Nct Funding Co Llc Sample Contracts

Cit Funding Co, Llc – SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 Statement of eligibility under the Trust Indenture Act of 1939 of a Corporation designated to act as Trustee Check if an application to determine eligibility of a Trustee pursuant to Section 305(b)(2)______ MANUFACTURERS AND TRADERS TRUST COMPANY (Exact name of trustee as specified in its charter) New York 16-0538020 (Jurisdiction of incorporation (I.R.S. employer or organization if not a national bank) identification No.) One M&T Plaza Buffalo, New York 14203-2399 (Address of principal executive offices) (Zip Code) Robert D. B (May 7th, 2008)

Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, Manufacturers and Traders Trust Company, a trust company organized and existing under the laws of the State of New York, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Baltimore, and State of Maryland, on the 6th day of May, 2008.

Cit Funding Co, Llc – UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM T-1 (November 22nd, 2006)
Cit Funding Co, Llc – CIT EQUIPMENT COLLATERAL 2006-VT1, as Issuer, and THE BANK OF NEW YORK, not in its individual capacity but solely in its capacity as Indenture Trustee (March 27th, 2006)

This Indenture, dated as of February 1, 2006 (this “Indenture”), is between CIT EQUIPMENT COLLATERAL 2006-VT1, a Delaware statutory trust (the “Issuer”) and The Bank of New York, in its capacity as indenture trustee (the “Indenture Trustee”) and not in its individual capacity.

Cit Funding Co, Llc – UNDERWRITING AGREEMENT (March 27th, 2006)

Merrill Lynch, Pierce, Fenner & Smith Incorporated as a Representative for the Underwriters 24 World Financial Center, 10th Floor New York, NY 10080

Cit Funding Co, Llc – POOLING AND SERVICING AGREEMENT among CIT EQUIPMENT COLLATERAL 2006-VT1, as Trust, CIT FUNDING COMPANY, LLC, as Depositor, and CIT FINANCIAL USA INC., in its individual capacity, and as Servicer Dated as of February 1, 2006 (March 27th, 2006)

This POOLING AND SERVICING AGREEMENT dated as of February 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-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”).

Cit Funding Co, Llc – AMENDED AND RESTATED TRUST AGREEMENT by and between CIT FUNDING COMPANY, LLC as Depositor, and CHASE BANK USA, NATIONAL ASSOCIATION as Owner Trustee Dated as of February 1, 2006 CIT EQUIPMENT COLLATERAL 2006-VT1 (March 27th, 2006)

This AMENDED AND RESTATED TRUST AGREEMENT dated as of February 1, 2006 is made by and between CIT Funding Company, LLC, a Delaware limited liability company, as Depositor (the “Depositor”), and Chase Bank USA, National Association, a national banking association, as owner trustee (the “Owner Trustee”).

Cit Funding Co, Llc – ADMINISTRATION AGREEMENT among CIT EQUIPMENT COLLATERAL 2006-VT1 as Issuer, CIT FINANCIAL USA, INC., as Administrator, CIT FUNDING COMPANY, LLC, as Depositor, and THE BANK OF NEW YORK as Indenture Trustee Dated as of February 1, 2006 (March 27th, 2006)

This Administration Agreement, dated as of February 1, 2006 (this “Agreement”), is among CIT Equipment Collateral 2006-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 The Bank of New York, not in its individual capacity but solely as Indenture Trustee (together with its successors and assigns, the “Indenture Trustee”).

Cit Funding Co, Llc – POOLING AND SERVICING AGREEMENT among [ ], as Trust, CIT FUNDING COMPANY, LLC, as Depositor, CIT FINANCIAL USA, INC., in its individual capacity, and [THE CIT GROUP/EQUIPMENT FINANCING, INC.], as Servicer Dated as of [ ] (February 10th, 2006)

This POOLING AND SERVICING AGREEMENT dated as of [ ] (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is among [ ], 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”), CIT Financial USA, Inc. (together with its successors and assigns, “CFUSA”) and [The CIT Group/Equipment Financing, Inc., a Delaware corporation (together with its successors and assigns, “CITEF”)], and in its capacity as servicer hereunder (the “Servicer”).

Cit Funding Co, Llc – INDENTURE (September 7th, 2005)

EXHIBIT 4.1 CIT EQUIPMENT COLLATERAL 2005-EF1, as Issuer, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely in its capacity as Indenture Trustee ---------- INDENTURE Dated as of July 1, 2005 ---------- $152,000,000 3.852% Class A-1 Receivable-Backed Notes $113,000,000 4.30% Class A-2 Receivable-Backed Notes $189,000,000 4.42% Class A-3 Receivable-Backed Notes $82,100,000 Floating Rate Class A-4 Receivable-Backed Notes $12,382,000 4.71% Class B Receivable-Backed Notes $20,050,000 4.78% Class

Cit Funding Co, Llc – TRUST AGREEMENT (August 31st, 2005)

AMENDED AND RESTATED TRUST AGREEMENT by and among CIT FUNDING COMPANY, LLC as Depositor, THE BANK OF NEW YORK as Owner Trustee, and THE BANK OF NEW YORK (DELAWARE) as Delaware Trustee Dated as of July 1, 2005 CIT EQUIPMENT COLLATERAL 2005-EF1 TABLE OF CONTENTS Page ----

Cit Funding Co, Llc – ADMINISTRATION AGREEMENT (August 31st, 2005)

================================================================================ ADMINISTRATION AGREEMENT among CIT EQUIPMENT COLLATERAL 2005-EF1 as Issuer, THE CIT GROUP/EQUIPMENT FINANCING, INC., as Administrator CIT FUNDING COMPANY, LLC, as Depositor, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as Indenture Trustee Dated as of July 1, 2005 ================================================================================ TABLE OF CONTENTS Page

Cit Funding Co, Llc – UNDERWRITING AGREEMENT (August 31st, 2005)

CIT EQUIPMENT COLLATERAL 2005-EF1 OWNER TRUST RECEIVABLE -BACKED NOTES $ 152,000,000 3.852% Receivable-Backed Notes, Class A-1 $ 113,000,000 4.30% Receivable-Backed Notes, Class A-2 $ 189,000,000 4.42% Receivable-Backed Notes, Class A-3 $ 82,100,000 Floating Receivable-Backed Notes, Class A-4 $ 12,382,000 4.71% Receivable-Backed Notes, Class B $ 20,050,000 4.78% Receivable-Backed Notes, Class C $ 21,228,735 5.10% Receivable-Backed Notes, Class D UNDERWRITING AGREEMENT August 17, 2005 Banc of America Securities LLC as a Representative for the Underwriters Hearst Tower 214 North Tryon Street Charlotte, North Carolina 28255-0001 Barclays Capital Inc. as a Representative for the Underwriters 222 Broa

Cit Funding Co, Llc – POOLING AND SERVICING AGREEMENT (August 31st, 2005)

================================================================================ POOLING AND SERVICING AGREEMENT among CIT EQUIPMENT COLLATERAL 2005-EF1, as Trust, CIT FUNDING COMPANY, LLC, as Depositor, CIT FINANCIAL USA, INC., in its individual capacity, and THE CIT GROUP/EQUIPMENT FINANCING, INC., as Servicer Dated as of July 1, 2005 ================================================================================ TABLE OF CONTENTS Page

Cit Funding Co, Llc – Page ---- PROSPECTUS SUMMARY.......................................... 4 RISK FACTORS................................................ 13 THE DEPOSITOR............................................... 25 THE OWNER TRUSTS............................................ 26 CIT FINANCIAL USA, INC., THE SELLER AND SERVICER............ 27 CIT GROUP INC............................................... 29 THE ORIGINATORS............................................. 29 THE CONTRACTS............................................... 38 DESCRIPTION OF THE NOTES AND INDENTURE...................... 59 DESCRIPTION OF (August 17th, 2005)

Exhibit 99.1 PROSPECTUS CIT FUNDING COMPANY, LLC Receivable-Backed Notes (Issuable in Series) CIT FUNDING COMPANY, LLC Depositor The depositor will form an owner trust for each series of notes. Each owner trust will offer receivable-backed notes under this prospectus and a prospectus supplement. The prospectus supplement will be prepared separately for each series of notes. Each series may include one or more classes of notes. Each owner trust will use the note sale proceeds to acquire a pool of contracts which the depositor will simultaneously transfer to the owner trust. The right of each class of notes to receive payments may be senior or subordinate to the rights of one or more of the other classes of notes. The rate of payment on the notes of any class will depend on the priority of payment of the class and the rate and timing of payments of the related contracts. The notes of each series will be obligations of the related owner trust only. ------------------- Consider carefully t

Cit Funding Co, Llc – UNDERWRITING AGREEMENT (April 5th, 2005)

CIT EQUIPMENT COLLATERAL 2005-VT1 OWNER TRUST RECEIVABLE -BACKED NOTES $205,000,000 3.07275% Receivable-Backed Notes, Class A-1 $232,000,000 3.76% Receivable-Backed Notes, Class A-2 $211,000,000 4.12% Receivable-Backed Notes, Class A-3 $ 93,070,000 4.36% Receivable-Backed Notes, Class A-4 $ 18,080,000 4.09% Receivable-Backed Notes, Class B $ 16,070,000 4.18% Receivable-Backed Notes, Class C $ 28,119,898 4.51% Receivable-Backed Notes, Class D UNDERWRITING AGREEMENT March 15, 2005 J.P. Morgan Securities Inc. as a Representative for the Underwriters 270 Park Avenue, 10th Floor New York, New York 10017 Wachovia Capital Markets, LLC as a Representative for the

Cit Funding Co, Llc – TRUST AGREEMENT (April 5th, 2005)

EXECUTION VERSION AMENDED AND RESTATED TRUST AGREEMENT between CIT FUNDING COMPANY, LLC as Trust Depositor, and DEUTSCHE BANK TRUST COMPANY DELAWARE as Owner Trustee Dated as of February 1, 2005 CIT EQUIPMENT COLLATERAL 2005-VT1 TABLE OF CONTENTS Page ---- ARTICLE I DEFINITIONS.........................................................1 Section 1.01 De

Cit Funding Co, Llc – ADMINISTRATION AGREEMENT (April 5th, 2005)

EXECUTION VERSION -------------------------------------------------------------------------------- ADMINISTRATION AGREEMENT among CIT EQUIPMENT COLLATERAL 2005-VT1, as Issuer, CIT FINANCIAL USA, INC., as Administrator CIT FUNDING COMPANY, LLC, as Trust Depositor, and THE BANK OF NEW YORK, as Indenture Trustee Dated as of February 1, 2005 -------------------------------------------------------------------------------- TABLE OF CONTENTS P

Cit Funding Co, Llc – POOLING AND SERVICING AGREEMENT (April 5th, 2005)

EXECUTION VERSION -------------------------------------------------------------------------------- POOLING AND SERVICING AGREEMENT among CIT EQUIPMENT COLLATERAL 2005-VT1 as Issuer, CIT FUNDING COMPANY, LLC as Depositor, CIT FINANCIAL USA, INC. in its individual capacity and as Servicer Dated as of February 1, 2005 -------------------------------------------------------------------------------- TABLE OF CONTENTS Page ----

Cit Funding Co, Llc – AMENDED AND RESTATED TRUST AGREEMENT by and between CIT FUNDING COMPANY, LLC as Trust Depositor, and [_______________] as Owner Trustee Dated as of [__________], 200[_] CIT EQUIPMENT COLLATERAL [____-__] (January 25th, 2005)

This AMENDED AND RESTATED TRUST AGREEMENT dated as of [__________], 200[_] is made by and between CIT Funding Company, LLC, a Delaware limited liability company, as Trust Depositor (the “Trust Depositor”), and [_______________], as Owner Trustee.

Cit Funding Co, Llc – POOLING AND SERVICING AGREEMENT among CIT EQUIPMENT COLLATERAL [____-__], as Issuer, CIT FUNDING COMPANY, LLC, as Depositor, CIT FINANCIAL USA, INC., in its individual capacity, and THE CIT GROUP/EQUIPMENT FINANCING, INC. as Servicer Dated as of [__________], 200[_] (January 25th, 2005)

This POOLING AND SERVICING AGREEMENT, dated as of [__________], 200[_], is among CIT Equipment Collateral [____-__], a Delaware statutory trust (together with its successors and assigns, the “Issuer” or the “Trust”), CIT Funding Company, LLC, a Delaware limited liability company (together with its successors and assigns, the “Depositor”), CIT Financial USA, Inc. (together with its successors and assigns, “CFUSA”) and The CIT Group/Equipment Financing, Inc., a Delaware corporation (together with its successors and assigns, the “Servicer”).

Cit Funding Co, Llc – CIT EQUIPMENT COLLATERAL [____-__], as Issuer, and [_______________], not in its individual capacity but solely in its capacity as Indenture Trustee ___________________________________ INDENTURE Dated as of [__________], 200[_] ___________________________________ (January 25th, 2005)

This Indenture, dated as of [__ ________], 200[_] (this “Indenture”), is between CIT EQUIPMENT COLLATERAL [____-__], a Delaware statutory trust (the “Issuer”) and [_______________], in its capacity as indenture trustee (the “Indenture Trustee”) and not in its individual capacity.

Nct Funding Co Llc – POOLING AND SERVICING AGREEMENT (July 2nd, 2004)

EXHIBIT 4.2 ================================================================================ POOLING AND SERVICING AGREEMENT among CIT EQUIPMENT COLLATERAL 2004-EF1, as Issuer, NCT FUNDING COMPANY, L.L.C., as Depositor, CIT FINANCIAL USA, INC., in its individual capacity, and THE CIT GROUP/EQUIPMENT FINANCING, INC. as Servicer Dated as of May 1, 2004 ================================================================================ TABLE OF CONTENTS Page

Nct Funding Co Llc – UNDERWRITING AGREEMENT (July 2nd, 2004)

EXHIBIT 1.1 CIT EQUIPMENT COLLATERAL 2004-EF1 OWNER TRUST RECEIVABLE-BACKED NOTES $141,000,000 1.63% Receivable-Backed Notes, Class A-1 $ 90,000,000 2.57% Receivable-Backed Notes, Class A-2 $172,276,000 3.50% Receivable-Backed Notes, Class A-3 $ 16,992,000 2.99% Receivable-Backed Notes, Class B $ 16,992,000 4.14% Receivable-Backed Notes, Class C $ 15,859,654 4.68% Receivable-Backed Notes, Class D UNDERWRITING AGREEMENT ---------------------- June 15, 2004 Citigroup Global Markets Inc. as a Representative for the Underwriters 390 Greenwich Street New York, New York 10013 Credit Suisse First Boston LLC as a Representative for the Underwriters 11 Madison Ave

Nct Funding Co Llc – ADMINISTRATION AGREEMENT (July 2nd, 2004)

EXHIBIT 10.1 -------------------------------------------------------------------------------- ADMINISTRATION AGREEMENT among CIT EQUIPMENT COLLATERAL 2004-EF1 as Issuer, THE CIT GROUP/EQUIPMENT FINANCING, INC. , as Administrator NCT FUNDING COMPANY, L.L.C., as Trust Depositor, and JPMORGAN CHASE BANK as Indenture Trustee Dated as of May 1, 2004 -------------------------------------------------------------------------------- TABLE OF CONTENTS

Nct Funding Co Llc – TRUST AGREEMENT (July 2nd, 2004)

EXHIBIT 4.1 AMENDED AND RESTATED TRUST AGREEMENT by and between NCT FUNDING COMPANY, L.L.C. as Trust Depositor, and DEUTSCHE BANK TRUST COMPANY DELAWARE as Owner Trustee Dated as of May 1, 2004 CIT EQUIPMENT COLLATERAL 2004-EF1 TABLE OF CONTENTS Page ---- ARTICLE I DEFINITIONS.........................................................1 Section 1.01

Nct Funding Co Llc – UNDERWRITING AGREEMENT (March 24th, 2004)

Exhibit 1.1 CIT EQUIPMENT COLLATERAL 2004-VT1 OWNER TRUST RECEIVABLE-BACKED NOTES $ 311,000,000 1.12% Receivable-Backed Notes, Class A-1 $ 150,000,000 1.54% Receivable-Backed Notes, Class A-2 $ 345,000,000 2.20% Receivable-Backed Notes, Class A-3 $ 57,080,000 2.70% Receivable-Backed Notes, Class A-4 $ 25,730,000 1.96% Receivable-Backed Notes, Class B $ 14,030,000 2.10% Receivable-Backed Notes, Class C $ 32,746,370 2.83% Receivable-Backed Notes, Class D UNDERWRITING AGREEMENT March 3, 2004 Deutsche Bank Securities Inc. as a Representative for the Underwriters 60 Wall Street, 19th Floor New York, New York 10005 Banc of America Securit

Nct Funding Co Llc – ADMINISTRATION AGREEMENT (March 24th, 2004)

Exhibit 10.2 EXECUTION COPY ================================================================================ ADMINISTRATION AGREEMENT among CIT EQUIPMENT COLLATERAL 2004-VT1, as Issuer, CIT FINANCIAL USA, INC., as Administrator NCT FUNDING COMPANY, L.L.C., as Trust Depositor, and JPMORGAN CHASE BANK, as Indenture Trustee Dated as of February 1, 2004 ================================================================================ TABLE OF CONTENTS

Nct Funding Co Llc – TRUST AGREEMENT (March 24th, 2004)

Exhibit 4.1 EXECUTION COPY AMENDED AND RESTATED TRUST AGREEMENT by and among NCT FUNDING COMPANY, L.L.C. as Trust Depositor, THE BANK OF NEW YORK (DELAWARE) as Delaware Trustee and THE BANK OF NEW YORK as Owner Trustee Dated as of February 1, 2004 CIT EQUIPMENT COLLATERAL 2004-VT1 TABLE OF CONTENTS Page

Nct Funding Co Llc – LOAN AGREEMENT (March 24th, 2004)

Exhibit 10.1 EXECUTION COPY LOAN AGREEMENT Among CIT EQUIPMENT COLLATERAL 2004-VT1, as the Trust, JPMORGAN CHASE BANK, as Indenture Trustee, NCT FUNDING COMPANY, L.L.C., as Trust Depositor, CIT FINANCIAL USA, INC., in its individual capacity and as Servicer, THE LENDER PARTIES HERETO, FROM TIME TO TIME, as Lenders, and CAPITA CORPORATION, as Agent Dated as of February 1, 20

Nct Funding Co Llc – POOLING AND SERVICING AGREEMENT (March 24th, 2004)

Exhibit 4.2 EXECUTION COPY ================================================================================ POOLING AND SERVICING AGREEMENT among CIT EQUIPMENT COLLATERAL 2004-VT1 as Issuer, NCT FUNDING COMPANY, L.L.C., as Depositor, CIT FINANCIAL USA, INC. in its individual capacity and as Servicer Dated as of February 1, 2004 ================================================================================ TABLE OF CONTENTS Page

Nct Funding Co Llc – Term Sheet Dated March 2, 2004 (March 4th, 2004)

$936,723,219 (Approximate) CIT EQUIPMENT COLLATERAL 2004-VT1 Owner Trust Receivable-Backed Notes NCT FUNDING COMPANY, L.L.C. Depositor CIT Financial USA, Inc. Servicer The depositor and servicer are subsidiaries of CIT Group Inc. [CIT LOGO] Subject to Revision Term Sheet Dated March 2, 2004 This Collateral and Structural Term Sheet (the "material") is for your private information and Deutsche Bank Securities Inc. (the "Underwriter") is not soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdicti

Nct Funding Co Llc – TRUST AGREEMENT (October 3rd, 2003)

EXHIBIT 4.1 AMENDED AND RESTATED TRUST AGREEMENT by and between NCT FUNDING COMPANY, L.L.C. as Trust Depositor, and M&T TRUST COMPANY OF DELAWARE as Owner Trustee Dated as of August 1, 2003 CIT EQUIPMENT COLLATERAL 2003-EF1 TABLE OF CONTENTS Page ---- ARTICLE I DEFINITIONS................................

Nct Funding Co Llc – POOLING AND SERVICING AGREEMENT (October 3rd, 2003)

EXHIBIT 4.2 ================================================================================ POOLING AND SERVICING AGREEMENT among CIT EQUIPMENT COLLATERAL 2003-EF1, as Issuer, NCT FUNDING COMPANY, L.L.C., as Depositor, CIT FINANCIAL USA, INC., in its individual capacity, and THE CIT GROUP/EQUIPMENT FINANCING, INC. as Servicer Dated as of August 1, 2003 ================================================================================ TABLE OF CONTENTS Page

Nct Funding Co Llc – ADMINISTRATION AGREEMENT (October 3rd, 2003)

EXHIBIT 10.1 -------------------------------------------------------------------------------- ADMINISTRATION AGREEMENT among CIT EQUIPMENT COLLATERAL 2003-EF1 as Issuer, THE CIT GROUP/EQUIPMENT FINANCING, INC. , as Administrator NCT FUNDING COMPANY, L.L.C., as Trust Depositor, and THE BANK OF NEW YORK as Indenture Trustee Dated as of August 1, 2003 -------------------------------------------------------------------------------- TABLE OF CONTENTS Page

Nct Funding Co Llc – UNDERWRITING AGREEMENT (October 3rd, 2003)

EXHIBIT 1.1 CIT EQUIPMENT COLLATERAL 2003-EF1 OWNER TRUST RECEIVABLE -BACKED NOTES $275,000,000 1.13875% Receivable-Backed Notes, Class A-1 $157,000,000 1.49000% Receivable-Backed Notes, Class A-2 $287,253,376 Floating Rate Receivable-Backed Notes, Class A-3 $ 21,750,000 2.29000% Receivable-Backed Notes, Class B $ 23,710,929 3.98000% Receivable-Backed Notes, Class C UNDERWRITING AGREEMENT ---------------------- September 17, 2003 Wachovia Capital Markets, LLC as a Representative for the Underwriters One Wachovia Center 301 South College Street Charlotte, North Carolina 28288 J.P. Morgan Securities Inc. as a Representative for the Underwriters 270 Park Avenue, 10th Floor New York, New York 10017 Dear Sirs: