paper rated A1 by Standard and Poor’s and P1 by Moody’s Investor Services. Under the Program, the receivables financing company received a general lien against all of the otherwise unencumbered assets of the Partnership. The program provided for borrowing at a variable interest rate and required AFS, on behalf of the Partnership, to enter into interest rate swap agreements with certain counterparties (also rated A1/P1) to mitigate the interest rate risk associated with a variable rate note. The Program expired as to new borrowings in April 2002. The receivables funding program terminated in January 2007.

12

ATEL CAPITAL EQUIPMENT FUND VII, L.P.

NOTES TO FINANCIAL STATEMENTS

5. Receivables funding program (continued):

As of June 30, 2008, the Partnership receives or pays interest on interest rate swap agreements with a notional principal totaling approximately $164 thousand on the difference between a nominal rate of 7.58% and a variable rate of 2.68% at June 30, 2008. As of December 31, 2007, the Partnership had interest rate swap agreements to receive or pay interest on a notional principal totaling approximately $613 thousand on the difference between nominal rates ranging from 5.79% to 7.58% and variable rates ranging from 4.64% to 4.74% at December 31, 2007. No actual borrowing or lending is involved. The termination of swaps was to coincide with the maturity of the debt. Through the swap agreements, the interest rates on the borrowings have been effectively fixed. The interest to be paid or received on the swap contracts is accrued as interest rates change. The interest rate swaps are carried at fair value on the balance sheet with unrealized gain/loss included in the statement of operations as other income.

Borrowings under the Program are as follows (in thousands):

Date Borrowed	Original Amount Borrowed		Balance June 30, 2008		Notional Balance June 30, 2008		Swap Value June 30, 2008			Payment Rate On Interest Swap Agreement
7/1/1998	$	25,000	$	—	$	—	$	—		—
4/16/1999		9,000		—		—		—		—
1/26/2000		11,700		—		164		(2	)	7.58	%
5/25/2001		2,000		—		—		—		—
9/28/2001		6,000		—		—		—		—
1/31/2002		4,400		—		—		—		*
	$	58,100	$	—	$	164	$	(2	)

Date Borrowed	Original Amount Borrowed		Balance December 31, 2007		Notional Balance December 31, 2007		Swap Value December 31, 2007			Payment Rate On Interest Swap Agreement
7/1/1998	$	25,000	$	—	$	246	$	(1	)	6.16	%
4/16/1999		9,000		—		—		—		—
1/26/2000		11,700		—		355		(6	)	7.58	%
5/25/2001		2,000		—		12		—		5.79	%
9/28/2001		6,000		—		—		—		—
1/31/2002		4,400		—		—		—		*
	$	58,100	$	—	$	613	$	(7	)

* Under the terms of the Program, no interest rate swap agreements were required for this borrowing.

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ATEL CAPITAL EQUIPMENT FUND VII, L.P.

NOTES TO FINANCIAL STATEMENTS

6. Guarantees:

The Partnership enters into contracts that contain a variety of indemnifications. The Partnership’s maximum exposure under these arrangements is unknown. However, the Partnership has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

In the normal course of business, the Partnership enters into contracts of various types, including lease contracts, contracts for the sale or purchase of lease assets, management contracts, loan agreements, credit lines and other debt facilities. It is prevalent industry practice for most contracts of any significant value to include provisions that each of the contracting parties—in addition to assuming liability for breaches of the representations, warranties, and covenants that are part of the underlying contractual obligations—also assume an obligation to indemnify and hold the other contracting party harmless for such breaches, for harm caused by such party’s gross negligence and willful misconduct, including, in certain instances, certain costs and expenses arising from the contract.

The General Partner has substantial experience in managing similar leasing programs subject to similar contractual commitments in similar transactions, and the losses and claims arising from these commitments have been insignificant, if any. Generally, to the extent these contracts are performed in the ordinary course of business under the reasonable business judgment of the General Partner, no liability will arise as a result of these provisions. The General Partner has no reason to believe that the facts and circumstances relating to the Partnership’s contractual commitments differ from those it has entered into on behalf of the prior programs it has managed. The General Partner knows of no facts or circumstances that would make the Partnership’s contractual commitments outside standard mutual covenants applicable to commercial transactions between businesses. Accordingly, the Partnership believes that these indemnification obligations are made in the ordinary course of business as part of standard commercial and industry practice, and that any potential liability under the Partnership’s similar commitments is remote. Should any such indemnification obligation become payable, the Partnership would separately record and/or disclose such liability in accordance with GAAP.

7. Partners’ Capital:

As of June 30, 2008, 14,985,550 Units were issued and outstanding. The Partnership had been authorized to issue up to 15,000,050 Units, including the 50 Units issued to the Initial Limited Partners, as defined.

As defined in the Partnership Agreement, the Partnership’s Net Income, Net Losses, and Distributions are to be allocated 92.5% to the Limited Partners and 7.5% to AFS. Distributions to Limited Partners were as follows (in thousands, except for Units and per Unit data):

	Three Months Ended June 30,				Six Months Ended June 30,
	2008		2007		2008		2007
Distributions declared	$	—	$	7,495	$	1,876	$	7,495
Weighted average number of Units outstanding		14,985,550		14,985,550		14,985,550		14,985,550
Weighted average distributions per Unit	$	—	$	0.50	$	0.13	$	0.50

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Statements contained in this Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” (“MD&A”) and elsewhere in this Form 10-Q, which are not historical facts, may be forward-looking statements. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. In particular, economic recession and changes in general economic conditions, including, fluctuations in demand for equipment, lease rates, and interest rates, may result in delays in investment and reinvestment, delays in leasing, re-leasing, and disposition of equipment, and reduced returns on invested capital. The Partnership’s performance is subject to risks relating to lessee defaults and the creditworthiness of its lessees. The Partnership’s performance is also subject to risks relating to the value of its equipment at the end of its leases, which may be affected by the condition of the equipment, technological obsolescence and the markets for new and used equipment at the end of lease terms. Investors are cautioned not to attribute undue certainty to these forward-looking statements, which speak only as of the date of this Form 10-Q. We undertake no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this Form 10-Q or to reflect the occurrence of unanticipated events, other than as required by law.

Overview

ATEL Capital Equipment Fund VII, L.P. (the “Partnership”) is a California partnership that was formed in May 1996 for the purpose of engaging in the sale of limited liability investment units and acquiring equipment to generate revenues from equipment leasing and sales activities, primarily in the United States.

The Partnership conducted a public offering of 15,000,000 Units of Limited Partnership Interest (“Units”), at a price of $10 per Unit. The offering was terminated in November 1998. During early 1999, the Partnership completed its initial acquisition stage with the investment of the net proceeds from the public offering of Units. Subsequently, throughout the reinvestment period (“Reinvestment Period”) (defined as six full years following the year the offering was terminated), the Partnership reinvested cash flow in excess of certain amounts required to be distributed to the Limited Partners and/or utilized its credit facilities to acquire additional equipment.

The Partnership may continue until December 31, 2017. However, pursuant to the guidelines of the Limited Partnership Agreement, the Partnership began to liquidate its assets and distribute the proceeds thereof after the end of the Reinvestment Period which ended in December 2004.

As of June 30, 2008, the Partnership remains in its liquidation phase. Accordingly, assets that mature will be returned to inventory and most likely will be subsequently sold, which will result in decreasing revenue as earning assets decrease. Periodic distributions are paid at the discretion of the General Partner.

Capital Resources and Liquidity

The liquidity of the Partnership varies, increasing to the extent cash flows from leases and proceeds from lease asset sales exceed expenses and decreasing as distributions are made to the Limited Partners and to the extent expenses exceed cash flows from leases and proceeds from asset sales.

The primary source of liquidity for the Partnership has been its cash flow from a diversified group of lessees for fixed lease terms at fixed rental amounts. As the initial lease terms have expired, the Partnership ventured to re-lease or sell the equipment. Future liquidity will depend on the Partnership’s success in remarketing or selling the equipment as it comes off rental.

If inflation in the general economy becomes significant, it may affect the Partnership in as much as the residual (resale) values and rates on re-leases of the Partnership’s leased assets may increase as the costs of similar assets increase. However, the Partnership’s revenues from existing leases would not increase; as such rates are generally fixed for the terms of the leases without adjustment for inflation.

If interest rates increase significantly, the lease rates that the Partnership can obtain on future leases will be expected to increase as the cost of capital is a significant factor in the pricing of lease financing. Leases already in place, for the most part, would not be affected by changes in interest rates.

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In 1998, the Partnership established a $65 million receivables funding program with a receivables financing company that issues commercial paper rated A1 from Standard and Poor’s and P1 from Moody’s Investor Services. In this receivables funding program, the lenders received a general lien against all of the otherwise unencumbered assets of the Partnership. The program provided for borrowing at a variable interest rate and required AFS, on behalf of the Partnership, to enter into interest rate swap agreements with certain counterparties (also rated A1/P1) to mitigate the interest rate risk associated with a variable rate note. AFS believes that this program allowed the Partnership to avail itself of lower cost debt than that available for individual non-recourse debt transactions. The program expired as to new borrowings in April 2002. The receivables funding program terminated in January 2007.

As of June 30, 2008, the Partnership receives or pays interest on interest rate swap agreements with a notional principal totaling approximately $164 thousand on the difference between a nominal rate of 7.58% and a variable rate of 2.68% at June 30, 2008. The fair value of the interest rate swaps totaled $2 thousand at June 30, 2008 and was recorded as a liability on the balance sheet with a corresponding unrealized gain/loss included in the statement of operations in other income or loss.

Finally, the Partnership has access to certain sources of non-recourse debt financing, which the Partnership uses on a transaction basis as a means of mitigating credit risk. As of June 30, 2008, the Partnership had repaid all of its outstanding non-recourse debt. The General Partner does not anticipate any future non-recourse borrowings on behalf of the Partnership.

The Partnership Agreement limits such borrowings to 50% of the total cost of equipment, in the aggregate.

The Partnership commenced periodic distributions, based on cash flows from operations, beginning with the month of January 1997.

At June 30, 2008, the Partnership had no commitments to purchase leased assets and pursuant to the Partnership Agreement, the Partnership can no longer purchase any new leased assets.

Cash Flows

The three months ended June 30, 2008 versus the three months ended June 30, 2007

Operating Activities

The Partnership’s primary source of cash from operations has been rents from operating leases. Additionally, its cash flows are impacted by changes in certain operating assets and liabilities.

Cash provided by operating activities decreased by $1.5 million for the second quarter of 2008 as compared to the second quarter of 2007. The net decrease in cash flow was primarily attributable to increased levels of accounts receivable, a period over period decline in results of operations as adjusted for non-cash revenue and expense such as gains on sales of assets and depreciation expense, and an increase in other assets offset, in part, by increased levels of accounts payable and accrued liabilities.

The increased levels of accounts receivable reduced cash flow by $1.3 million and primarily represents revenues earned from increased utilization of the Partnership’s two marine vessels during the second quarter of 2008. The period over period net decline in net operating results, as adjusted for non-cash items, decreased cash flow by $954 thousand, and was mainly attributable to the decline in revenue from operating leases and other revenue combined with an increase in vessel maintenance costs. Further, the increase in other assets reduced cash flow by $112 thousand and was primarily due to prepaid insurance on marine vessels.

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Partially offsetting the aforementioned decreases in cash flow was an increase of $851 thousand attributable to increased levels of accounts payable and accrued liabilities. The increase in liabilities was largely due to second quarter 2008 accruals related to marine vessel maintenance and operating costs as well as invoice payables to AFS and affiliates.

Investing Activities

Net cash provided by investing activities decreased by $439 thousand for the second quarter of 2008 as compared to the second quarter of 2007. The net decrease in cash flow reflects a $431 thousand reduction in proceeds from sales of lease assets.

The reduction in proceeds from sales of lease assets was mainly due to the period over period decrease in sales of terminating lease assets, as more assets under leases scheduled for termination were re-leased rather than sold.

Financing Activities

During the second quarter of 2008, no cash was provided by or used in financing activities. During the second quarter of 2007, cash used in financing activities totaled $8.1 million and was primarily comprised of distributions paid to Limited Partners and the General Partner totaling $7.5 million and $608 thousand, respectively.

The six months ended June 30, 2008 versus the six months ended June 30, 2007

Operating Activities

Cash provided by operating activities decreased by $2.1 million for the first six months of 2008 as compared to the first six months of 2007. The net decrease in cash flow was primarily due to a period over period decline in results of operations as adjusted for non-cash revenue and expense such as gains on sales of assets and depreciation expense, increased other asset balances and increased levels of accounts receivable offset, in part, by increased levels of accounts payable and accrued liabilities and increased unearned lease income.

The period over period net decline in net operating results, as adjusted for non-cash items, reduced cash flow by $2.2 million, and was mainly attributable to the decline in operating lease and other revenues combined with an increase in marine vessel maintenance and operating costs. Likewise, the increased levels of accounts receivable decreased cash flow by $265 thousand and was primarily due to a second quarter 2008 rise in revenues earned from increased utilization of the Partnership’s marine vessels offset, in part, by the first quarter 2008 receipt of a $1.1 million payment on a 2007 revenue accrual related to short-term rentals of certain vessels.

Furthermore, the increase in other assets reduced cash flow by $149 thousand and was primarily due to prepaid insurance on marine vessels.

Partially offsetting the aforementioned decreases in cash flow was an increase of $423 thousand attributable to increased levels of accounts payable and accrued liabilities. The net increase in liabilities was largely due to second quarter 2008 accruals related to marine vessel maintenance and operating costs as well as invoice payables to AFS and affiliates offset, in part, by the increased payment activity noted in the first quarter of 2008 due to the payment of 2007 accruals related to maintenance and management fees that were paid during the first quarter of 2008. In addition, cash flow increased by $145 thousand due to an increase in unearned rents received during the first six months of 2008, when compared to the same period in 2007.

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Investing Activities

Net cash provided by investing activities decreased by $1.9 million for the first six months of 2008 as compared to the first six months of 2007. The net decrease in cash flow primarily reflects a reduction in proceeds from sales of lease assets which was mainly due to the period over period decrease in sales of terminating lease assets, as more assets under leases scheduled for termination were re-leased rather than sold.

Financing Activities

Net cash used in financing activities decreased by $6.1 million for the first six months of 2008 as compared to the first six months of 2007. The net decrease in cash used (increase in cash flow) was mainly due to decreases of $5.6 million and $456 thousand in distributions paid to the Limited Partners and the General Partner, respectively.

Results of Operations

The three months ended June 30, 2008 versus the three months ended June 30, 2007

The Partnership had net income of $510 thousand and $984 thousand for three months ended June 30, 2008 and 2007, respectively. The results for the second quarter of 2008 reflect a decrease in total revenues offset, in part, by a decrease in total operating expenses when compared to the second quarter of 2007.

Revenues

Total revenues for the second quarter of 2008 decreased by $979 million, or 27%, as compared to the second quarter of 2007. The net decrease in total revenues was primarily a result of decreases in operating lease revenue, interest income and other income.

During the second quarter of 2008, operating lease revenue decreased by $669 thousand when compared to the second quarter of 2007. The decrease was attributable to continued run-off of the Partnership’s lease portfolio and increased sales of terminating lease assets.

Other income for the second quarter of 2008 declined by $247 thousand when compared to the second quarter of 2007, which included maintenance costs associated with returned equipment that were billed back to certain lessees; and interest income declined by $49 thousand primarily due to a period over period decline in cash held for deposits combined with the impact of the lower interest rate environment.

Expenses

Total expenses for the second quarter of 2008 declined by $513 thousand, or 19%, as compared to the first quarter of 2007. The net decrease in expenses was primarily a result of decreases in depreciation expense, management fees paid to AFS, state franchise and income taxes, and insurance expense totaling $485 thousand, $93 thousand, $77 thousand and $40 thousand, respectively, partially offset by increases in marine vessel maintenance and other operating costs, and railcar maintenance costs totaling $164 thousand and $71 thousand, respectively.

The period over period decrease in depreciation expense was primarily due to run-off of the lease asset portfolio and sales of terminating lease assets. The decrease in management fees paid to AFS was attributable to the continued decline in assets under management during the Fund’s liquidation phase. State franchise and income taxes decreased as the 2007 activity reflects estimated amounts recorded during the second quarter and reversed thereafter during the yearend financial reporting process; insurance expense decreased due to a decline in costs of insuring the Partnership’s marine vessels as well as reduced allocated insurance costs.

Partially offsetting the aforementioned decreases in expenses were increases in marine vessel and railcar maintenance costs. The cost of maintaining and operating the Partnership’s fleet of marine vessels increased mainly due to a rise in vessel activity. Railcar maintenance costs increased mostly due to the timing of repairs required during the second quarter of 2008 as compared to the second quarter of 2007, the aging of the Fund’s lease assets, and the impact of inflation on maintenance costs.

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The six months ended June 30, 2008 versus the six months ended June 30, 2007

The Partnership had a net loss of $698 thousand for the first six months of 2008 as compared to net income of $1.3 million for the first six months of 2007. The results for the first six months of 2008 reflect a decrease in total revenues offset, in part, by a decrease in total operating expenses when compared to the first six months of 2007.

Revenues

Total revenues for the first six months of 2008 decreased by $3.3 million, or 45%, as compared to the first six months of 2007. The net decrease in total revenues was primarily a result of decreases in operating lease revenue, gain recognized on sales of assets, other income and interest income.

Operating lease revenue decreased by $2.3 million during the first six months of 2008 as compared to the same period of 2007. The decrease was attributable to several factors, including the dry dock status of revenue producing vessels during the first quarter of 2008, continued run-off of the Partnership’s lease portfolio, and increased sales of terminating lease assets.

Net gain on sales of assets declined by $565 thousand primarily due to a weak market demand for the types of assets sold during the first half of 2008 as compared to the first half of 2007. Assets sold during the first six months of 2008 were mostly comprised of containers compared to tractors and other material handling equipment sold during the same period in 2007.

Other income for the first six months of 2008 declined by $349 thousand when compared to the same period in 2007, which included maintenance costs associated with returned equipment that were billed back to certain lessees. Interest income declined by $135 thousand primarily due to a period over period decline in cash held for deposits combined with the impact of the lower interest rate environment.

Expenses

Total expenses for the first six months of 2008 declined by $1.4 million, or 22%, as compared to the first six months of 2007. The net decrease in expenses was primarily a result of decreases in the following expenses: depreciation expense, other expense, insurance expense, professional fees, management fees paid to AFS, and state franchise and income taxes offset, in part, by the establishment of a provision for impairment losses during the first quarter of 2008.

The period over period decrease in depreciation expense totaled $1.1 million and was primarily due to run-off of the lease asset portfolio and sales of terminating lease assets. Other expense declined by $176 thousand mostly due to a decline in management fees associated with the Partnership’s fleet of barges; and insurance expense decreased by $90 thousand due to a decline in costs of insuring the Partnership’s marine vessels as well as reduced allocated insurance costs.

Moreover, professional fees decreased by $88 thousand primarily due to the elimination of costs associated with the audit and restatement of the Partnership’s prior year financial statements, which were largely completed during the second quarter of 2007. Management fees paid to AFS declined by $81 thousand and were attributable to the continued decline in assets under management during the Fund’s liquidation phase; and state franchise and income taxes decreased by $77 thousand as the 2007 activity reflects estimated amounts recorded during the second quarter and reversed thereafter during the yearend financial reporting process.

Partially offsetting the aforementioned decreases in expenses was an increase in the provision for impairment losses. During the first quarter of 2008, the Partnership established a $200 thousand impairment loss reserve related to impaired refrigerated containers.

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Item 4. Controls and procedures.

Evaluation of disclosure controls and procedures

The Partnership’s General Partner’s Chief Executive Officer, and Executive Vice President and Chief Financial Officer and Chief Operating Officer (“Management”), evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this report. Based on the evaluation of the Partnership’s disclosure controls and procedures, the Chief Executive Officer and Executive Vice President and Chief Financial Officer and Chief Operating Officer concluded that as of the end of the period covered by this report, the design and operation of these disclosure controls and procedures were effective.

The Partnership does not control the financial reporting process, and is solely dependent on the Management of the General Partner, who is responsible for providing the Partnership with financial statements in accordance with generally accepted accounting principles in the United States. The General Partner’s disclosure controls and procedures, as it is applicable to the Partnership, were effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

Changes in internal control

There were no changes in the General Partner’s internal control over financial reporting, as it is applicable to the Partnership, during the quarter ended June 30, 2008 that have materially affected, or are reasonably likely to materially affect, the General Partner’s internal control over financial reporting, as it is applicable to the Partnership.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

In the ordinary course of conducting business, there may be certain claims, suits, and complaints filed against the Partnership. In the opinion of management, the outcome of such matters, if any, will not have a material impact on the Partnership’s financial position or results of operations. No material legal proceedings are currently pending against the Partnership or against any of its assets.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission Of Matters To A Vote Of Security Holders.

None.

Item 5. Other Information.

None.

Item 6. Exhibits.

Documents filed as a part of this report:

1. Financial Statement Schedules

All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are not applicable, and therefore have been omitted.

2. Other Exhibits

31.1	Rule 13a-14(a)/ 15d-14(a) Certification of Dean L. Cash
31.2	Rule 13a-14(a)/ 15d-14(a) Certification of Paritosh K. Choksi
32.1	Certification Pursuant to 18 U.S.C. section 1350 of Dean L. Cash
32.2	Certification Pursuant to 18 U.S.C. section 1350 of Paritosh K. Choksi

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SIGNATURES

Pursuant to the requirements 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.

Date: August 13, 2008

			ATEL CAPITAL EQUIPMENT FUND VII, L.P.
			(Registrant)
By:	ATEL Financial Services, LLC
	General Partner of Registrant
		By:	/s/ Dean L. Cash
			Dean L. Cash
			President and Chief Executive Officer of ATEL Financial Services, LLC (General Partner)
		By:	/s/ Paritosh K. Choksi
			Paritosh K. Choksi
			Executive Vice President and Chief Financial Officer and Chief Operating Officer of ATEL Financial Services, LLC (General Partner)
		By:	/s/ Samuel Schussler
			Samuel Schussler
			Vice President and Chief Accounting Officer of ATEL Financial Services, LLC (General Partner)

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