CIT Equipment Collateral 2006-Vt1 Sample Contracts

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
Pooling and Servicing Agreement • April 10th, 2006 • CIT Equipment Collateral 2006-Vt1 • Asset-backed securities • New York

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”).

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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
Administration Agreement • April 10th, 2006 • CIT Equipment Collateral 2006-Vt1 • Asset-backed securities • New York

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”).

CERTIFICATION OF SERVICER PURSUANT TO ITEM 1123 OF REGULATION AB
CIT Equipment Collateral 2006-Vt1 • April 2nd, 2007 • Asset-backed securities

A review of the activities of the Servicer during the period from March 23, 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

CERTIFICATION OF SERVICER PURSUANT TO ITEM 1123 OF REGULATION AB
CIT Equipment Collateral 2006-Vt1 • 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
CIT Equipment Collateral 2006-Vt1 • April 2nd, 2007 • 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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