POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 8/31/2005

POOLING AND SERVICING AGREEMENT, Parties: cit funding co llc , cit funding company llc , the cit group/equipment financing inc.

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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

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TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS................................................................................1

Section 1.01 Definitions.......................................................................1

Section 1.02 Usage of Terms...................................................................37

Section 1.03 Section References...............................................................37

Section 1.04 Accounting Terms.................................................................37

ARTICLE II FUNDINGS OF TRUST; TRANSFERS OF CONTRACTS.................................................37

Section 2.01 Creation and Funding of Trust; Transfer of Transferred Assets to Trust...........37

Section 2.02 Acceptance by Trust..............................................................38

Section 2.03 Conveyance of Substitute Contracts...............................................39

Section 2.04 Release of Excluded Amounts......................................................40

Section 2.05 Waiver...........................................................................41

ARTICLE III REPRESENTATIONS AND WARRANTIES............................................................41

Section 3.01 Representations and Warranties of CFUSA..........................................41

Section 3.02 Representations and Warranties of the Depositor..................................41

Section 3.03 Representations and Warranties of the Servicer...................................44

ARTICLE IV PERFECTION OF TRANSFERS AND PROTECTION OF SECURITY INTERESTS..............................46

Section 4.01 Custody of Contracts.............................................................46

Section 4.02 Filings..........................................................................47

Section 4.03 Name Change or Relocation........................................................47

Section 4.04 Maintenance of Security Interests in Vehicles; Retitling.........................48

ARTICLE V SERVICING OF CONTRACTS....................................................................49

Section 5.01 Initial Servicer's Appointment and Acceptance; Responsibility for Contract

Administration...................................................................49

Section 5.02 General Duties...................................................................49

Section 5.03 Assignment or Replacement........................................................50

Section 5.04 Disposition Upon Termination of Contract.........................................50

Section 5.05 Subservicers.....................................................................50

Section 5.06 Further Assurance................................................................50

Section 5.07 Notice to Obligors...............................................................50

Section 5.08 Collection Efforts; Modification of Contracts....................................51

Section 5.09 Prepayments of Certain Contracts.................................................52

Section 5.10 Certain Extensions; Acceleration.................................................52

Section 5.11 Taxes and Other Amounts..........................................................52

Section 5.12 Suits by Servicer................................................................52

Section 5.13 Remittances......................................................................53

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Section 5.14 Servicer Advances................................................................53

Section 5.15 Realization Upon Liquidated Contract.............................................53

Section 5.16 Maintenance of Insurance Policies................................................53

Section 5.17 Certain Other Duties With Respect to Trust.......................................53

Section 5.18 Servicing Compensation...........................................................54

Section 5.19 Payment of Certain Expenses by Servicer..........................................54

Section 5.20 Records..........................................................................54

Section 5.21 Inspection.......................................................................54

Section 5.22 Trust To Cooperate in Releases...................................................55

Section 5.23 Separate Entity Existence........................................................55

Section 5.24 Assignment of Servicing..........................................................55

ARTICLE VI COVENANTS OF THE DEPOSITOR................................................................55

Section 6.01 LLC Existence....................................................................55

Section 6.02 Contracts Not to be Evidenced by Promissory Notes................................56

Section 6.03 Security Interests...............................................................56

Section 6.04 Delivery of Collections..........................................................56

Section 6.05 Regulatory Filings...............................................................56

Section 6.06 Compliance With Law..............................................................56

Section 6.07 Activities.......................................................................56

Section 6.08 Indebtedness.....................................................................57

Section 6.09 Guarantees.......................................................................57

Section 6.10 Investments......................................................................57

Section 6.11 Merger; Transfers................................................................57

Section 6.12 Payments.........................................................................57

Section 6.13 Other Agreements.................................................................57

Section 6.14 Separate Entity Existence........................................................58

Section 6.15 Location; Records................................................................59

Section 6.16 Liability of Depositor; Indemnities..............................................59

Section 6.17 Bankruptcy Limitations...........................................................61

Section 6.18 Limitation on Liability of Depositor and Others..................................61

ARTICLE VII ESTABLISHMENT OF ACCOUNTS; PAYMENTS.......................................................61

Section 7.01 Trust Accounts; Collections......................................................61

Section 7.02 Reserve Account..................................................................63

Section 7.03 Trust Account Procedures.........................................................63

Section 7.04 Securityholder Payments..........................................................64

Section 7.05 Allocations and Payments.........................................................64

Section 7.06 Repurchases of, or Substitution for, Contracts for Breach of Representations

and Warranties...................................................................70

Section 7.07 Reassignment of Repurchased or Substituted Contracts.............................71

Section 7.08 The Servicer's Purchase Option...................................................71

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ARTICLE VIII SERVICER DEFAULTS; SERVICING TRANSFER.....................................................71

Section 8.01 Servicer Default.................................................................71

Section 8.02 Servicing Transfer...............................................................72

Section 8.03 Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act.......73

Section 8.04 Notifications to Noteholders and the Equity Certificateholders...................74

Section 8.05 Effect of Transfer...............................................................75

Section 8.06 Database File....................................................................75

Section 8.07 Successor Servicer Indemnification...............................................75

Section 8.08 Responsibilities of the Successor Servicer.......................................75

Section 8.09 Servicer Not to Resign...........................................................76

ARTICLE IX SERVICER REPORTING........................................................................76

Section 9.01 Monthly Servicer's Reports.......................................................76

Section 9.02 Officer's Certificate............................................................77

Section 9.03 Other Data.......................................................................77

Section 9.04 Annual Reporting; Evidence as to Compliance......................................77

Section 9.05 Annual Statement of Compliance from Servicer.....................................77

ARTICLE X TERMINATION...............................................................................78

Section 10.01 Sale of Trust Assets...........................................................78

ARTICLE XI MISCELLANEOUS.............................................................................78

Section 11.01 Amendments.....................................................................78

Section 11.02 Governing Law..................................................................80

Section 11.03 Notices........................................................................80

Section 11.04 Severability of Provisions.....................................................82

Section 11.05 Third Party Beneficiaries......................................................82

Section 11.06 Counterparts...................................................................82

Section 11.07 Headings.......................................................................83

Section 11.08 No Bankruptcy Petition; Disclaimer and Subordination...........................83

Section 11.09 Jurisdiction...................................................................84

Section 11.10 Servicer Indemnity.............................................................84

Section 11.11 Limitation of Liability of Owner Trustee.......................................84

Section 11.12 WAIVER OF JURY TRIAL...........................................................84

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EXHIBITS

Exhibit A Form of VFC Assignment...........................................................A-1

Exhibit B Initial Schedule of Contracts....................................................B-1

Exhibit C Form of Monthly Servicer's Report................................................C-1

Exhibit D Form of Substitution Transfer Agreement..........................................D-1

Exhibit E Schedule of Representations and Warranties.......................................E-1

Exhibit F Minimum Value Filing Exceptions..................................................F-1

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This POOLING AND SERVICING AGREEMENT dated as of July 1, 2005

(as amended, restated, supplemented or otherwise modified from time to time in

accordance with the terms hereof, this "Agreement"), is among CIT Equipment

Collateral 2005-EF1, 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").

WHEREAS the Depositor desires to fund the Trust by selling,

conveying and assigning from time to time, pursuant hereto or pursuant to

Substitution Transfer Agreements hereunder, designated Contracts or pools of

Contracts together with certain related security therefor and other related

rights and property as further described herein, which Contracts were originated

by the Financing Originator, or acquired by purchase and assignment by the

Financing Originator from the prior owner thereof, and subsequently conveyed (i)

by the Financing Originator to CFUSA; (ii) by CFUSA to the Depositor, with

respect to Contracts and related assets acquired by CFUSA from the Financing

Originator as described in clause (i) above; (iii) in the case of the VFC

Contracts, by the Depositor to the VFC Trust (as defined herein); and (iv) in

the case of the VFC Contracts warehoused in the VFC Trust, by the VFC Trust back

to the Depositor;

WHEREAS the Trust is willing to purchase and accept assignment

of such Contracts and related assets; and

WHEREAS the Servicer is willing to service such Contracts and

related assets for the benefit and account of the Trust and the Holders pursuant

to the terms hereof.

NOW, THEREFORE, in consideration of the premises and the

mutual covenants herein contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Definitions. Whenever used in this Agreement, the

following words and phrases, unless the context otherwise requires, shall have

the following meanings:

"Accounting Date" means, with respect to a Payment Date, the

last day of the preceding calendar month.

"Accountant's Report" has the meaning specified in Section

9.04.

"Accrual Period" means, with respect to any Payment Date, with

respect to the Class A-1 Notes and the Class A-4 Notes, the period from and

including the immediately preceding Payment Date to but excluding such Payment

Date (or, in the case of the initial Accrual Period, from and including the

Closing Date to but excluding the first Payment Date following the Closing

Date), and with respect to each other Class of Notes, the period from and

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including the 20th day of the immediately preceding calendar month to but

excluding the 20th day of the related calendar month, provided, that in each

case, the initial Accrual Period following the Closing Date shall be the period

from and including the Closing Date to but excluding September 20, 2005.

"Addition Notice" means, with respect to any transfer of

Subsequent Contracts to the Trust pursuant to Section 2.03 (and the Depositor's

corresponding prior purchase of such Contracts from CFUSA), a notice, which

shall be given at least five days prior to the related Subsequent Transfer Date,

identifying the Subsequent Contracts to be transferred, the Contract Principal

Balance of such Subsequent Contracts and the related Substitution Event (with

respect to an identified Contract or Contracts then in the Contract Pool) to

which such Subsequent Contract relates, with such notice to be signed both by

the Depositor and CFUSA.

"Administration Agreement" means the Administration Agreement

dated as of July 1, 2005 (as amended, restated, supplemented, or otherwise

modified from time to time in accordance with the terms thereof) by and among

the Trust, CITEF, the Depositor and the Indenture Trustee.

"Administrator" shall be the party named as such under the

Administration Agreement.

"Affiliate" of any specified Person means any other Person

controlling or controlled by, or under common control with, such specified

Person. For the purposes of this definition, "control" when used with respect to

any specified Person means the power to direct the management and policies of

such Person, directly or indirectly, whether through the ownership of voting

securities, by contract or otherwise; and the terms "controlling" or

"controlled" have meanings correlative to the foregoing.

"Aggregate Principal Amount" means, with respect to any group

of Notes of any Class, at any date of determination, the sum of the Principal

Amounts of such Notes on such date of determination.

"Agreement" means this Pooling and Servicing Agreement, as

amended, restated, supplemented or otherwise modified from time to time in

accordance with the terms hereof.

"Allocation Criteria" means, with respect to the allocation of

Insurance Proceeds or Liquidation Proceeds between the Trust (for inclusion as

Collections) and the Depositor, as contemplated in the definition of Available

Funds, that Insurance Proceeds or Liquidation Proceeds with respect to the

Contracts consisting of Leases are allocable pro rata between inclusion as

Available Funds in respect of the Contract Pool, on the one hand, and directly

to the Depositor, on the other, based upon (i) for allocation to Available

Funds, the Required Payoff Amount for such Lease (determined as of the last day

of the Collection Period during which such Lease became a Liquidated Contract),

and (ii) for allocation to the Depositor, the Book Value of the related

Equipment; provided, that in the event the Insurance Proceeds or Liquidation

Proceeds in respect of a particular Lease exceed the sum of such Required Payoff

Amount for such Lease plus the Book Value of the related Equipment, any such

excess shall be allocated solely to the Depositor.

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"Applicable Security" means, with respect to a Vendor Loan,

any (i) Secondary Contract securing such Vendor Loan and (ii) Equipment securing

such Vendor Loan or a related Secondary Contract.

"Assignment Agreement" means the Assignment Agreement, dated

July 1, 2005 (as amended, restated, supplemented, or otherwise modified from

time to time in accordance with the terms thereof), by and between CFUSA, as

transferor, and CITEF.

"Available Funds" means, as to any Payment Date, the sum of

(i) the Related Collection Period Collections for such Payment Date, (ii) any

Servicer Advances on deposit in the Collection Account as of the immediately

preceding Deposit Date, (iii) any Swap Counterparty Payments made by the Swap

Counterparty in connection with the Class A-4 Notes and (iv) to the extent

necessary to pay interest, amounts of the type described in clause (i) above

that the Trust received after the end of the related Collection Period;

provided, however, that Available Funds shall not include any amount allocable

to the Depositor as representing Excluded Residual Investments.

"Available Reserve Amount" means, with respect to a Payment

Date, the amount of funds equal to the lesser of (i) the amount on deposit in

the Reserve Account (determined (a) exclusive of any Investment Earnings thereon

and (b) before giving effect to any deposit to be made or withdrawals from the

Reserve Account with respect to such Payment Date), and (ii) the Specified

Reserve Account Balance.

"Bankruptcy Code" means The United States Bankruptcy Code,

Title 11 et seq., of the United States Code, as amended from time to time.

"Book Value" means, with respect to any Equipment subject to a

Lease, the value of such Equipment as shown on the accounting books and records

of the Financing Originator (or the Depositor, in the case of Equipment relating

to Contracts being transferred pursuant to the VFC Assignment), as of the

Cut-Off Date for the related Lease (it being understood that Book Value

constitutes a measure of the lessor's residual interest in the Equipment as

shown on its books and records as of such date, net of the financial asset shown

on such books and records represented by the discounted Scheduled Payments owing

on the Lease).

"Business Day" means any day which is neither a Saturday or a

Sunday, nor another day on which banking institutions in the cities of

Livingston, New Jersey, Tempe, Arizona or New York, New York are authorized or

obligated by law, executive order, or governmental decree to be closed;

provided, that, for purposes of computing One-Month LIBOR, a Business Day is any

day on which dealings in deposits in United States dollars are transacted in the

London interbank market.

"Casualty Loss" means, with respect to any item of Equipment,

the loss, theft, damage beyond repair or governmental condemnation or seizure of

such item of Equipment.

"Certificate of Formation" means the limited liability company

Certificate of Formation of the Depositor.

"Certificate of Trust" has the meaning given such term in the

Trust Agreement.

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"Certificate Register" has the meaning specified in the Trust

Agreement.

"CFUSA" means CIT Financial USA, Inc., a Delaware corporation.

"CITEF" means The CIT Group/Equipment Financing, Inc., a

Delaware corporation.

"CITEF Contract" means a Contract originated or acquired by

CITEF, but which is not a VFC Contract.

"Class" means any of the group of Notes, or the Equity

Certificate identified herein as the Class A-1 Notes, the Class A-2 Notes, the

Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and

the Class D Notes or the Equity Certificate, as applicable.

"Class A Notes" means the Class A-1 Notes, the Class A-2

Notes, the Class A-3 Notes and the Class A-4 Notes.

"Class A-1 Interest Carryover Shortfall" means, with respect

to any Payment Date, the excess, if any, of the Class A-1 Interest Payment

Amount for the preceding Payment Date over the amount that was actually paid in

respect of interest on the Class A-1 Notes on such preceding Payment Date, plus,

to the extent permitted by law, an amount equal to the product of (i) the Class

A-1 Interest Rate, (ii) such excess, and (iii) a fraction equal to the number of

days in the related Accrual Period divided by 360.

"Class A-1 Interest Payment Amount" means, with respect to any

Payment Date, the sum of the Class A-1 Monthly Interest Payment Amount and the

Class A-1 Interest Carryover Shortfall for such Payment Date.

"Class A-1 Interest Rate" means 3.852% per annum.

"Class A-1 Maturity Date" means September 15, 2006 (or, if

such day is not a Business Day, the next succeeding Business Day).

"Class A-1 Monthly Interest Payment Amount" means (a) with

respect to the first Accrual Period and the related Payment Date, an amount

equal to the product of (i) the Class A-1 Interest Rate, (ii) the Initial Class

A-1 Principal Amount, and (iii) a fraction equal to the number of days in such

Accrual Period divided by 360, and (b) with respect to each subsequent Accrual

Period and the related Payment Date, an amount equal to the product of (i) the

Class A-1 Interest Rate, (ii) the Principal Amount of the Class A-1 Notes on the

immediately preceding Payment Date, after giving effect to all payments of

principal to Class A-1 Noteholders on or prior to such immediately preceding

Payment Date, and (iii) a fraction equal to one-twelfth.

"Class A-1 Notes" means the 3.852% Class A-1 Receivable-Backed

Notes in the Aggregate Principal Amount of $152,000,000, issued pursuant to the

Indenture.

"Class A-2 Interest Carryover Shortfall" means, with respect

to any Payment Date, the excess, if any, of the Class A-2 Interest Payment

Amount for the preceding Payment

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Date over the amount that was actually paid in respect of interest on the

Class A-2 Notes on such preceding Payment Date, plus, to the extent permitted by

law, an amount equal to the product of (i) the Class A-2 Interest Rate,

(ii) such excess, and (iii) a fraction equal to one-twelfth.

"Class A-2 Interest Payment Amount" means, with respect to any

Payment Date, the sum of the Class A-2 Monthly Interest Payment Amount and the

Class A-2 Interest Carryover Shortfall for such Payment Date.

"Class A-2 Interest Rate" means 4.30% per annum.

"Class A-2 Maturity Date" means December 20, 2007 (or, if such

day is not a Business Day, the next succeeding Business Day thereafter).

"Class A-2 Monthly Interest Payment Amount" means (a) with

respect to the first Accrual Period and the related Payment Date, an amount

equal to the product of (i) the Class A-2 Interest Rate, (ii) the Initial Class

A-2 Principal Amount, and (iii) a fraction equal to the number of days in such

Accrual Period divided by 360, and (b) with respect to each subsequent Accrual

Period and the related Payment Date, an amount equal to the product of (i) the

Class A-2 Interest Rate, (ii) the Principal Amount of the Class A-2 Notes on the

immediately preceding Payment Date, after giving effect to all payments of

principal to Class A-2 Noteholders on or prior to such immediately preceding

Payment Date, and (iii) a fraction equal to one-twelfth.

"Class A-2 Notes" means the 4.30% Class A-2 Receivable-Backed

Notes in the Aggregate Principal Amount of $113,000,000, issued pursuant to the

Indenture.

"Class A-3 Interest Carryover Shortfall" means, with respect

to any Payment Date, the excess, if any, of the Class A-3 Interest Payment

Amount for the preceding Payment

Date over the amount that was actually paid in respect of interest on the Class

A-3 Notes on such preceding Payment Date, plus, to the extent permitted by law,

an amount equal to the product of (i) the Class A-3 Interest Rate, (ii) such

excess, and (iii) a fraction equal to one-twelfth.

"Class A-3 Interest Payment Amount" means, with respect to any

Payment Date, the sum of the Class A-3 Monthly Interest Payment Amount and the

Class A-3 Interest Carryover Shortfall for such Payment Date.

"Class A-3 Interest Rate" means 4.42% per annum.

"Class A-3 Maturity Date" means May 20, 2009 (or, if such day

is not a Business Day, the next succeeding Business Day thereafter).

"Class A-3 Monthly Interest Payment Amount" means (a) with

respect to the first Accrual Period and the related Payment Date, an amount

equal to the product of (i) the Class A-3 Interest Rate, (ii) the Initial Class

A-3 Principal Amount, and (iii) a fraction equal to the number of days in such

Accrual Period divided by 360, and (b) with respect to each subsequent Accrual

Period and the related Payment Date, an amount equal to the product of (i) the

Class A-3 Interest Rate, (ii) the Principal Amount of the Class A-3 Notes on the

immediately preceding Payment Date, after giving effect to all payments of

principal to Class A-3 Noteholders on or prior to such immediately preceding

Payment Date, and (iii) a fraction equal to one-twelfth.

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"Class A-3 Notes" means the 4.42% Class A-3 Receivable-Backed

Notes in the Aggregate Principal Amount of $189,000,000, issued pursuant to the

Indenture.

"Class A-4 Interest Carryover Shortfall" means, with respect

to any Payment Date, the excess, if any, of the Class A-4 Interest Payment

Amount for the preceding Payment Date over the amount that was actually paid in

respect of interest on the Class A-4 Notes on such preceding Payment Date, plus,

to the extent permitted by law, an amount equal to the product of (i) the Class

A-4 Interest Rate, (ii) such excess, and (iii) a fraction equal to one-twelfth.

"Class A-4 Interest Payment Amount" means, with respect to any

Payment Date, the sum of the Class A-4 Monthly Interest Payment Amount and the

Class A-4 Interest Carryover Shortfall for such Payment Date.

"Class A-4 Interest Rate " means, (a) prior to the occurrence

of a Swap Event, a floating rate of interest per annum based on One-Month LIBOR

plus 0.04% and (b) following the occurrence of a Swap Event, a rate equal to

4.49228% per annum.

"Class A-4 Maturity Date" means September 20, 2010 (or, if

such day is not a Business Day, the next succeeding Business Day thereafter).

"Class A-4 Monthly Interest Payment Amount" means (a) with

respect to the first Accrual Period and the related Payment Date, an amount

equal to the product of (i) the Class A-4 Interest Rate, (ii) the Initial Class

A-4 Principal Amount, and (iii) a fraction equal to the number of days in such

Accrual Period divided by 360, (b) with respect to each subsequent Accrual

Period and the related Payment Date prior to the occurrence of a Swap Event, an

amount equal to the product of (i) the Class A-4 Interest Rate, (ii) the

Principal Amount of the Class A-4 Notes on the immediately preceding Payment

Date, after giving effect to all payments of principal to Class A-4 Noteholders

on or prior to such immediately preceding Payment Date, and (iii) a fraction

equal to the number of days in such Accrual Period divided by 360, and (c) with

respect to each subsequent Accrual Period and the related Payment Date after the

occurrence of a Swap Event, an amount equal to the product of (i) the Class A-4

Interest Rate, (ii) the Principal Amount of the Class A-4 Notes on the

immediately preceding Payment Date, after giving effect to all payments of

principal to Class A-4 Noteholders on or prior to such immediately preceding

Payment Date, and (iii) a fraction equal to one-twelfth.

"Class A-4 Notes" means the Floating Rate Class A-4

Receivable-Backed Notes in the Aggregate Principal Amount of $82,100,000, issued

pursuant to the Indenture.

"Class A-4 Supplemental Interest Payment Amount" means with

respect to each Accrual Period and the related Payment Date, an amount equal to

the sum of: (a) Class A-4 Swap Shortfall; plus (b) interest on the Class A-4

Swap Shortfall at a rate of 4.49228% per annum.

"Class A-4 Swap Shortfall" means, upon the occurrence of a

Swap Event, any amount greater than zero calculated as follows: (a) with respect

to the first Accrual Period and the related Payment Date, an amount equal to the

product of (i) the floating rate of interest per annum based on One-Month LIBOR

plus 0.04%, (ii) the Initial Class A-4 Principal Amount, and (iii) a fraction

equal to the number of days in such Accrual Period divided by 360, minus an

amount equal to the product of (i) 4.49228%, (ii) the Initial Class A-4

Principal Amount, and (iii)

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a fraction equal to one twelfth, and (b) with respect to each subsequent Accrual

Period and the related Payment Date, an amount equal to the product of (i) the

floating rate of interest per annum based on One-Month LIBOR plus 0.04%, (ii)

the Principal Amount of the Class A-4 Notes on the immediately preceding Payment

Date, after giving effect to all payments of principal to Class A-4 Noteholders

on or prior to such immediately preceding Payment Date, and (iii) a fraction

equal to the number of days in such Accrual Period divided by 360, minus an

amount equal to the product of (i) 4.49228%, (ii) the Principal Amount of the

Class A-4 Notes on the immediately preceding Payment Date, after giving effect

to all payments of principal to Class A-4 Noteholders on or prior to such

immediately preceding Payment Date, and (iii) a fraction equal to one twelfth.

"Class B Interest Carryover Shortfall" means, with respect to

any Payment Date, the excess, if any, of the Class B Interest Payment Amount for

the preceding Payment Date over the amount that was actually paid in respect of

interest on the Class B Notes on such preceding Payment Date, plus, to the

extent permitted by law, an amount equal to the product of (i) the Class B

Interest Rate, (ii) such excess, and (iii) a fraction equal to one-twelfth.

"Class B Interest Payment Amount" means, with respect to any

Payment Date, the sum of the Class B Monthly Interest Payment Amount and the

Class B Interest Carryover Shortfall for such Payment Date.

"Class B Interest Rate" means 4.71% per annum.

"Class B Maturity Date" means December 20, 2010 (or, if such

day is not a Business Day, the next succeeding Business Day thereafter).

"Class B Monthly Interest Payment Amount" means (a) with

respect to the first Accrual Period and the related Payment Date, an amount

equal to the product of (i) the Class B Interest Rate, (ii) the Initial Class B

Principal Amount, and (iii) a fraction equal to the number of days in such

Accrual Period divided by 360, and (b) with respect to each subsequent Accrual

Period and the related Payment Date, an amount equal to the product of (i) the

Class B Interest Rate, (ii) the Principal Amount of the Class B Notes on the

immediately preceding Payment Date, after giving effect to all payments of

principal to Class B Noteholders on or prior to such immediately preceding

Payment Date, and (iii) a fraction equal to one-twelfth.

"Class B Notes" means the 4.71% Class B Receivable-Backed

Notes in the Aggregate Principal Amount of $12,382,000, issued pursuant to the

Indenture.

"Class C Interest Carryover Shortfall" means, with respect to

any Payment Date, the excess, if any, of the Class C Interest Payment Amount for

the preceding Payment Date over the amount that was actually paid in respect of

interest on the Class C Notes on such preceding Payment Date, plus, to the

extent permitted by law, an amount equal to the product of (i) the Class C

Interest Rate, (ii) such excess, and (iii) a fraction equal to one-twelfth.

"Class C Interest Payment Amount" means, with respect to any

Payment Date, the sum of the Class C Monthly Interest Payment Amount and the

Class C Interest Carryover Shortfall for such Payment Date.

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"Class C Interest Rate" means 4.78% per annum.

"Class C Maturity Date" means June 20, 2011 (or, if such day

is not a Business Day, the next succeeding Business Day thereafter).

"Class C Monthly Interest Payment Amount" means (a) with

respect to the first Accrual Period and the related Payment Date, an amount

equal to the product of (i) the Class C Interest Rate, (ii) the Initial Class C

Principal Amount, and (iii) a fraction equal to the number of days in such

Accrual Period divided by 360, and (b) with respect to each subsequent Accrual

Period and the related Payment Date, an amount equal to the product of (i) the

Class C Interest Rate, (ii) the Principal Amount of the Class C Notes on the

immediately preceding Payment Date, after giving effect to all payments of

principal to Class C Noteholders on or prior to such immediately preceding

Payment Date, and (iii) a fraction equal to one-twelfth.

"Class C Notes" means the Class C 4.78% Receivable-Backed

Notes in the Aggregate Principal Amount of $20,050,000, issued pursuant to the

Indenture.

"Class D Interest Carryover Shortfall" means, with respect to

any Payment Date, the excess, if any, of the Class D Interest Payment Amount for

the preceding Payment Date over the amount that was actually paid in respect of

interest on the Class D Notes on such preceding Payment Date, plus, to the

extent permitted by law, an amount equal to the product of (i) the Class D

Interest Rate, (ii) such excess, and (iii) a fraction equal to one-twelfth.

"Class D Interest Payment Amount" means, with respect to any

Payment Date, the sum of the Class D Monthly Interest Payment Amount and the

Class D Interest Carryover Shortfall for such Payment Date.

"Class D Interest Rate" means 5.10% per annum.

"Class D Maturity Date" means January 20, 2012 (or, if such

day is not a Business Day, the next succeeding Business Day thereafter).

"Class D Monthly Interest Payment Amount" means (a) with

respect to the first Accrual Period and the related Payment Date, an amount

equal to the product of (i) the Class D Interest Rate, (ii) the Initial Class D

Principal Amount, and (iii) a fraction equal to the number of days in such

Accrual Period divided by 360, and (b) with respect to each subsequent Accrual

Period and the related Payment Date, an amount equal to the product of (i) the

Class D Interest Rate, (ii) the Principal Amount of the Class D Notes on the

immediately preceding Payment Date, after giving effect to all payments of

principal to Class D Noteholders on or prior to such immediately preceding

Payment Date, and (iii) a fraction equal to one-twelfth

"Class D Notes" means the Class D 5.10% Receivable-Backed

Notes in the Aggregate Principal Amount of $21,228,735, issued pursuant to the

Indenture.

"Closing Date" means August 24, 2005.

"Code" means the Internal Revenue Code of 1986, as amended.

<PAGE>

"Collection Account" means the account so designated

established pursuant to Section 7.01.

"Collection Account Property" means the Collection Account,

all amounts and investments held from time to time in the Collection Account

(whether in the form of deposit accounts, physical property, book-entry

securities, uncertificated securities or otherwise), and all proceeds of the

foregoing.

"Collection Period" means a period beginning on the first day

of a calendar month and ending on, but not including, the first day of the next

calendar month, provided that the first Collection Period shall be the two

calendar months preceding the month in which the first Payment Date occurs.

"Collections" means the sum of (i) all Scheduled Payments on

the Contracts, including (without duplication) Scheduled Payments on Defaulted

Contracts, received on or after the Cut-Off Date (excluding the Excluded

Amounts); (ii) any Prepayments received on the Contracts on or after the Cut-Off

Date (other than (a) in the case of a Lease, any Excluded Residual Investment

which shall be allocated to the Depositor, or (b) in the case of a Prepaid

Contract for which a substitution has been made in accordance with Section 2.03

of this Agreement, that portion thereof to which the Depositor is entitled

pursuant to Section 2.03); (iii) the Purchase Amount of any Contracts purchased

by CFUSA in accordance with Section 7.06 of this Agreement (other than any

portion thereof attributable in the case of a Lease to the Excluded Residual

Investments); (iv) the amount paid by CFUSA or the Depositor to purchase the

Contracts pursuant to Section 7.08 of this Agreement; (v) that portion of the

Liquidation Proceeds received in respect of any Contracts and the disposition of

the related Equipment on or after the Cut-Off Date allocated to the Trust; and

any earnings on the investment of amounts credited to amounts of deposit in the

Collection Account; provided that, Collections shall not include any amounts

received with respect to any Excluded Residual Investment.

"Commission" means the United States Securities and Exchange

Commission.

"Computer Disk" means the computer disk generated by the

Servicer (or any subservicer under Section 5.05), which provides information

relating to Contracts in the Contract Pool and which was used by such party in

selecting the related Contracts for conveyance and inclusion in such Contract

Pool, and includes the master file and the history file as well as servicing

information with respect to such Contracts.

"Contract" means each End-User Contract and each Vendor Loan

listed on any Schedule of Contracts but, unless otherwise specified herein,

shall not refer to any Secondary Contract.

"Contract Assets" means, with respect to any Contracts

(including Substitute Contracts) and related assets conveyed or being conveyed

to the Depositor pursuant to a Substitution Assignment Agreement, the VFC

Assignment or the Non-VFC Purchase Agreement, and concurrently conveyed or being

conveyed by the Depositor to the Trust pursuant to this Agreement or a

Substitution Transfer Agreement, all right, title and interest of CFUSA or the

VFC Trust, as the case may be, in, to and under:

<PAGE>

(i) such Contracts, and all monies due or to become

due in payment of such Contracts on and after the relevant Cut-Off Date, and

including Scheduled Payments due but not yet received prior to the relevant

Cut-Off Date and all other Scheduled Payments due or becoming due on or after

the relevant Cut-Off Date, any Prepayments, any payments in respect of a

casualty or early termination, any Liquidation Proceeds received with respect

thereto, but excluding any Scheduled Payments both due and actually received and

processed prior to the related Cut-Off Date and any Excluded Amounts;

(ii) the Financed Items related to such Contracts and,

in the case of any Vendor Loan, related Applicable Security, including all

proceeds from any sale or other disposition of such Financed Items (but subject

to the exclusion and release herein of Excluded Amounts);

(iii) the related Contract Files;

(iv) all payments made or to be made in the future

with respect to such Contracts or the Obligor thereunder under any Vendor

Agreements with the Financing Originator and under any guarantee or similar

credit enhancement with respect to such Contracts;

(v) all Insurance Proceeds with respect to each such

Contract; and

(vi) all income from and proceeds of the foregoing.

"Contract File" means, with respect to each Contract, the

fully executed original counterpart (for UCC purposes) of the Contract, the

original certificate of title or other title document with respect to the

related Equipment (if applicable), and otherwise such documents or electronic

entries, if any, that the Servicer (or Financing Originator) keeps on file in

accordance with Customary Policies and Procedures evidencing ownership of such

Equipment (if applicable), and all other documents originally delivered to the

Financing Originator or held by the Servicer (or subservicer under Section 5.05)

with respect to any Contract.

"Contract Pool" means, as of any date of determination, the

aggregate of the Contracts which have been conveyed to the Trust and which

constitute as of such date Trust Assets under the terms and provisions hereof.

"Contract Pool Principal Balance" means with respect to any

Payment Date, the sum of the Contract Principal Balances (computed as of the

related Accounting Date) for all Contracts; provided that, on any Payment Date

on which the Contract Pool Principal Balance is determined to be less than or

equal to $10,000,000, then the Contract Pool Principal Balance will deemed to

equal $0.

"Contract Principal Balance" means as of any Accounting Date,

with respect to any Contract, the present value of the unpaid Scheduled Payments

due on such Contract after such Accounting Date (excluding all Scheduled

Payments due on or prior to, but not received as of, such Accounting Date, as

well as any Scheduled Payments due after, but received as of, such Accounting

Date), after giving effect to any Prepayments received on or prior to such

Accounting Date, discounted monthly at the Discount Rate (assuming, for purposes

of such

<PAGE>

calculation, that each Scheduled Payment is due on the last day of the

applicable Collection Period); provided that, for purposes of computing the

Contract Pool Principal Balance or, except where stated otherwise, for any other

purpose described herein, the Contract Principal Balance of any Defaulted

Contract as of the end of a given Collection Period will be deemed to be its

Contract Principal Balance plus Scheduled Payments due but not yet paid on such

Contract as of the first day of the Collection Period during which it became a

Defaulted Contract, less the Defaulted Contract Valuation Amount for such

Defaulted Contract, except that the Contract Principal Balance of any Contract

which became a Liquidated Contract during a given Collection Period or which was

a Contract which CFUSA was obligated to purchase from the Trust pursuant to

Section 7.06 of this Agreement as of the end of a given Collection Period will

be deemed to be zero on and after the last day of the Collection Period.

"Corporate Trust Office" means the corporate trust office of

the Owner Trustee, which office initially shall be located at 101 Barclay Street

8-W, New York, NY 10286 or such other office at such other address as the Owner

Trustee may designate from time to time by notice to the Equity

Certificateholder, the Servicer, the Administrator and the Depositor.

"CSA" means each conditional sales agreement, including, as

applicable, schedules, subschedules, supplements and amendments to a master

conditional sales agreement, pursuant to which specified assets were

conditionally sold to an Obligor at specified monthly, quarterly, semi-annual or

annual payments.

"Cumulative Loss Ratio" means the ratio, expressed as a

percentage, of (a) the Cumulative Net Losses, over (b) the Initial Contract Pool

Principal Balance.

"Cumulative Net Losses" means the aggregate of the Defaulted

Contract Valuation Amounts minus an amount equal to the sum of any subsequent

cash collections on Defaulted Contracts, including Liquidation Proceeds.

"Customary Policies and Procedures" means, with respect to any

Contract Assets, the customary standards, policies and procedures of the

Financing Originator with respect to such Contract Assets in effect at the time

of the Cut-Off Date with respect thereto, as the same may be changed from time

to time (provided that any such change does not materially impair (i) the

collectibility of the related Contract, or (ii) the Servicer's ability to

perform its obligations under this Agreement with respect thereto).

"Cut-Off Date" means July 1, 2005, and with respect to any

Substitute Contract, the Substitution Cut-Off Date (as the context may require).

"Date of Processing" means, with respect to any transaction or

Collection, the date on which such transaction or Collection is first recorded

(and, in the case of a transaction or Collection related to a particular

Contract, identified as to such particular Contract as part of Available Funds)

on the Financing Originator's or the Servicer's computer master file of

Contracts (without regard to the effective date of such recordation).

"Defaulted Contract" means any Contract in the Contract Pool

with respect to which there has occurred one or more of the following: (i) all

or some portion of any Scheduled Payment under the Contract (constituting at

least $25 of such Scheduled Payment due) is

<PAGE>

180 days or more delinquent from its original due date (or, with respect to a

Contract for which there exists available payment recourse to a Vendor to

satisfy the amount in default, and which recourse was not yet available

(pursuant to the contractual terms thereof) or had not yet been paid by the

Vendor prior to the end of such 180 day period, then at such time thereafter as

the Vendor shall have failed to pay such defaulted amount in accordance with the

provisions of the Program Agreement, Vendor Assignment or other agreement with

the Vendor providing such recourse), (ii) as to which the Servicer has

repossessed the Equipment securing such Contract, or (iii) as to which the

Servicer has determined, in accordance with the Customary Policies and

Procedures, that the collectibility of the Contract has been impaired.

"Defaulted Contract Valuation Amount" means, as to any

Defaulted Contract, the sum of (a) fifty percent of the Contract Principal

Balance of such Defaulted Contract as of the first day of the Collection Period

during which the Contract became a Defaulted Contract, (b) any Scheduled

Payments due from but not yet paid by the Obligor in respect of such Defaulted

Contract as of the first day of the Collection Period during which the Contract

became a Defaulted Contract, and (c) any subsequent cash collections on such

Contract. However the Defaulted Contract Valuation Amount shall never exceed the

Contract Principal Balance plus Scheduled Payments due but not yet paid as of

the first day of the Collection Period during which the Contract became a

Defaulted Contract.

"Delaware Trustee" has the meaning specified in the Trust

Agreement.

"Delaware Statutory Trust Act" has the meaning specified in

the Trust Agreement.

"Delinquent Contract" means any Contract as to which all or a

portion of a Scheduled Payment (constituting at least $25 of such Scheduled

Payment due) is more than 60 days delinquent from its original due date.

"Deposit Date" means the Business Day immediately preceding

each Payment Date.

"Depositor" means the "Depositor" as defined in the preamble

hereto, or any successor entity thereto.

"Determination Date" means, with respect to any Payment Date,

the second Business Day prior to such Payment Date.

"Discount Rate" means, with respect to each Contract, the

annual percentage rate of interest for such Contract as set forth in the

Receivables System.

"Dollar" and "$" means lawful currency of the United States of

America.

"Eligible Contract" means each Contract owned (prior to its

conveyance by the Financing Originator to CFUSA under the VFC Conveyancing

Agreement or the Non-VFC Conveyancing Agreement, as the case may be; prior to

its conveyance by CFUSA to the Depositor under the VFC Purchase Agreement or the

Non-VFC Purchase Agreement, as the case may be, and prior to its conveyance by

the VFC Trust to the Depositor pursuant to the VFC

<PAGE>

Assignment, if a VFC Contract) by the Financing Originator, CFUSA or the VFC

Trust, as the case may be, and with respect to which each of the following is

true (to the extent applicable to such type of Contract) at the time of its

conveyance to the Trust on the Closing Date (or Substitution Transfer Date, as

applicable):

(a) the information with respect to the Contract, any

Secondary Contract securing the obligations under such Contract, and the

Financed Items related to the Contract, delivered to the Servicer by or at the

direction of CFUSA under the Series 2005-EF1 VFC Purchase Agreement or the

Non-VFC Purchase Agreement, as the case may be, or by or at the direction of the

VFC Trust pursuant to the VFC Assignment is true and correct in all material

respects;

(b) immediately prior to the transfer of such Contract

and any related Equipment (or security interest therein) or Applicable Security

to the Depositor (and the Depositor's concurrent transfer thereof to the Trust),

CFUSA or the VFC Trust owned and had good and marketable title to (and following

the transfer by CFUSA or the VFC Trust, the Depositor owns and has good and

marketable title to) the Contracts, free and clear of any Liens, other than

Permitted Liens; and immediately prior to the transfer of such Contract and any

related Equipment (or security interest therein) or Applicable Security by the

Financing Originator to CFUSA, such Contract was owned by the Financing

Originator free and clear of any Liens, other than with respect to Permitted

Liens;

Delinquent Contract;

(d) no provision of the Contract has been waived,

altered or modified in any material respect, except as indicated in the Contract

File;

(e) the Contract is a valid and binding payment

obligation of the Obligor and is enforceable in accordance with its terms

(except as may be limited by applicable Insolvency Laws and the availability of

equitable remedies);

(f) the Contract is not subject to litigation, or to

rights of rescission, setoff, counterclaim or defense and, to CFUSA's or the

Servicer's knowledge, no such rights have been asserted or threatened with

respect to the Contract;

(g) the Contract, at the time it was made, had been

originated in compliance (in all material respects) with applicable law, and did

not violate the laws of the United States or any state in any material respect;

(h) (i) the Contract and any related Financed Item or

interest therein (other than Excluded Residual Investments) have not been sold,

transferred, assigned or pledged by the Financing Originator or CFUSA or the VFC

Trust (in the case of VFC Contracts) to any other Person (other than (a) the

sale of Contracts and any Financed Item financed or interest therein to CFUSA or

to the Depositor and then the VFC Trust and (b) the financed sale of Equipment

to an End-User effected through an End-User Contract), (ii) if such Contract

finances Equipment other than a Vehicle, such Contract is secured by a fully

perfected lien or ownership interest in favor of the Financing Originator or, in

the case of Equipment other than a Vehicle

<PAGE>

relating to the VFC Contracts, the Depositor, on or in respect of the related

Equipment (other than as contemplated by the Minimum Value Filing Exception),

or, if the Contract is a Vendor Loan, the Vendor Loan is secured by a fully

perfected lien or ownership interest in favor of the Financing Originator or the

VFC Trust in the related Applicable Security, or (iii) if such Contract finances

a Vehicle, within 90 calendar days of the origination of such Contract by the

Financing Originator or Third Party Source, all applicable state registration or

recording procedures were initiated, and the Financing Originator's or Third

Party Source's interest in such Vehicle will be or was noted or recorded within

180 days of such origination, or a certificate of title or similar evidence of

recordation on which the Financing Originator's or Third Party Source's interest

has been noted has been obtained;

(i) if the Contract constitutes an "instrument" or

"tangible chattel paper" for purposes of the UCC, there is not more than one

"secured party's original" counterpart of the Contract and such original

counterpart is in the Contract File;

(j) all filings (including filings of UCC financing

statements) necessary (i) in respect of all Contracts, to evidence or perfect

the conveyance or transfer of the Financing Originator's ownership interest in

the Contract, and the Financing Originator's corresponding interest in the

related Equipment or Applicable Security, as applicable, to CFUSA, and (ii) in

respect of all Contracts, to evidence or perfect the conveyance or transfer of

CFUSA's or the VFC Trust's ownership interest in the Contract, and CFUSA's or

VFC Trust's corresponding interest in the related Equipment or Applicable

Security, as applicable, to the Depositor (as well as the concurrent conveyance

of such property hereunder, other than ownership interests in Equipment, from

the Depositor to the Trust), have been made or provided for in all appropriate

jurisdictions; provided, that (A) UCC financing statement filings with respect

to Equipment or Applicable Security which name the Financing Originator as

secured party have not been amended to indicate either CFUSA, the Depositor or

the Trust as an assignee (although separate UCC filings were made against the

Financing Originator's interest in Applicable Security in each jurisdiction

where a related Vendor is located) and (B) certificates of title with respect to

Vehicles which name the Financing Originator or a Third Party Source as owner or

lienholder have not been amended to name CFUSA, the Depositor or the Trust as

the lienholder; and provided further, that only filings in the State of Delaware

have been made in favor of the Trust as secured party against the Depositor as

debtor describing as collateral (among other things) the Depositor's ownership

interest in Equipment, in respect of the security interest in Equipment owned by

the Depositor which has been granted to the Trust pursuant to Section 2.01

hereof.

(k) the Obligor is not, to CFUSA's knowledge, subject

to bankruptcy or other insolvency proceedings;

(l) the Obligor's billing address is in the United

States or Puerto Rico, and the Contract is a U.S. dollar-denominated obligation;

(m) the Contract does not require the prior written

notification to or consent of an Obligor or contain any other restriction on the

transfer or assignment of the Contract, or all consents and approvals required

by the terms of the Contract for the sale of the Contract hereunder have been

received;

<PAGE>

(n) either (x) the obligations of the related Obligor

under such Contract are irrevocable and unconditional and non-cancelable (it

being understood that Contracts which are prepayable in accordance with their

terms shall not, by virtue of that fact alone, be deemed revocable, conditional

or cancelable) or, if not irrevocable and unconditional, have the benefit of a

Vendor Guarantee or (y) with respect to Leases with Lessees that are

governmental entities or municipalities, if such Lease is canceled in accordance

with its terms, either (1) the Vendor that assigned such Lease to the Financing

Originator is unconditionally obligated to repurchase such lease from the

Financing Originator for a purchase price not less than the Contract Principal

Balance of such Lease (as of the date of cancellation), or (2) pursuant to the

Purchase and Sale Agreements, CFUSA has indemnified the Depositor against such

cancellation in an amount at least equal to the Contract Principal Balance of

such Lease (as of the date of cancellation), less any amounts paid by the Vendor

pursuant to clause (1);

(o) no selection procedure adverse to the interests of

the Trust or the Equity Certificateholder was used in selecting the Contract for

the Contract Pool;

(p) the Obligor under the Contract is required to

maintain casualty insurance or to self-insure with respect to the related

Equipment in accordance with the Customary Policies and Procedures;

(q) the Contract constitutes tangible chattel paper,

an account, an instrument or a general intangible, in each case as defined under

the UCC;

(r) the Contract is not a "consumer lease" as defined

in Section 2A-103(1)(e) of the UCC;

(s) if such Contract is a Lease, to the best knowledge

of the Financing Originator, the Lessee thereunder has accepted and has had

reasonable opportunity to inspect the related Equipment;

(t) except as provided in clause (n) above, the

Contract is not subject to any guarantee by the Financing Originator, nor has

the Financing Originator established any specific credit reserve with respect to

the related Obligor;

(u) if such Contract is a Lease, such Lease is a

"triple net lease" under which the Obligor is responsible for the maintenance,

taxes and insurance with respect to the related Equipment in accordance with

general industry standards applicable to such item of Equipment;

(v) if such Contract is a Vendor Loan, such Vendor

Loan is secured by an Eligible Secondary Contract having an aggregate Contract

Principal Balance for such Eligible Secondary Contract (determined as of the

relevant Cut-Off Date for such Vendor Loan) not less than the outstanding

principal amount of such Vendor Loan;

(w) such Contract is not an obligation of the United

States of America or an agency, department, or instrumentality of the United

States of America;

<PAGE>

(x) such Contract contains provisions customary to

similar financing agreements for Financed Items, which provisions are sufficient

and enforceable (except as may be limited by applicable Insolvency Laws and the

availability of equitable remedies) to enable the Financing Originator (or its

assignees, including the VFC Trust, the Depositor and the Trust) to realize

against the Financed Items related thereto (to the extent such Financed Items

secure or support the payment of the Contract);

(y) if the Obligor in respect of such Contract is a

state or local governmental entity or municipality, the conveyance of such a

Contract under and pursuant to the Transaction Documents does not violate

applicable state or municipal laws or regulations (if any) restricting or

prohibiting the assignment of claims against or obligations of such Obligor; and

(z) such Contract was originated or acquired by the

Financing Originator in accordance with its Customary Policies and Procedures as

in effect at the time of such origination or acquisition.

"Eligible Investments" means any of the following:

(i) direct obligations of, and obligations fully

guaranteed by, the United States of America, the Federal Home Loan Mortgage

Corporation (if then rated "Aaa" by Moody's), the Federal National Mortgage

Association, or any agency or instrumentality of the United States of America

the obligations of which are backed by the full faith and credit of the United

States of America and which are non-callable;

(ii) demand and time deposits in, certificates of

deposit of, bankers' acceptances issued by, or federal funds sold by any

depository institution or trust company (including the Trustees or any Affiliate

of the Trustees, acting in their commercial capacity) incorporated under the

laws of the United States of America or any state thereof or the District of

Columbia (or any domestic branch or agency of a foreign bank) and subject to

supervision and examination by federal and/or state authorities, so long as, at

the time of such investment or contractual commitment providing for such

investment, the commercial paper or other short-term debt obligations of such

depository institution or trust company have been rated at least "P-1" or higher

from Moody's, "A-1+" from Standard & Poor's and, if rated by Fitch, "F1+" from

Fitch; or any other demand or time deposit or certificate of deposit which is

fully insured by the Federal Deposit Insurance Corporation and which is rated at

least "P-1" by Moody's;

(iii) repurchase obligations with respect to any

security described in either clause (i) or (ii) above and entered into with any

institution whose commercial paper is at least rated "P-1" from Moody's, at

least "A-1+" by Standard & Poor's and, if rated by Fitch, at least "F1+" by

Fitch;

(iv) securities bearing interest or sold at a

discount issued by any corporation incorporated under the laws of the United

States of America or any State thereof which have a credit rating of at least

"A2" or "P-1" from Moody's, at least "AAA" from

<PAGE>

Standard & Poor's and, if rated by Fitch, at least "AAA" from Fitch, at the time

of such investment;

(v) commercial paper (which may be issued by CIT)

having a rating of at least "P-1" from Moody's, at least "A-1+" from Standard &

Poor's and, if rated by Fitch, at least "F1+" from Fitch, at the time of such

investment;

(vi) money market funds which are rated "Aaa" by

Moody's, at least "AAAm" or "AAAm-G" by Standard & Poor's and, if rated by

Fitch, at least "AAA" by Fitch, including funds which meet such rating

requirements for which the Trustees or an affiliate of the Trustees serves as an

investment advisor, administrator, shareholder servicing agent and/or custodian

or subcustodian, notwithstanding that (i) such Trustee or an affiliate of such

Trustee charges and collects fees and expenses from such funds for services

rendered, (ii) such Trustee charges and collects fees and expenses for services

rendered pursuant to this instrument, and (iii) services performed for such

funds and pursuant to this instrument may converge at any time. (The Depositor

and the Servicer specifically authorize such Trustee or an affiliate of such

Trustee to charge and collect all fees and expenses from such funds for services

rendered to such funds, in addition to any fees and expenses such Trustee may

charge and collect for services rendered pursuant to this instrument); and

(vii) any other investments approved by the

Rating Agencies.

"Eligible Secondary Contract" shall mean each Secondary

Contract

(i) that satisfies all the criteria set forth in

the definition of "Eligible Contract" except clauses (b) and (h) (in each case,

with respect to ownership by the Financing Originator, CFUSA, the Depositor, or

VFC Trust of the Contract) and (w) thereof, and except that the term "Obligor"

shall mean "End-User" in all such criteria;

(ii) with respect to which Secondary Contract and

the proceeds thereof the Financing Originator (or, in the case of VFC Contracts,

the VFC Trust, as assignee) has a duly perfected first priority lien; and

(iii) with respect to which if such Secondary

Contract secures a Vendor Loan constituting a Contract, the transfer of the

Financing Originator's security interest in such Secondary Contract and the

proceeds thereof to CFUSA, the transfer of CFUSA's interest so acquired to the

Depositor, and, if applicable, the Depositor's transfer of its interest therein

to the VFC Trust and the VFC Trust's transfer of such interest back to the

Depositor, is effective to create in favor of the Depositor a lien therein and

such lien has been duly perfected.

"Eligible Servicer" means CITEF or any of its Affiliates, the

Trustees or any other Person qualified to act as Servicer of the Contracts under

applicable federal and state laws and regulations, which Person services not

less than $100,000,000 in outstanding principal amount of equipment financing

contracts.

"End-User" shall mean any party that uses the Financed Items

pursuant to an End-User Contract.

<PAGE>

"End-User Contract" shall mean any CSA, Secured Note, Lease,

IPA, or other Financing Agreement covering Financed Items originated or acquired

by an Originator.

"Equipment" means with respect to any Contract, the tangible

assets constituting "goods" within the meaning of the UCC, in each case financed

or leased by an Obligor pursuant to a Contract, or which otherwise provide

security for the payment of amounts payable thereunder.

"Equity Certificate" has the meaning specified in the Trust

Agreement.

"Equity Certificateholder" means the Person in whose name the

Equity Certificate is registered in the Certificate Register, which initially

shall be the Depositor.

"ERISA" means the Employee Retirement Income Security Act of

1974, as amended from time to time.

"Event of Default" has the meaning specified in the Indenture.

"Exchange Act" means the Securities Exchange Act of 1934, as

amended or supplemented from time to time.

"Excluded Amounts" means (i) any collections on deposit in the

Collection Account or otherwise received by the Servicer on or with respect to

the Contract Pool or related Equipment, which collections are attributable to

any taxes, fees or other charges imposed by any Governmental Authority, (ii) any

collections representing reimbursements of insurance premiums or payments for

services that were not financed by the applicable Originator, (iii) collections

relating to security deposits, and (iv) collections representing Late Charges,

documentation fees, administrative charges or extension fees on any Contract, or

maintenance premiums in respect of related Equipment.

"Excluded Residual Investments" means Residual Investments,

other than Guaranteed Residual Investments.

"FDIC" shall mean the Federal Deposit Insurance Corporation,

or any successor thereto.

"Financed Items" means Equipment and other property and

services that are permitted to be financed under Contracts in accordance with

Customary Policies and Procedures of the Financing Originator.

"Financing Agreement" means each financing agreement covering

Financed Items, other than a CSA, a Secured Note, a Lease or an IPA.

"Financing Originator" means CITEF.

"Fitch" means Fitch, Inc., or any successor thereto.

<PAGE>

"Governmental Authority" means the United States of America,

any state or other political subdivision thereof, and any entity exercising

executive, legislative, judicial, regulatory or administrative functions of, or

pertaining to, government.

"Guaranteed Residual Investment" means each Residual

Investment with respect to which the Financing Originator has an agreement with

either the Vendor or to the related Obligor on an End-User Contract for payment

of such Residual Investment.

"Holder" has the meaning specified in the Indenture.

"Indebtedness" means, with respect to any Person at any date,

without duplication, (a) all indebtedness of such person for borrowed money or

for the deferred purchase price of property or services (other than current

liabilities incurred in the ordinary course of business and payable in

accordance with customary trade practices) or which is evidenced by a note,

bond, debenture or similar instrument, (b) all obligations of such Person under

capital leases, (c) all obligations of such Person in respect of acceptances or

letters of credit issued or created for the account of such Person, (d) all

liabilities secured by any Lien on any property owned by such Person even though

such Person has not assumed or otherwise become liable for the payment thereof,

and (e) obligations of such Person under direct or indirect guaranties in

respect of, and obligations (contingent or otherwise) to purchase or otherwise

acquire, or otherwise to assure a creditor against loss in respect of,

indebtedness or obligations of others of the kinds referred to in clauses (a)

through (d) above.

"Indenture" means the Indenture, dated as of the date hereof,

between the Trust and the Indenture Trustee, as amended, supplemented or

otherwise modified from time to time.

"Indenture Trustee" means the Person acting as Indenture

Trustee under the Indenture, its successors in interest and any successor

trustee under the Indenture.

"Independent", when used with respect to any specified Person,

means such a Person who (i) is in fact independent of the Trust, the Depositor

or the Servicer, (ii) is not a director, officer or employee of any Affiliate of

the Trust, the Depositor or the Servicer, (iii) is not a person related to any

officer or director of the Trust, the Depositor or the Servicer or any of their

respective Affiliates, (iv) is not a holder (directly or indirectly) of more

than 10% of any voting securities of the Trust, the Depositor or the Servicer or

any of their respective Affiliates, and (v) is not connected with the Trust, the

Depositor or the Servicer as an officer, employee, promoter, underwriter,

trustee, partner, director or person performing similar functions.

"Independent Accountants" has the meaning specified in Section

9.04.

"Ineligible Contract" has the meaning specified in Section

7.06.

"Initial Class A-1 Principal Amount" means $152,000,000

"Initial Class A-2 Principal Amount" means $113,000,000

"Initial Class A-3 Principal Amount" means $189,000,000

<PAGE>

"Initial Class A-4 Principal Amount" means $82,100,000

"Initial Class B Principal Amount" means $12,382,000

"Initial Class C Principal Amount" means $20,050,000

"Initial Class D Principal Amount" means $21,228,735

"Initial Contract Assets" means those Contract Assets conveyed

to the Trust on the Closing Date.

"Initial Contract Pool Principal Balance" means $589,760,735

"Initial Contracts" means those Contracts conveyed to the

Trust on the Closing Date.

"Initial Principal Amount" means, when used in the context of

a reference to an individual Class of Notes, the initial principal amount

applicable to such Class as defined above.

"Insolvency Event" means, with respect to a specified Person,

(a) the filing of a decree or the entry of order for relief by a court having

jurisdiction in the premises in respect of such Person or any substantial part

of its property in an involuntary case under any applicable Insolvency Law now

or hereafter in effect, or appointing a receiver, liquidator, assignee,

custodian, trustee, sequestrator or similar official for such Person or for any

substantial part of its property, or ordering the winding-up or liquidation of

such Person's affairs, and such decree or order shall remain unstayed and in

effect for a period of 60 consecutive days; or (b) the commencement by such

Person of a voluntary case under any applicable Insolvency Law now or hereafter

in effect, or the consent by such Person to the entry of an order for relief in

an involuntary case under such law, taking possession by a receiver, liquidator,

assignee, custodian, trustee, sequestrator or similar official for such Person

or for any substantial part of its property; or (c) or the making by such Person

of any general assignment for the benefit of creditors; or (d) the failure by

such Person generally to pay its debts as such debts become due; or (e) the

admission by such Person in writing of its inability generally to pay its debts

when the same become due; or (f) the taking of action by such Person in

furtherance of any of the foregoing.

"Insolvency Laws" means the Bankruptcy Code and all other

applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement,

receivership, insolvency, reorganization, suspension of payments, or similar

debtor relief laws from time to time in effect affecting the rights of creditors

generally.

"Insolvency Proceeds" has the meaning specified in Section

10.01.

"Insurance Policy" means, with respect to any Contract, an

insurance policy covering physical damage to or loss of the related Equipment.

"Insurance Proceeds" means, depending on the context, any

amounts payable or any payments made, to the Servicer (or Financing Originator)

under any Insurance Policy.

<PAGE>

"Internal Revenue Code" means the Internal Revenue Code of

1986, as amended from time to time.

"Investment Earnings" means, the investment earnings (net of

losses and investment expenses) on amounts on deposit in the Collection Account

and the Reserve Account.

"IPA" means each installment payment agreement, including as

applicable, schedules, subschedules, supplements and amendments, pursuant to

which the relevant Originator financed the purchase or acquisition of specified

assets by an Obligor for specified monthly, quarterly, semiannual or annual

payments.

"Late Charges" means any late payment fees paid by Obligors

on Contracts.

"Lease" means each lease agreement granting the use of

equipment or other assets for a specified time in exchange for payments and

including, as applicable, schedules, subschedules, supplements and amendments to

a master lease, pursuant to which the Originator, as lessor, leased specified

assets to a Lessee at a specified monthly, quarterly, semiannual or annual

rental.

"Lessee" means, with respect to any Lease, the Obligor with

respect to such Lease.

"LIBOR Determination Date" means for each Accrual Period, the

second Business Day preceding the first day of the Accrual Period.

"Lien" means any mortgage, deed of trust, pledge,

hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or

other), equity interest, participation interest, preference, priority or other

security agreement or preferential arrangement of any kind or nature whatsoever,

including, without limitation, any conditional transfer or other title retention

agreement, and any financing lease having substantially the same economic effect

as any of the foregoing.

"Liquidated Contract" means, as to any Collection Period, any

Contract or Defaulted Contract (a) which the Servicer has determined is

uncollectible in accordance with the Customary Policies and Procedures, or (b)

for which the Equipment securing such Contract has been disposed of or any

Applicable Security has been disposed.

"Liquidation Expenses" means, with respect to any Liquidated

Contract, the aggregate amount of all out-of-pocket expenses reasonably incurred

by the Servicer (including amounts paid to or expenses incurred by any

subservicer, other than subservicing fees, if any) in accordance with Customary

Policies and Procedures in connection with the repossession, refurbishing and

disposition of any related Equipment or any other Applicable Security, and other

out-of-pocket costs related to the liquidation of any such Equipment, including

reasonable attorneys' fees incurred in the attempted collection of any amount

owing pursuant to such Liquidated Contract, and including amounts determined by

the Servicer in its reasonable discretion as payable in respect of any sales,

use, personal property or other taxes assessed or to be assessed on repossessed

or liquidated Equipment or any other Applicable Security.

<PAGE>

"Liquidation Loss" means, with respect to any Liquidated

Contract, the amount, if any, by which (a) the Required Payoff Amount for such

Liquidated Contract as of the date such Contract became a Liquidated Contract

exceeds (b) that portion of the Liquidation Proceeds for such Liquidated

Contract allocated to the Trust.

"Liquidation Proceeds" means, with respect to a Liquidated

Contract, proceeds from the transfer, lease or re-lease of the related Financed

Items or other Applicable Security, Insurance Proceeds, and any other recoveries

with respect to such Liquidated Contract and the related Financed Items or other

Applicable Security (including, without limitation, amounts received pursuant to

a Program Agreement and Scheduled Payments received on such Defaulted

Contracts), but net of Liquidation Expenses, Late Charges, amounts payable to a

Vendor in respect of (and in amounts not exceeding) amounts previously paid by

such Vendor in respect of such Contract under Vendor recourse provisions, and

amounts, if any, so received that are required to be refunded to the Obligor on

such Contract.

"Material Adverse Effect" means, with respect to any event or

circumstance, a material adverse effect on:

(i) the ability of CFUSA, the Financing

Originator, the VFC Trust, the Depositor, the Trust or the Servicer to perform

in all material respects its obligations under this Agreement or any other

Transaction Document;

(ii) the validity or enforceability of this

Agreement, any other Transaction Document, or the Contracts, or the

collectibility of the Contracts; or

(iii) the status, existence, perfection, priority

or enforceability of the Trust's interest in the Contracts and the other Trust

Assets.

"Material Modification" means a termination or release

(including pursuant to prepayment), or an amendment, modification or waiver, or

equivalent similar undertaking or agreement, by the Servicer with respect to a

Contract which would not otherwise be permitted under the standards and criteria

set forth in Sections 5.08, 5.09 and/or 5.10 hereof.

"Maturity Date" means, as applicable, the Class A-1 Maturity

Date, Class A-2 Maturity Date, Class A-3 Maturity Date, Class A-4 Maturity Date,

Class B Maturity Date, Class C Maturity Date or Class D Maturity Date.

"Minimum Value Filing Exception" means the variation from the

Financing Originator's normal policies and practices with respect to filing UCC

financing statements against an Obligor describing Equipment which is the

subject of a Contract, in each case as set forth in Exhibit F hereto.

"Monthly Servicer's Report" has the meaning specified in

Section 9.01.

"Moody's" means Moody's Investors Service, Inc., or any

successor thereto.

"Nonrecoverable Advance" means with respect to any

Determination Date and any Contract, the amount, if any, advanced by the

Servicer pursuant to Section 5.14 which the

<PAGE>

Servicer has as of such Determination Date determined in good faith will not be

ultimately recoverable by the Servicer.

"Non-VFC Contract Assets" means the Contract Assets pertaining

to the Non-VFC Contracts.

"Non-VFC Contracts" means Contracts conveyed by CFUSA to the

Depositor pursuant to the Non-VFC Purchase Agreement, as listed in Schedule A to

the Non-VFC Purchase Agreement.

"Non-VFC Conveyancing Agreement" means the Non-VFC

Conveyancing Agreement, dated as of July 1, 2005, by and among the Financing

Originator and CFUSA, as the same may be amended, supplemented, restated or

otherwise modified from time to time.

"Non-VFC Purchase Agreement" means the Non-VFC Purchase and

Sale Agreement, dated July 1, 2005, by and among CFUSA, as the seller, and the

Depositor, as purchaser, as the same may be amended, supplemented, restated or

otherwise modified from time to time.

"Note" means any one of the notes of the Trust of any Class

executed and authenticated in accordance with the Indenture.

"Noteholder" means any registered holder of a Note.

"Note Register" has the meaning specified in the Indenture.

"Notes" means the Class A-1 Notes, Class A-2 Notes, Class A-3

Notes, Class A-4 Notes, Class B Notes, Class C Notes, and Class D Notes.

"Obligor" means, with respect to any Contract, the Person or

Persons obligated to make payments with respect to such Contract, including any

guarantor thereof (and including, with respect to a Contract consisting of a

Vendor Loan, the Vendor obligated in respect of such Vendor Loan).

"Officer's Certificate" means, with respect to any Person, a

certificate signed by an authorized officer of such Person and delivered to the

party entitled to receipt thereof under any applicable Transaction Document.

"One-Month LIBOR" means as of any LIBOR Determination Date and

with respect to the related Accrual Period, the rate of interest per annum equal

to the London interbank offered rate for deposits in U.S. dollars having a

maturity of one month which appears on Telerate Page 3750 as of 11:00 a.m.,

London time, on the LIBOR Determination Date. If the rate does not appear on

Telerate Page 3750, then One-Month LIBOR for the LIBOR Determination Date will

be determined on the basis of the rates at which deposits in U.S. dollars having

a maturity of one month and in a principal amount of not less than U.S.

$1,000,000, are offered at approximately 11:00 a.m., London time, on the LIBOR

Determination Date to prime banks in the London interbank market by the

Reference Banks. The Servicer will request the principal London office of each

of the Reference Banks to provide a quotation of its rate to the

<PAGE>

Indenture Trustee. If at least two quotations are provided, One-Month LIBOR will

be the arithmetic mean, rounded, if necessary, to the nearest .01%, of the

offered rates. If fewer than two quotations are provided, One-Month LIBOR will

be the arithmetic mean, rounded, if necessary to the nearest 0.01%, of the

offered rates quoted at approximately 11:00 a.m., New York City time, on the

LIBOR Determination Date to the Indenture Trustee by three major banks in New

York, New York, selected by the Servicer, for loans in United States dollars to

leading European banks having a maturity of one month and in a principal amount

of not less than U.S. $1,000,000. However, if those banks do not quote a rate to

the Indenture Trustee as described above, One-Month LIBOR will be the One-Month

LIBOR in effect for the immediately preceding Accrual Period.

"Opinion of Counsel" means a written opinion of counsel, who

may be counsel (including internal counsel) for the Depositor or the Servicer

and who shall be reasonably acceptable to the Trust and the Indenture Trustee.

"Originator" means, with respect to each Contract, the party

that is the original lessor or financing party thereunder.

"Outstanding" has the meaning specified in the Indenture.

"Overcollateralization Amount" means, with respect to any

Payment Date, an amount as of the end of the related Collection Period equal to

the excess of the Contract Pool Principal Balance over the sum of: (i) the

Aggregate Principal Amount of the Class A Notes, plus (ii) the Aggregate

Principal Amount of the Class B Notes, plus (iii) the Aggregate Principal Amount

of the Class C Notes, plus (iv) the Aggregate Principal Amount of the Class D

Notes.

"Overcollateralization Principal Payment Amount" means, with

respect to any Payment Date, the amount necessary to reduce the Aggregate

Principal Amount of the Notes then outstanding, without giving effect to

payments of principal on such Payment Date, such that the Overcollateralization

Amount, together with the Reserve Account Amount immediately prior to such

Payment Date equals or exceeds the Required Credit Enhancement as of such

Payment Date.

"Owner Trustee" means The Bank of New York, not in its

individual capacity, but solely as Owner Trustee under the Trust Agreement, its

successors in interest and any successor owner trustee under the Trust

Agreement.

"Payment Date" shall mean the twentieth (20th) day of each

calendar month or, if such twentieth (20th) day is not a Business Day, the next

succeeding Business Day, with the first such Payment Date being September 20,

2005; provided, that solely with respect to Class A-1 Notes, principal and

interest will also be paid on the Class A-1 Maturity Date to the extent that any

of the Class A-1 Notes remain outstanding after the Payment Date in August,

2006, and the Class A-1 Maturity Date will be a Payment Date solely for such

purposes.

"Paying Agent" means any Person described as such in Section

7.04(b).

"Permitted Liens" means

<PAGE>

(a) with respect to Contracts in the Contract Pool:

(i) Liens for state, municipal or other local

taxes if such taxes shall not at the time be due and payable or if the Depositor

shall currently be contesting the validity thereof in good faith by appropriate

proceedings and shall have set aside on its books adequate reserves with respect

thereto;

(ii) Liens in favor of CFUSA created by the

Financing Originator pursuant to the VFC Conveyancing Agreement or the Non-VFC

Conveyancing Agreement, as the case may be, or Liens in favor of the Depositor

created pursuant to the Purchase and Sale Agreements or Liens in favor of the

VFC Trust created pursuant to the VFC Pooling Agreement, in each case

transferred to the Trust pursuant hereto;

(iii) Liens in favor of the Financing Originator

in respect of Contracts which have been transferred to the Financing Originator

and pursuant to the Purchase and Sale Agreements by the Financing Originator to

the Depositor (through CFUSA and the VFC Conveyancing Agreement or the Non-VFC

Conveyancing Agreement, as the case may be, in the case of CITEF Contracts, and

through CFUSA, the Depositor and the VFC Trust and the VFC Assignment in the

case of the VFC Contracts) and in each case transferred to the Trust pursuant

hereto;

(iv) Liens created pursuant to this Agreement in

favor of the Trust; and

(v) Liens in favor of the Indenture Trustee

created pursuant to the Indenture and/or this Agreement; and

(b) with respect to the related Equipment or to any

other Applicable Security (to the extent applicable):

(i) materialmen's, warehousemen's, mechanics' and

other liens arising by operation of law in the ordinary course of business for

sums not due;

(ii) Liens for state, municipal or other local

taxes if such taxes shall not at the time be due and payable or if the Depositor

shall currently be contesting the validity thereof in good faith by appropriate

proceedings and shall have set aside on its books adequate reserves with respect

thereto;

(iii) Liens in favor of CFUSA created by the

Financing Originator pursuant to the VFC Conveyancing Agreement or the Non-VFC

Conveyancing Agreement, as the case may be, or Liens in favor of the Depositor

created pursuant to the Purchase and Sale Agreements, in each case transferred

to the Trust pursuant hereto or Liens in favor of the Depositor created pursuant

to the VFC Purchase and Sale Agreement;

(iv) Liens created pursuant to this Agreement in

favor of the Trust;

<PAGE>

(v) Liens in favor of an originator which have

been transferred to the Financing Originator and pursuant to the Purchase and

Sale Agreements by the Financing Originator to the Depositor (through CFUSA and

the VFC Conveyancing Agreement or the Non-VFC Conveyancing Agreement, as the

case may be, in the case of CITEF Contracts, and through CFUSA, the Depositor

and the VFC Trust and the VFC Assignment in the case of the VFC Contracts) and

in each case transferred to the Trust pursuant hereto;

(vi) Liens in favor of the Indenture Trustee

created pursuant to the Indenture and/or this Agreement;

(vii) Liens created pursuant to the underlying

loan documents relative to Contracts, transferred by the Depositor or other

depositor, as applicable to:

(A) CIT Equipment Collateral 2004-EF1 Trust

created pursuant to the Amended and Restated Trust Agreement, dated as of May 1,

2004, by and between NCT Funding Company, L.L.C. and Deutsche Bank Trust Company

Delaware; and

(B) CIT Equipment Collateral 2003-EF1 Trust

created pursuant to the Amended and Restated Trust Agreement, dated as of August

1, 2003, by and between NCT Funding Company, L.L.C. and M&T Trust Company of

Delaware;

(viii) Interests in favor of a Vendor which are

subject to the prior payment of all Obligor obligations in respect of Scheduled

Payments on the related Contract; and

(ix) Liens granted by the End-Users which are

subordinated to the interest of the Trust in such Equipment.

"Person" means any individual, corporation, estate,

partnership, limited liability company, joint venture, association, joint stock

company, trust (including any beneficiary thereof), unincorporated organization

or government or any agency or political subdivision thereof.

"Prepaid Contract" means any Contract that has terminated or

been prepaid in full prior to its scheduled expiration date (including because

of a Casualty Loss), other than a Defaulted Contract.

"Prepayment" means with respect to any Collection Period for

any Contract, a partial or full prepayment of amounts due and owing under such

Contract.

"Principal Amount" means, with respect to a Class of Notes,

the aggregate Initial Principal Amount thereof reduced by the aggregate amount

of any payments applied in reduction of such principal amount.

"Program Agreement" means each vendor finance program

agreement pursuant to which End-User Contracts originated by a Vendor are

assigned to the Financing Originator.

<PAGE>

"Purchase Amount" means, with respect to Ineligible Contracts,

on any date of determination, the aggregate Required Payoff Amount for such

Ineligible Contracts as of the related Accounting Date.

"Purchase and Sale Agreements" means, collectively, the

Non-VFC Purchase Agreement, the VFC Purchase Agreement, and the Series 2005-EF1

VFC Purchase Agreement.

"Purchase Price" means, with respect to any Contract conveyed

on the Closing Date (or any Subsequent Transfer Date, as applicable), an amount

equal to the Contract Principal Balance of such Contract as of the applicable

Cut-Off Date.

"Qualified Institution" means (a) the corporate trust

department of the Indenture Trustee or (b) a depository institution organized

under the laws of the United States of America or any one of the states thereof

or the District of Columbia (or any domestic branch of a foreign bank), (i) (A)

which has (or the parent corporation of which has) either (1) a long-term

unsecured debt rating acceptable to the Rating Agencies or (2) a short-term

unsecured debt rating or certificate of deposit rating acceptable to the Rating

Agencies or (B) which is otherwise acceptable to the Rating Agencies and (ii)

whose deposits are insured by the FDIC.

"Rating Agency" as of any date means each of the nationally

recognized statistical rating organizations requested by the Depositor to

provide ratings on the Notes which is rating the Notes on such date.

"Rating Agency Condition" means, with respect to any action or

series of related actions or proposed transaction or series of related proposed

transactions, that Fitch (if transaction is rated by Fitch) shall be notified in

writing of such action or series of related actions, and other Rating Agencies

shall have notified the Depositor, the Owner Trustee and the Indenture Trustee

in writing that such action or series of related actions or the consummation of

such proposed transaction or series of related transactions will not result in a

Ratings Effect.

"Ratings Effect" means, with respect to any action or series

of related actions or proposed transaction or series of related proposed

transactions, a reduction or withdrawal of the rating of any outstanding Class

with respect to which a Rating Agency has previously issued a rating as a result

of such action or series of related actions or the consummation of such proposed

transaction or series of related transactions.

"Receivables System" means the accounting system administered

and utilized by the Servicer, including all accounting data inputs therein,

including those relating to the accounting for the Contracts.

"Record Date" means, with respect to any Payment Date, the

Business Day immediately preceding such Payment Date (so long as the Notes are

in book-entry form) or the last day of the prior calendar month (if certificated

Notes have been issued).

"Redemption Date" has the meaning specified in Section 7.08

hereof.

"Redemption Price" has the meaning specified in Section 7.08

hereof.

<PAGE>

"Reference Banks" means those certain four leading banks,

selected by the Servicer, engaged in transactions in Eurodollar deposits in the

international Eurocurrency market and having an established place of business in

London.

"Related Collection Period Collections" means, as of any

Payment Date, the amount of Collections on deposit in the Collection Account as

of the Deposit Date which were received and processed by the Servicer during the

related Collection Period, including all Liquidation Proceeds as to Defaulted or

Liquidated Contracts (other than in respect of an Excluded Residual Investment)

so received but excluding any Purchase Amounts.

"Replaced Assets" has the meaning assigned such term in

Section 2.03.

"Replaced Contracts" has the meaning assigned such term in

Section 2.03.

"Required Credit Enhancement" means, with respect to any

Payment Date, an amount equal to the percentage of the Contract Pool Principal

Balance set forth in the table below as of the end of the immediately prior

Collection Period; provided, that, the percentages for the Required Credit

Enhancement set forth below shall be reduced to the amount specified below, only

if the applicable Cumulative Loss Ratio, as of the Payment Dates that shall

occur in February 2007 and August 2007, is less than or equal to the Target

Cumulative Loss Ratio.

<TABLE>

Required Credit

Payment Date Enhancement

----------------------------------- ---------------

<S> <C>

September 2005 - January 2007 4.00%

February 2007 - July 2007 3.50%

On or after August 2007 3.00%

</TABLE>

"Required Holders" means (i) prior to the payment in full of

the Class A-Notes, Class A-1 Noteholders, Class A-2 Noteholders, Class A-3

Noteholders and/or Class A-4 Noteholders, holding Class A-1 Notes, Class A-2

Notes, Class A-3 Notes and/or Class A-4 Notes, respectively, evidencing more

than 66 2/3% of the Aggregate Principal Amount of all Class A-Notes Outstanding,

(ii) from and after the payment in full of the Class A-Notes, Holders of Class B

Notes holding Class B Notes evidencing more than 66 2/3% of the Aggregate

Principal Amount of all Class B Notes Outstanding, (iii) from and after the

payment in full of the Class B Notes, Holders of Class C Notes holding Class C

Notes evidencing more than 66 2/3% of the Aggregate Principal Amount of all

Class C Notes Outstanding, and (iv) from and after the payment in full of the

Class C Notes, Holders of the Class D Notes holding Class D Notes evidencing

more than 66 2/3% of the Aggregate Principal Amount of all Class D Notes

Outstanding.

"Required Payoff Amount" means, with respect to any Collection

Period for a Contract, the sum of (i) the Scheduled Payment due in such

Collection Period, together with any Scheduled Payments due in prior Collection

Periods but not yet received, plus (ii) the Contract Principal Balance of such

Contract (after taking into account the Scheduled Payment due in such Collection

Period and any Scheduled Payments due in prior Collection Periods whether or not

actually received and, with respect to Contracts that are Defaulted Contracts,

the Contract

<PAGE>

Principal Balance plus Scheduled Payments due but not yet paid on such Contract

as of the first day of the Collection Period during which it became a Defaulted

Contract without giving effect to the Defaulted Contract Valuation Amount) less

any subsequent cash collections on such contract.

"Requirements of Law" for any Person means the certificate of

incorporation or articles of association and by-laws or other organizational or

governing documents of such Person, and any law, treaty, rule or regulation, or

order or determination of an arbitrator or Governmental Authority, in each case

applicable to or binding upon such Person or to which such Person is subject,

whether Federal, state or local (including, without limitation, usury laws, the

Federal Truth in Lending Act and Regulation Z and Regulation B of the Board of

Governors of the Federal Reserve System).

"Reserve Account" means the Reserve Account established and

maintained pursuant to Section 7.01 hereof.

"Reserve Account Amount" means, as of any Payment Date, the

then current amount then on deposit in the Reserve Account.

"Residual Investment" means, with respect to certain Leases,

any funds that the Financing Originator shall have advanced against all or any

portion of the anticipated residual value of the leased Equipment upon the

expiration of such Lease in accordance with its terms in excess of the Contract

Principal Balance of such Lease.

"Responsible Officer" means, with respect to the Owner

Trustee, any officer in its Corporate Trust Administration Department (or any

similar group of a successor Owner Trustee) who has primary responsibility for

administering the Trust or the Trust Agreement, or to whom a corporate trust

matter is referred because of knowledge of, familiarity with, and authority to

act with respect to a particular matter.

"Scheduled Payment" means, with respect to any Contract, the

monthly or quarterly or semi-annual or annual rent or financing (whether

principal or principal and interest) payment or other payment scheduled to be

made by the related Obligor under the terms of such Contract; it being

understood that Scheduled Payments do not include any Excluded Amount or

Excluded Residual Investment.

"Schedule of Contracts" means the schedule of Contracts which

are conveyed to the Trust pursuant to this Agreement, executed and delivered on

the Closing Date, which schedule shall identify by any reasonable means or

designation the Financing Originator with respect to each Contract identified in

such Schedule, and which includes the Contracts listed on Exhibit B hereto

(which may be in electronic form rather than as an exhibit hereto). Such

Schedule shall be supplemented from time to time (a) by each subsequent

Substitution Schedule of Contracts with respect to each Substitution Transfer

Agreement and related Substitute Contracts, which Schedules of Contracts shall

be deemed incorporated and made a part of the original Schedule of Contracts on

Exhibit B hereto; and (b) by the Servicer from time to time to reflect the

release by and removal from the Trust Assets of (i) Contracts released in

connection with (A) in respect of a Contract becoming a Prepaid Contract in

accordance herewith or having

<PAGE>

its final Scheduled Payment paid in full in accordance with the Contract, or (B)

in respect of a repurchase from the Trust through payment of a Purchase Amount,

and (ii) Replaced Contracts. The Schedule of Contracts is to be maintained by

the Servicer (with copies thereof, as the same shall be supplemented or amended

as described above, to be provided promptly to the Trust).

"Schedule of Representations" means the Schedule of

Representations and Warranties set forth on Exhibit E hereto.

"Secondary Contract" shall mean, with respect to a Vendor

Loan, each End-User Contract securing such Vendor Loan.

"Secured Note" means each promissory note with a related

security interest evidenced by written agreement, pursuant to which the purchase

of specified assets by an Obligor or End-User is financed for specified monthly,

quarterly, semiannual or annual payments.

"Securities" means the Notes and the Equity Certificate, or

any of them.

"Securities Act" means the Securities Act of 1933, as amended

from time to time.

"Securityholders" means the Holders of the Notes or the Equity

Certificate.

"Series 2005-EF1 VFC Purchase Agreement" means the Series

2005-EF1 VFC Purchase and Sale Agreement, dated as of July 1, 2005, among CFUSA

and the Depositor, as the same may be amended, supplemented, restated or

otherwise modified from time to time.

"Servicer" means initially CITEF, until any Successor Servicer

is appointed pursuant to Article VIII hereof, and thereafter, means the

Successor Servicer so appointed.

"Servicer Advance" means, with respect to any Payment Date,

the amounts, if any, deposited by the Servicer in the Collection Account for

such Payment Date in respect of Scheduled Payments pursuant to Section 5.14

hereof.

"Servicer Default" has the meaning given such term in Section

8.01.

"Servicer Letter of Credit" has the meaning given such term in

Section 7.01(b)(ii)(B) hereof.

"Servicing Fee" has the meaning specified in Section 5.18

hereof.

"Servicing Fee Percentage" means 0.75%.

"Servicing Officer" means any officer of the Servicer involved

in, or responsible for, the administration and servicing of Contracts.

"Servicing Standard" means, with respect to the servicing and

collection activities of the Servicer concerning the Contract Assets, the

conduct of such activities with reasonable care, using that degree of skill and

attention that the Financing Originator for such Contract

<PAGE>

Assets exercises with respect to all comparable contracts and related assets

that it services for itself or others, and in accordance with Customary Policies

and Procedures and applicable law.

"Servicing Transfer" is defined in Section 8.02(b).

"Solvent" means, as to any Person at any time, that (a) the

fair value of the Property of such Person is greater than the amount of such

Person's liabilities (including disputed, contingent and unliquidated

liabilities) as such value is established or such liabilities evaluated for

purposes of Section 101(31) of the Bankruptcy Code; (b) the present fair

saleable value of the Property of such Person in an orderly liquidation of such

Person is not less than the amount that will be required to pay the probable

liability of such Person on its debts as they become absolute and matured; (c)

such Person is able to realize upon its Property and pay its debts and other

liabilities (including disputed, contingent and unliquidated liabilities) as

they mature in the normal course of business; (d) such Person does not intend

to, and does not believe that it will, incur debts or liabilities beyond such

Person's ability to pay as such debts and liabilities mature; and (e) such

Person is not engaged in business or a transaction, and is not about to engage

in a business or a transaction, for which such Person's property would

constitute unreasonably small capital.

"Specified Reserve Account Balance" means with respect to any

Payment Date, an amount equal to the lesser of (a) the outstanding Principal

Amount of the Notes; and (b) (i) an amount equal to 1.90% of the Initial

Contract Pool Principal Balance for each Payment Date from September 2005

through and including July 2007; (ii) 1.65% of the Initial Contract Pool

Principal Balance for each Payment Date from August 2007 through and including

January 2008; or (iii) 1.40% of the Initial Contract Pool Principal Balance for

each Payment Date on or after February 2008; provided, however, that the

Specified Reserve Account Balance shall be reduced from 1.90% or 1.65%, as the

case may be, of the Initial Contract Pool Principal Balance, only if the

applicable Cumulative Loss Ratio, as of the Payment Date in August 2007 or the

Payment Date in February 2008 is less than or equal to the Target Cumulative

Loss Ratio for such Payment Date.

"Standard & Poor's" means Standard & Poor's Ratings Service, a

division of The McGraw-Hill Companies, or any successor thereto.

"Subsidiary" means with respect to a Person, any corporation

or other entity of which securities or other ownership interests (whether

directly or indirectly in connection with contract rights) having ordinary

voting power to elect a majority of the board of directors or other persons

performing similar functions are at the time directly or indirectly owned by

such Person.

"Substitute Contract" means any Contract conveyed, assigned

and transferred by the Depositor or CFUSA to the Trust pursuant to Section 2.03.

"Substitute Contract Assets" means Contract Assets relating to

Substitute Contracts.

"Substitute Contract Qualification Conditions" means, with

respect to any Substitute Contract being transferred to the Trust pursuant to

Section 2.03, each of the following:

<PAGE>

(1) the accuracy of each of the following statements as of the

related Cut-Off Date for such Contract:

(a) the Contract Principal Balance of such Substitute

Contract is not less than that of the related Replaced Contract[s];

(b) no adverse selection procedure shall have been

employed in the selection of such Substitute Contract from the Financing

Originator's portfolio; and

criteria set forth in the definition of Eligible Contract herein.

(2) with respect to any such Substitute Contract which is

replacing a Replaced Contract of the type described in clause (a) of the

definition of Substitution Event, the condition that after giving effect to such

transfer, the Contract Pool Principal Balance of all Substitute Contracts

transferred to the Trust since the Closing Date in respect of Replaced Contracts

of the same type shall not exceed 10% of the Initial Contract Pool Principal

Balance.

"Substitute Transferred Assets" has the meaning assigned such

term in Section 2.03.

"Substitution Assignment Agreement" means, with respect to any

Substitute Contracts, the agreement between CFUSA and the Depositor pursuant to

which CFUSA transfers the identified Substitute Contracts to the Depositor

pursuant to the Non-VFC Purchase Agreement or the Series 2005-EF1 VFC Purchase

Agreement, as the case may be.

"Substitution Cut-Off Date" means the date specified as such

for the relevant Substitute Contracts, in the related Substitution Transfer

Agreement.

"Substitution Event" means, with respect to any transfer of a

related Substitute Contract to the Trust under Section 2.03, the occurrence of

any of the following: (a) one or more Contracts identified in the related

Substitution Notice as being an intended Replaced Contract with respect to such

Substitute Contract, has become a Defaulted Contract, (b) one or more Contracts

identified in the related Substitution Notice as being an intended Replaced

Contract with respect to such Substitute Contract, has been subjected to a

Material Modification, (c) one or more Contracts identified in the related

Substitution Notice as being an intended Replaced Contract with respect to such

Substitute Contract, has become an Ineligible Contract, or (d) one or more

Contracts identified in the related Substitution Notice as being an intended

Replaced Contract with respect to such Substitute Contract, has become a Prepaid

Contract and the Trust has not yet received the related Prepayment.

"Substitution Notice" means, with respect to any transfer of

Substitute Contracts to the Trust pursuant to Section 2.03 (and the Financing

Originator's corresponding conveyance and assignment of such Substitute

Contracts), a notice, which shall be given at least five days prior to the

related Substitution Transfer Date, identifying the Substitute Contracts to be

transferred, the Contract Principal Balance of such Substitute Contracts and the

related Substitution Event (with respect to an identified Contract or Contracts

then in the Contract Pool, which will upon such substitution become a Replaced

Contract) to which such Substitute

<PAGE>

Contract relates, with such notice to be signed both by the Depositor and the

Financing Originator.

"Substitution Schedule of Contracts" means a schedule or list,

substantially in the form of the initial Schedule of Contracts delivered on the

Closing Date, but listing each Substitute Contract being transferred to the

Trust pursuant to a related Substitution Transfer Agreement, as well as the

related Replaced Contracts being removed from the existing Contract Pool by

virtue of such substitution.

"Substitution Transfer Agreement" means the agreement

identified as such in Section 2.03(b)(iv) hereof.

"Substitution Transfer Date" means any date on which

Substitute Contracts are transferred to the Trust.

"Successor Servicer" has the meaning given such term in

Section 8.02(b).

"Swap Agreement" means the ISDA Master Agreement between the

Trust and Swap Counterparty, including the schedule thereto, the related credit

support annex and the confirmation thereunder each dated August 24, 2005, as the

same may be amended from time to time as permitted therein and herein, in each

case to the extent relating to the swap, contemplated therein.

"Swap Counterparty" means Barclays Bank PLC.

"Swap Counterparty Payment" means any payment made by the Swap

Counterparty under the Swap Agreement.

"Swap Event" means any period following the termination of the

Swap Agreement, in which the Trust shall have not entered into a new swap

agreement with a swap counterparty acceptable to the Rating Agencies.

"Swap Trust Payment" means any payment made by the Trust to

the Swap Counterparty with respect to the excess, if any, of the fixed swap rate

of 4.49228% per annum over One-Month LIBOR plus 0.04% and other amounts, if any,

due under the Swap Agreement (other than any amounts payable upon a termination

thereof).

"Target Cumulative Loss Ratio" means, for any Payment Date,

the percentages set forth opposite the applicable Payment Dates below of the

Initial Contract Pool Principal Balance as of the end of the applicable prior

Collection Period:

<TABLE>

Payment Date Target Cumulative Loss Ratio

------------------- ----------------------------

<S> <C>

February 20, 2007 2.00%

August 20, 2007 2.50%

February 20, 2008 3.00%

</TABLE>

<PAGE>

"Tax Opinion" means, with respect to any action, an Opinion of

Counsel to the effect that, for federal income tax purposes, (i) following such

action the Trust will not be deemed to be an association (or publicly traded

partnership) taxable as a corporation, (ii) following such action the Trust will

be disregarded as a separate entity from the Depositor, and (iii) such action

will not affect the tax characterization as debt of Notes of any outstanding

Class issued by the Trust for which an Opinion of Counsel has been provided that

such Notes are debt.

"Telerate Page 3750" means the display page so designated on

the telerate service (or another page replacing that page on that service for

the purpose of displaying comparable rates or prices).

"Third Party Source" means any affiliate of CITEF, Vendor or

other manufacturer, dealer, lender or intermediary from which CITEF purchased a

Contract.

"Transaction Documents" means this Agreement, any Substitution

Transfer Agreement, the VFC Conveyancing Agreement, the VFC Purchase Agreement,

the VFC Assignment, the VFC Pooling Agreement, the Non-VFC Conveyancing

Agreement, the Non-VFC Purchase Agreement, the Series 2005-EF1 VFC Purchase

Agreement, the Trust Agreement, the Administration Agreement, the Indenture and

any other agreements contemplated herein or therein.

"Transferred Assets" means with respect to any Contracts

(including Substitute Contracts) conveyed or being conveyed to the Trust

pursuant to this Agreement, all right and interest of the Depositor in, to and

under the following:

(i) such Contracts and other related Contract Assets

(subject to the proviso below);

(ii) related rights of the Depositor under the

Purchase and Sale Agreements and Substitution Assignment Agreement (if any) and

the VFC Assignment, including, without limitation, in respect of the obligation

of CFUSA to repurchase or substitute for such Contracts under certain

circumstances as specified therein;

(iii) rights under this Agreement each Substitution

Transfer Agreement and each Assignment Agreement; and

(iv) all income from and proceeds of the foregoing;

provided, that Transferred Assets shall not include any title to or ownership

interest (other than any Guaranteed Residual Investment) in the Equipment

related to such Contracts (although security interests in such Equipment

established pursuant to the related Contract, and proceeds thereof, shall

constitute Transferred Assets), and provided further, that the security interest

granted by the Depositor pursuant to Section 2.01 hereof in related Equipment

owned by it, shall constitute part of Transferred Assets.

"Trust" means the trust governed by the Trust Agreement, the

assets and property of which consists of the Trust Assets.

<PAGE>

"Trust Accounts" means, collectively, the Collection Account

and the Reserve Account, or either of them.

"Trust Account Property" means the Trust Accounts, all amounts

and investments held from time to time in any Trust Account (whether in the form

of deposit accounts, physical property, book-entry securities, uncertificated

securities or otherwise), and all proceeds of the foregoing.

"Trust Agreement" means the Amended and Restated Trust

Agreement, dated as of July 1, 2005, among the Depositor, the Owner Trustee, and

The Bank of New York (Delaware) as Delaware Trustee, as amended, restated,

supplemented or otherwise modified from time to time.

"Trust Assets" has the meaning given to such term in the Trust

Agreement.

"Trust Estate" shall have the meaning specified in the Trust

Agreement.

"Trustees" means the Owner Trustee, the Delaware Trustee and

the Indenture Trustee, or any of them individually as the context may require.

"UCC" means the Uniform Commercial Code as enacted from time

to time in the State of New York.

"Unreimbursed Servicer Advances" means, at any time, the

amount of all previous Servicer Advances (or portions thereof) as to which the

Servicer has not been reimbursed as of such time pursuant to Section 7.05 and

which the Servicer has determined in its sole discretion are Nonrecoverable

Advances, and with respect to which the Servicer has given a written

certification to such effect to the Trust (which certification may take the form

of an entry on a Monthly Servicer's Report identifying Unreimbursed Servicer

Advances).

"United States" means the United States of America.

"Vehicle" means any motor vehicle, the transfer of interests

in which is governed by a state certificate of title or registry system.

"Vendor" means, with respect to a Contract, the equipment

manufacturer, dealer or distributor, or software licensor or distributor, or

other Person that provided financing under such Contract in connection with the

acquisition or use by an End-User of such party's Equipment, Software, Services

or other products.

"Vendor Agreements" means, collectively, Vendor Assignments

and Program Agreements.

"Vendor Assignment" means each assignment agreement pursuant

to which an individual End-User Contract originated by a Vendor is assigned by

such Vendor to the Financing Originator.

<PAGE>

"Vendor Guarantee" means the irrevocable obligation of a

Vendor to pay to the Financing Originator the aggregate outstanding principal

amount of a Contract which has been canceled by the related Obligor pursuant to

the terms of such Contract.

"Vendor Loan" means a limited recourse loan agreement payable

by a Vendor and secured by the Vendor's interest in Secondary Contracts and by

the Equipment, if any, related thereto.

"VFC Assignment" means the Release and Assignment instrument

dated the Closing Date, substantially in the form attached hereto as Exhibit A,

executed by the VFC Trust conveying, assigning and releasing the VFC Contract

Assets to the Depositor.

"VFC Contract Assets" means the Contract Assets pertaining to

the VFC Contracts.

"VFC Contracts" means Contracts conveyed by the VFC Trust to

the Depositor pursuant to the VFC Assignment, as listed in the Schedule of

Contracts attached to the VFC Assignment.

"VFC Conveyancing Agreement" means the Amended and Restated

Conveyancing Agreement dated as of March 2, 1999, as amended and restated as of

June 29, 2000 among the TCC Financing Originators (defined therein) and CFUSA,

as the same has been or may be amended, supplemented, restated or otherwise

modified from time to time.

"VFC Pooling Agreement" means the Amended and Restated Pooling

and Servicing Agreeme

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