Cit Equipment Collateral 2006-Vt2 Sample Contracts

CIT EQUIPMENT COLLATERAL 2006-VT2, as Issuer, and DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely in its capacity as Indenture Trustee
Cit Equipment Collateral 2006-Vt2 • November 28th, 2006 • Asset-backed securities • New York

This Indenture, dated as of October 1, 2006 (this “Indenture”), is between CIT EQUIPMENT COLLATERAL 2006-VT2, a Delaware statutory trust (the “Issuer”) and Deutsche Bank Trust Company Americas, in its capacity as indenture trustee (the “Indenture Trustee”) and not in its individual capacity.

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POOLING AND SERVICING AGREEMENT among CIT EQUIPMENT COLLATERAL 2006-VT2, as Trust, CIT FUNDING COMPANY, LLC, as Depositor, and CIT FINANCIAL USA, INC., in its individual capacity, and as Servicer Dated as of October 1, 2006
Pooling and Servicing Agreement • November 28th, 2006 • Cit Equipment Collateral 2006-Vt2 • Asset-backed securities • New York

This POOLING AND SERVICING AGREEMENT dated as of October 1, 2006 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is among CIT Equipment Collateral 2006-VT2, a Delaware statutory trust (together with its successors and assigns, the “Trust”), CIT Funding Company, LLC, a Delaware limited liability company (together with its successors and assigns, the “Depositor”) and CIT Financial USA, Inc., a Delaware corporation (together with its successors and assigns, “CFUSA” and in its capacity as servicer hereunder the “Servicer”).

AMENDED AND RESTATED TRUST AGREEMENT by and between CIT FUNDING COMPANY, LLC as Depositor, and THE BANK OF NEW YORK (DELAWARE) as Owner Trustee Dated as of October 1, 2006 CIT EQUIPMENT COLLATERAL 2006-VT2
Trust Agreement • November 28th, 2006 • Cit Equipment Collateral 2006-Vt2 • Asset-backed securities • Delaware

This AMENDED AND RESTATED TRUST AGREEMENT dated as of October 1, 2006 is made by and between CIT Funding Company, LLC, a Delaware limited liability company, as Depositor (the “Depositor”), and The Bank of New York (Delaware), a Delaware banking corporation, as owner trustee (the “Owner Trustee”).

ADMINISTRATION AGREEMENT among CIT EQUIPMENT COLLATERAL 2006-VT2 as Issuer, CIT FINANCIAL USA, INC., as Administrator, CIT FUNDING COMPANY, LLC, as Depositor, and DEUTSCHE BANK TRUST COMPANY AMERICAS as Indenture Trustee Dated as of October 1, 2006
Administration Agreement • November 28th, 2006 • Cit Equipment Collateral 2006-Vt2 • Asset-backed securities • New York

This Administration Agreement, dated as of October 1, 2006 (this “Agreement”), is among CIT Equipment Collateral 2006-VT2 (the “Issuer”), CIT Financial USA, Inc. (together with its successors and assigns, “CFUSA” and in its capacity as administrator, the “Administrator”), CIT Funding Company, LLC (together with its successors and assigns, the “Depositor”), and Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Indenture Trustee (together with its successors and assigns, the “Indenture Trustee”).

CERTIFICATION OF SERVICER PURSUANT TO ITEM 1123 OF REGULATION AB
Pooling and Servicing Agreement • April 2nd, 2007 • Cit Equipment Collateral 2006-Vt2 • Asset-backed securities

I, Kiran R. Kapur, Executive Vice President of CIT Communications Finance Corporation (the “Sub-Servicer”), hereby certify that:

CERTIFICATION OF SERVICER PURSUANT TO ITEM 1123 OF REGULATION AB
Cit Equipment Collateral 2006-Vt2 • April 2nd, 2007 • Asset-backed securities

I, Nicholas Michael Small, Assistant Controller of CIT Technology Financing Services, Inc. (the “Sub-Servicer”), hereby certify that:

CERTIFICATION OF SERVICER PURSUANT TO ITEM 1123 OF REGULATION AB
Pooling and Servicing Agreement • April 2nd, 2007 • Cit Equipment Collateral 2006-Vt2 • Asset-backed securities

A review of the activities of the Servicer during the period from November 22, 2006 through December 31, 2006 (the “Reporting Period”) and of the performance of the Servicer under the Agreement has been made under my supervision; and

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