CIT Equipment Collateral 2008-Vt1 Sample Contracts

POOLING AND SERVICING AGREEMENT among CIT EQUIPMENT COLLATERAL 2008-VT1, as Trust, CIT FUNDING COMPANY, LLC, as Depositor, and CIT FINANCIAL USA, INC., in its individual capacity, and as Servicer Dated as of April 1, 2008
Pooling and Servicing Agreement • May 16th, 2008 • CIT Equipment Collateral 2008-Vt1 • Asset-backed securities • New York

This POOLING AND SERVICING AGREEMENT dated as of April 1, 2008, is among CIT Equipment Collateral 2008-VT1, 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”).

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AMENDED AND RESTATED TRUST AGREEMENT by and between CIT FUNDING COMPANY, LLC as Depositor, and DEUTSCHE BANK TRUST COMPANY DELAWARE as Owner Trustee Dated as of April 1, 2008 CIT EQUIPMENT COLLATERAL 2008-VT1
Trust Agreement • May 16th, 2008 • CIT Equipment Collateral 2008-Vt1 • Asset-backed securities • Delaware

This AMENDED AND RESTATED TRUST AGREEMENT dated as of April 1, 2008 is made by and between CIT Funding Company, LLC, a Delaware limited liability company, as Depositor (the “Depositor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”).

ADMINISTRATION AGREEMENT among CIT EQUIPMENT COLLATERAL 2008-VT1 as Issuer, CIT FINANCIAL USA, INC., as Administrator, CIT FUNDING COMPANY, LLC, as Depositor, and MANUFACTURERS AND TRADERS TRUST COMPANY as Indenture Trustee Dated as of April 1, 2008
Administration Agreement • May 16th, 2008 • CIT Equipment Collateral 2008-Vt1 • Asset-backed securities • New York

This Administration Agreement, dated as of April 1, 2008 (this “Agreement”), is among CIT Equipment Collateral 2008-VT1 (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 Manufacturers and Traders Trust Company, not in its individual capacity but solely as Indenture Trustee (together with its successors and assigns, the “Indenture Trustee”).

CIT EQUIPMENT COLLATERAL 2008-VT1, as Issuer, and MANUFACTURERS AND TRADERS TRUST COMPANY not in its individual capacity but solely in its capacity as Indenture Trustee
Indenture • May 16th, 2008 • CIT Equipment Collateral 2008-Vt1 • Asset-backed securities • New York

This Indenture, dated as of April 1, 2008 (this “Indenture”), is between CIT EQUIPMENT COLLATERAL 2008-VT1, a Delaware statutory trust (the “Issuer”) and Manufacturers and Traders Trust Company, in its capacity as indenture trustee (the “Indenture Trustee”) and not in its individual capacity.

UNDERWRITING AGREEMENT
Underwriting Agreement • May 16th, 2008 • CIT Equipment Collateral 2008-Vt1 • Asset-backed securities • New York
Re: Pooling and Servicing Agreement, dated as of April 1, 2008, among CIT Equipment Collateral 2008-VT1, as Trust, CIT Funding Company, LLC, as Depositor, and CIT Financial USA, Inc., in its individual capacity and as Servicer (the “Agreement”).
Pooling and Servicing Agreement • March 30th, 2009 • CIT Equipment Collateral 2008-Vt1 • Asset-backed securities

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

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