UNDERWRITING AGREEMENT

Exhibit. 1.1

CIT EQUIPMENT COLLATERAL 2008-VT1
OWNER TRUST
RECEIVABLE -BACKED NOTES

UNDERWRITING AGREEMENT

May 9, 2008

Barclays Capital Inc.,
     as a Representative of the Underwriters
200 Park Avenue, 5 ^th Floor
New York, NY 10166

J.P. Morgan Securities Inc.
     as a Representative of the Underwriters
270 Park Avenue
New York, NY 10017

Dear Sirs:

          1. Introductory . CIT Funding Company, LLC, a Delaware limited liability company (the “ Company ”), proposes, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule A hereto (the “ Underwriters ”), for whom Barclays Capital Inc. and J.P. Morgan Securities Inc. are acting as Representatives (the “ Representatives ”), an aggregate of $197,000,000 principal amount of the 2.82620% Receivable-Backed Notes, Class A-1, $105,000,000 principal amount of the 4.76000% Receivable-Backed Notes, Class A-2A, $47,000,000 principal amount of the Floating Rate Receivable-Backed Notes, Class A-2B and $199,035,000 principal amount of the 6.59000% Receivable-Backed Notes, Class A-3 (collectively, the “ Offered Securities ”), of the CIT Equipment Collateral 2008-VT1 (the “ Trust ”). The Trust is also issuing $18,676,000 principal amount of the 6.51000% Receivable-Backed Notes, Class B, $26,636,000 principal amount of the 7.00000% Receivable-Backed Notes, Class C, and $18,982,039 principal amount of the 7.48000% Receivable-Backed Notes, Class D (collectively, the “Subordinate Notes”). The Trust is only offering the Offered Securities pursuant to the Prospectus (as defined below). The Subordinate Notes will not be offered and will be initially owned by the depositor. The Trust will be created pursuant to an Amended and Restated Trust Agreement (the “ Trust Agreement ”) dated as of April 1, 2008, between the Company and Deutsche Bank Trust Company Delaware, as owner trustee (the

“ Owner Trustee ”). The Offered Securities and the Subordinate Notes (collectively, the “Notes”) will be issued under an Indenture (the “ Indenture ”) dated as of April 1, 2008, between the Trust and Manufacturer’s and Trader’s Trust Company, as indenture trustee (the “ Indenture Trustee ”). The Trust is also issuing to the Company the sole Equity Certificate (the “ Certificate ”) evidencing the entire beneficial equity interest in the Trust.

          Before the Time of Delivery (as defined below), the Company purchased certain of the Contracts and certain interests in the equipment related to such Contracts (the equipment relating to any of the Contracts being referred to herein as the “ Equipment ”) from CIT Financial USA Inc. (“ CFUSA ”) pursuant to the Amended and Restated Sale and Contribution Agreement, dated as of March 2, 1999, as amended and restated as of June 29, 2000 (the “ VFC Purchase Agreement ”), by and among CFUSA, AT&T Capital Corporation (now known as Capita Corporation, “ Capita ”) and the Company and transferred the Contracts to CIT Equipment Trust VFC Series (the “ VFC Trust ”). CFUSA has previously purchased a portion of the Contracts and related Equipment from DFS-SPV L.L.C. (successor in interest to DFS-SPV L.P.) pursuant to a Receivables Purchase Agreement, dated as of October 31, 1998 (the “ Receivables Purchase Agreement ”), between CFUSA and DFS-SPV L.L.C. DFS-SPV L.L.C. purchased the Contracts and Equipment from DFS Financial Services L.L.C. (successor in interest to DFS Financial Services L.P., “ DFS ”) pursuant to a Purchase Agreement, dated as of October 31, 1998 (the “ DFS Purchase Agreement ” and, together with the Receivables Purchase Agreement, the “ DFS Conveyancing Agreements ”), between DFS and DFS-SPV L.L.C. Prior to December 19, 2007, DFS was a joint venture between CIT Group Inc., a Delaware corporation (“ CIT ”) and certain of its affiliates, and Dell Inc. (“ Dell ”) and certain of its affiliates, pursuant to the Agreement of Limited Partnership of Dell Financial Services L.P., dated April 14, 1997, as amended by the 2004 Extension and Funding Agreement, dated as of September 8, 2004, pursuant to which the parties thereto agreed to amend and restate the DFS Limited Partnership Agreement, and the Amended and Restated Agreement of Limited Partnership of DFS, dated as of September 8, 2004 (the “ Amended DFS Limited Partnership Agreement ”). Pursuant to a Letter Agreement dated December 19, 2007 (the “ Letter Agreement ”), CIT and Dell ended the joint venture by terminating the Amended and Restated DFS Limited Partnership Agreement. Pursuant to the Letter Agreement, Dell exercised its right to purchase CIT’s interest in DFS. CFUSA also has previously originated or purchased such Contracts and related Equipment from certain affiliates (the “ Financing Originators ”). Each of the Financing Originators is a direct or indirect wholly owned subsidiary of CIT. On or before the Time of Delivery, the Company will reacquire the Contracts described in the preceding sentence from the VFC Trust pursuant to a Release and Assignment, to be dated as of May 14, 2008 (the “ VFC Assignment ”), between the VFC Trust and the Company. The Company will also enter into a Series 2008-VT1 Purchase and Sale Agreement, dated as of April 1, 2008 (the “ Substitute VFC Purchase Agreement ”), between CFUSA and the Company. In addition, on or before the Time of Delivery, CFUSA will purchase certain other Contracts and Equipment from the Financing Originators pursuant to a Non-VFC Conveyancing Agreement, dated as of April 1, 2008 (the “ Non-VFC Conveyancing Agreement ”), among the Financing Originators and CFUSA and the Company will purchase such Contracts from CFUSA pursuant to the Non-VFC Purchase and Sale Agreement, dated as of April 1, 2008 (the “ Non-VFC Purchase Agreement ” and, together with the VFC Purchase Agreement and the Substitute VFC Purchase Agreement, the “ Purchase and Sale Agreements ”), between CFUSA and the Company.

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          The Trust will acquire a pool of equipment leases (the “ Contracts ”), a security interest in the Company’s interest in the Equipment related to the Contracts and certain other rights pursuant to the Pooling and Servicing Agreement (the “ Pooling and Servicing Agreement ”), among the Company, the Trust and CFUSA and pursuant to which CFUSA has agreed to service the Contracts. In addition, the Trust will deposit $39,801,387.54 (the “ Initial Deposit ”) into the Reserve Account at the Time of Delivery. As used herein, the term “ Related Documents ” means the Trust Agreement, the Offered Securities, the Indenture, the Pooling and Servicing Agreement, the VFC Purchase Agreement, the VFC Assignment, the Substitute VFC Purchase Agreement, the Non-VFC Conveyancing Agreement, the Non-VFC Purchase Agreement and the Letter of Representations among the Trust, the Indenture Trustee and The Depository Trust Company.

          Capitalized terms used herein without definition shall have the meanings set forth in the Indenture or the Pooling and Servicing Agreement.

          At or prior to the time when sales to purchasers of the Offered Securities were first made to investors by the Underwriters, which was approximately 12:00 p.m. on May 9, 2008 (the “ Time of Sale ”), the Company and CFUSA had prepared the Preliminary Prospectus Supplement dated May 6, 2008 to the Prospectus dated May 6, 2008 (together with the Base Prospectus, as defined below, the “ Preliminary Prospectus ”). If, subsequent to the Time of Sale and prior to the Closing Date, such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Underwriters terminate their old “Contracts of Sale” (within the meaning of Rule 159 under the Securities Act of 1933, as amended (the “ Act ”)) and enter into new Contracts of Sale with investors in the Offered Securities, then the “Preliminary Prospectus” will refer to the information conveyed to investors at the time of entry into such new Contract of Sale, in an amended Preliminary Prospectus approved by the Company and the Representatives that corrects such material misstatements or omissions (a “ Corrected Prospectus ”) and “Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into.

          2. Representations and Warranties of the Company and CFUSA . Each of the Company and CFUSA, jointly and severally, represents and warrants to, and agrees with, each of the Underwriters that:

          (a) The Trust, the Company and the Offered Securities meet the requirements for use of Form S-3 under the Act; the Company has filed with the Securities and Exchange Commission (the “ Commission ”) a registration statement on Form S-3 (bearing Commission File No. 333-122288), including the related preliminary prospectus or prospectuses, relating to the Offered Securities and the offering thereof from time to time in accordance with Rule 415 under the Act. Such registration statement, as amended, has been declared effective by the Commission, is still effective as of the date hereof and was declared effective by the Commission within three years prior to the Closing Date, and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the “ Trust Indenture Act ”). The Company will prepare and file with the Commission a prospectus supplement, dated May 9, 2008, (together with any later dated prospectus supplement relating to the Offered Securities, the “ Prospectus Supplement ”) specifically relating to the Offered Securities pursuant to Rule 424 under the Act.

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The registration statement as amended at the date hereof is hereinafter referred to as the “ Registration Statement .” The term “ Base Prospectus ” means the prospectus dated May 6, 2008 relating to all offerings of securities under the Registration Statement. The term “ Prospectus ” means the Base Prospectus together with the Prospectus Supplement. As used herein, the terms “ Registration Statement ,” “ Prospectus ,” “ Base Prospectus ” and “ Preliminary Prospectus ” shall include in each case the documents, if any, incorporated by reference therein together with information referred to under the caption “Appendix A” therein, regardless of whether it is deemed a part of the Registration Statement or Base Prospectus under the Rules and Regulations. If the Company has filed an abbreviated registration statement to register additional debt securities pursuant to Rule 462(b) under the Act (the “ Rule 462(b) Registration Statement ”), then any reference herein to the term “ Registration Statement ” shall be deemed to include such Rule 462(b) Registration Statement. For purposes of this Agreement, all references to the Registration Statement, any Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the electronically transmitted copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“ EDGAR ”). All references in this Agreement to financial statements and schedules and other information that is “ contained ,” “ included ” or “ stated ” in the Registration Statement, any Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement, any Preliminary Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the filing of any document with the Commission pursuant to the Act or pursuant to the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), that is incorporated by reference in the Registration Statement, such Preliminary Prospectus or the Prospectus, as the case may be;

          (b) No stop order preventing or suspending the effectiveness or use of the Registration Statement, the Preliminary Prospectus or the Prospectus has been issued by the Commission and no proceeding for that purpose has been initiated or, to the knowledge of the Company, threatened by the Commission. The Registration Statement, as of the applicable effective date as to each part thereof pursuant to Rule 430B(f)(2) and any amendment thereto under the Act, conforms, and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus will conform, in all material respects to the requirements of the Act, and the rules and regulations of the Commission thereunder, and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however , that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with written information furnished to the Company by any Underwriter specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Prospectus Supplement furnished on behalf of such Underwriter: the concession and reallowance figures appearing in the table after the second paragraph under the caption “PLAN OF DISTRIBUTION” and the information contained in the second and fourth paragraphs under the caption “PLAN OF DISTRIBUTION” (collectively, the “ Provided Information ”). In addition, the statements in “DESCRIPTION OF THE NOTES AND INDENTURE” in the Prospectus, to the extent they constitute a summary of

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the Notes, the Indenture and the Pooling and Servicing Agreement, constitute a fair and accurate summary thereof.

          (c) The documents incorporated or deemed to be incorporated by reference in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Prospectus or any further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however , that this representation and warranty shall not apply to any statements or omissions made in the Provided Information;

          (d) The Preliminary Prospectus, at the Time of Sale, did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to information omitted from such Preliminary Prospectus in reliance on Rule 430B under the Act or with respect to any statements or omissions made in reliance upon and in conformity with the Provided Information.

          (e) Since the respective dates as of which information is given in the Registration Statement, the Preliminary Prospectus and the Prospectus, there has not been any change, or any development involving a prospective change, in or affecting the Company, CFUSA, the Financing Originators, CIT or the Trust (other than as contemplated in the Registration Statement, Preliminary Prospectus or the Prospectus, as the case may be) which would be expected to have a material adverse effect on either (1) the ability of such person to consummate the transactions contemplated by, or to perform its respective obligations under, this Agreement or any of the Related Documents to which it is a party or (2) the Contracts or the Trust Estate (as defined in the Trust Agreement) considered in the aggregate;

          (f) The Company has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware; CFUSA has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware; each of the Financing Originators has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation; each of the Company and CFUSA has the power and authority (partnership, corporate and/or other) to own its properties and conduct its business to the extent described in the Preliminary Prospectus and the Prospectus and to perform its obligations under this Agreement and the Related Documents to which it is a party; each of the Financing Originators has the power and authority (partnership, corporate and/or other) to own its properties and conduct its business to the extent described in the Preliminary Prospectus and the Prospectus; and each of the Company,

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CFUSA and the Financing Originators has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified or in good standing in any such jurisdiction;

          (g) As of the Time of Delivery, each consent, approval, authorization or order of, or filing with, any court or governmental agency or body that is required to be obtained or made by the Company, CFUSA, the Trust and each of the Financing Originators or their subsidiaries for the consummation of the transactions contemplated by this Agreement and the Related Documents shall have been obtained or made, except for such consents, approvals, authorizations, registrations or qualifications as may be required under Blue Sky laws and except for the UCC Filings, which shall be made promptly and in any event not later than 10 calendar days after the Time of Delivery;

          (h) Reserved;

          (i) This Agreement has been duly authorized, executed and delivered by the Company and CFUSA and constitutes a legal, valid and binding agreement of the Company and CFUSA enforceable against the Company and CFUSA in accordance with its terms, except as enforceability may be limited by (i) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors, (ii) general principles of equity (whether enforcement is sought in a proceeding in equity or at law and) (iii) any applicable law or public policy imposing limitations upon, or otherwise affecting, the availability or enforcement of rights to indemnification thereunder;

          (j) The Offered Securities have been duly and validly authorized by the Trust and, when issued pursuant to the Indenture and delivered pursuant to this Agreement, will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Trust, enforceable against the Trust in accordance with their terms (except as enforceability may be limited by (i) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors, (ii) any applicable law or public policy imposing limitations upon, or otherwise affecting, the availability or enforcement of rights to indemnification thereunder and (iii) general principles of equity (whether enforcement is sought in a proceeding in equity or at law), and entitled to the benefits provided by the Indenture under which they are to be issued, which Indenture will be substantially in the form filed as an exhibit to the Registration Statement; the Indenture has been duly authorized and duly qualified under the Trust Indenture Act and, assuming the due authorization, execution and delivery thereof by the other parties thereto, the Indenture will constitute a valid and legally binding instrument of the Trust, enforceable against the Trust in accordance with its terms (except as enforceability may be limited by (i) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors, (ii) any applicable law or public policy imposing limitations upon, or otherwise affecting, the availability or enforcement of rights to indemnification thereunder and (iii) general principles of equity (whether enforcement is sought in a proceeding in equity or at law); assuming the due authorization, execution and delivery thereof by the other parties thereto, each of the other Related Documents will constitute a valid

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and legally binding obligation of the Company and CFUSA, as applicable, enforceable against the Company and CFUSA, as applicable, in accordance with its terms (except as enforceability may be limited by (i) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors, (ii) any applicable law or public policy imposing limitations upon, or otherwise affecting, the availability or enforcement of rights to indemnification thereunder and (iii) general principles of equity (whether enforcement is sought in a proceeding in equity or at law); the execution, delivery and performance by the Company, CFUSA and the Trust of the Related Documents to which they are a party and the consummation of the transactions contemplated thereby have been duly and validly authorized by all necessary action and proceedings required of them; and the Offered Securities, the Indenture, the Pooling and Servicing Agreement, the Trust Agreement and the other Related Documents will conform in all material respects to the descriptions thereof in the Preliminary Prospectus and the Prospectus;

          (k) The issuance of the Offered Securities by the Trust and sale of the Offered Securities by the Company hereunder and the compliance by the Trust, the Company and CFUSA with all of the provisions of this Agreement, and the compliance by the Trust, the Company and CFUSA with all of the provisions of all of the Related Documents to which they are parties and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Trust, the Company or CFUSA is a party (except with respect to the notifications and consents required under certain of the Contracts described in paragraph (m) in the definition of Eligible Contract in Section 1.01 of the Pooling and Servicing Agreement, which will be given or obtained no later than 10 days after the Time of Delivery to the extent described in subsection 5(j) hereof or will otherwise be repurchased as provided in the Purchase and Sale Agreements) or by which the Trust, the Company, CFUSA or the Financing Originators or any of their subsidiaries is bound or to which any of the property or assets of the Trust, the Company, CFUSA or the Financing Originators is subject, nor will such action result in any violation of the provisions of the Certificate of Incorporation, Articles of Organization, By-laws, limited liability company agreement or Operating Agreements of the Company, CFUSA or the Financing Originators or the Trust or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Trust, the Company, CFUSA or the Financing Originators or any of their properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required to be obtained by any of them for the issuance of the Offered Securities by the Trust and the sale of the Offered Securities by the Company or the consummation by the Trust, the Company or CFUSA of the transactions contemplated by this Agreement or the Related Documents, except (i) the registration under the Act of the Offered Securities, (ii) such as have been obtained under the Trust Indenture Act, (iii) such consents, approvals, authorizations, registrations or qualifications as may be required under state or foreign securities or Blue Sky laws in connection with the purchase and distribution of the Offered Securities by the Underwriters and (iv) any consents required under certain of the Contracts, as more fully described above in this clause (k);

          (l) There are no legal or governmental proceedings to which the Company, CFUSA, the Trust or any of the Financing Originators is a party or of which any property of the Company, CFUSA, the Trust or any of the Financing Originators is the subject (i) asserting the

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invalidity of this Agreement, the Offered Securities or any other Related Documents, (ii) seeking to prevent the issuance of the Offered Securities or the consummation of any of the transactions contemplated by this Agreement or any Related Document, (iii) which is reasonably expected to materially and adversely affect the performance by the Company, CFUSA or the Trust of their respective obligations under, or the validity or enforceability of, this Agreement, the Offered Securities or the other Related Documents, as applicable, (iv) seeking to affect adversely the federal income tax attributes of the Offered Securities described in the Preliminary Prospectus and the Prospectus or (v) which is reasonably expected to, individually or in the aggregate, have a material adverse effect on the Company, CFUSA, the Trust or such Originator; and, to the best of the Company’s and CFUSA’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others;

          (m) The Company, CFUSA and each of the Financing Originators are not in violation of their respective Certificate of Incorporation, By-laws, limited liability company agreement or other constituent agreements and the Trust is not in violation of the Trust Agreement, and none of the Company, CFUSA, the Trust nor any of the Financing Originators is in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound;

          (n) Each of the Company and the Trust is not and, after giving effect to the offering and sale of the Offered Securities and other transactions contemplated hereby, will not be, an “investment company” or an entity “controlled” by an “investment company”, as such terms are defined in the Investment Company Act of 1940, as amended (the “ Investment Company Act ”) or each of the Company and the Trust is exempt from all provisions of the Investment Company Act;

          (o) As of the Cut-off Date, the computer tape of the Contracts made available to the Representatives by CFUSA, the Financing Originators and the Company was accurate in all material respects;

          (p) No selection procedures adverse to the holders of the Offered Securities were utilized (i) in selecting those contracts transferred by (x) the Financing Originators to CFUSA, (y) from CFUSA to the Company and (z) from the VFC Trust to the Company from those contracts available therefor or (ii) in selecting those contracts transferred by the Company to the Trust from those contracts available therefor;

          (q) Either the Company or DFS Equipment Holdings L.L.C. owns and at the Time of Delivery the Company will own an interest in the Equipment relating to the Contracts free and clear of any lien, charge or encumbrance (other than Permitted Liens) and subject to the rights of the related obligors. Upon execution and delivery of the VFC Assignment and a comparable assignment pursuant to the Non-VFC Purchase Agreement and the consummation of the transactions thereunder, the Company will acquire the Contracts and an interest in the related Equipment, free and clear of any lien, charge or encumbrance other than Permitted Liens, and subject to the rights of the related obligors; and, upon execution and delivery of the Pooling and Servicing Agreement, the Trust will acquire the Contracts, free and clear of any lien, charge or

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encumbrance (other than as contemplated by the Related Documents), but subject to the rights of the related obligors;

          (r) As of the date hereof and as of the Time of Delivery, CFUSA is not obligated to repurchase Contracts constituting a material portion of the Contract Pool Principal Balance (as defined in the Indenture);

          (s) As of the date hereof, the Company is wholly owned by CFUSA;

          (t) In accordance with Generally Accepted Accounting Principles, as currently in effect, each party to the VFC Purchase Agreement, the VFC Assignment, the Substitute VFC Purchase Agreement, and the Non-VFC Purchase Agreement will treat the transactions contemplated by such agreements as a sale of the Contracts and interests in the related Equipment to the Company, and the Company will treat the transactions contemplated by the Pooling and Servicing Agreement as a sale of the Contracts to the Trust;

          (u) CFUSA represents and warrants that it has made available to the Underwriters copies of CIT’s 2007 consolidated financial statements for the year ended December 31, 2007 as filed with the SEC on Form 10-K and CIT’s unaudited balance sheet and statements of income and retained earnings for the period ended March 31, 2008 as filed with the SEC on Form 10-Q. Except as set forth in or contemplated in the Registration Statement and the Prospectus or as described by CIT in SEC filings or press releases of general distribution, copies of which have been delivered to you, there has been no material adverse change in the condition (financial or otherwise) of CIT and its subsidiaries, taken as a whole, since March 31, 2008;

          (v) Any taxes, fees and other governmental charges arising from the execution and delivery by CFUSA or the Company of this Agreement, the Pooling and Servicing Agreement, the Trust Agreement and the Indenture and in connection with the execution, delivery and issuance of the Offered Securities and with the transfer of the Contracts and the Equipment, have been paid or will be paid by the Company prior to the Closing Date;

          (w) As of the Time of Sale, the Company was not and as of the Closing Date is not, an “ineligible issuer,” as defined in Rule 405 under the Act;

          (x) The Company has filed the Preliminary Prospectus and each Free Writing Prospectus and any “issuer information” as defined under the Act included in any Free Writing Prospectus permitted by this Agreement required to have been filed under the Act and the Rules and Regulations as of the applicable time of the making of this representation and warranty and it has done so within the applicable periods of time required under the Act and the Rules and Regulations.

          (y) As of the Closing Date, each of the respective representations and warranties of the Company, CFUSA, the Trust and each of the Financing Originators set forth in the Related Documents will be true and correct, and the Underwriters may rely on such representations and warranties as if they were set forth herein in full.

          All representations, warranties and agreements made herein shall be deemed made as of the date hereof and as of the Time of Delivery; provided, however , that to the extent

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any representation or warranty relates to a specific date, such representation and warranty shall be deemed to continue to relate to such date.

          3. Sale and Delivery to the Underwriters; Closing . Subject to the terms and conditions herein set forth, the Company agrees to cause the Trust to issue the Offered Securities and the Company agrees to sell to each of the Underwriters, severally and not jointly, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the Offered Securities at the purchase price for each class of Offered Securities equal to the product of (x) the principal balance of such class of Offered Securities purchased by an Underwriter and (y) the Purchase Price Percent for such class of Offered Securities, as set forth in Schedule A hereto.

          The Offered Securities will be represented initially by one or more definitive global certificates in registered form which will be deposited by or on behalf of the Company with The Depository Trust Company (“ DTC ”) or, on DTC’s behalf, with DTC’s designated nominee or custodian and duly endorsed to DTC or in blank by an effective endorsement. The Company will transfer the Offered Securities in book-entry form to the Representatives, for the account of each Underwriter, against payment by the Representatives (by or on behalf of each such Underwriter or otherwise) of the purchase price therefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or accounts as the Company shall designate), by causing DTC to credit the Offered Securities to the accounts of the Representatives at DTC. The Company will cause the global certificates referred to above to be made available to the Representatives for checking at least 24 hours prior to the Time of Delivery at the office of DTC or its designated custodian (the “ Designated Office ”). The time and date of such delivery and payment shall be 9:00 a.m., New York City time, on May 14, 2008 or such other time and date as the Representatives and the Company may agree upon in writing. Such time and date are herein called the “ Time of Delivery .”

          The documents to be delivered at Time of Delivery by or on behalf of the parties hereto pursuant to Section 6 hereof, including the cross receipt for the Offered Securities and any additional documents requested by the Underwriters pursuant to Section 6(v) hereof, will be delivered at the offices of McDermott Will & Emery LLP, 340 Madison Avenue, New York, New York 10173 (the “ Closing Location ”), and the Offered Securities will be delivered at the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Location at 10:00 a.m., New York time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 3, “ New York Business Day ” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

          4. Offering by Underwriters . It is understood that the Underwriters propose and agree to offer the Offered Securities for sale upon the terms and conditions set forth in the Prospectus and any Preliminary Prospectus.

          5. Certain Agreements of the Company and CFUSA . The Company and CFUSA, jointly and severally, agree with each of the Underwriters that:

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          (a) The Company will prepare the Prospectus in a form approved by the Representatives (which approval will not be unreasonably withheld) and will file such Prospectus pursuant to Rule 424(b) under the Act not later than the date required by Rule 424; make no further amendment or any supplement to the Registration Statement (including any post-effective amendment and any filing under Rule 462(b) under the Act) or Prospectus prior to the Time of Delivery which shall be reasonably disapproved by the Representatives promptly after reasonable notice thereof; will advise the Representatives, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Preliminary Prospectus or the Prospectus or any amended Preliminary Prospectus or Prospectus has been filed and to furnish the Underwriters with copies thereof; will file promptly all reports and any definitive proxy or information statements required to be filed by the Company (on behalf of the Trust) or the Trust with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Offered Securities; to advise the Representatives, promptly after it receives notice thereof of the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, of the suspension of the qualification of the Offered Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, Preliminary Prospectus or Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus or suspending any such qualification, will promptly use its best efforts to obtain the withdrawal of such order. The Company will file with the Commission any Free Writing Prospectus delivered to investors in accordance with Section 8 as the Company is required to file under the Act and the Rules and Regulations, and to do so within the applicable period of time required under the Act and the Rules and Regulations (which for the avoidance of doubt shall include the filing of, in the case of an Underwriter Free Writing Prospectus that includes Pre-pricing and Pricing Information, the final version, and only the final version, of such Pre-pricing and Pricing Information). The Company or CFUSA will advise the Representatives promptly of any such filing under the Act.

          (b) The Company will promptly from time to time take such action as the Representatives may reasonably request to qualify the Offered Securities for offering and sale under the securities laws of such states as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such states for as long as may be necessary to complete the distribution of the Offered Securities, provided that in connection therewith the Company or the Trust shall not be required to qualify as a foreign corporation or entity or to file a general consent to service of process in any state.

          (c) The Company will furnish the Underwriters with copies of the Preliminary Prospectus and the Prospectus in such quantities as the Underwriters may from time to time reasonably request, and, if the delivery of a prospectus is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Offered Securities and if at such time any event shall have occurred as a result of which the Preliminary Prospectus or the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order

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to make the statements therein, in the light of the circumstances under which they were made when such Preliminary Prospectus or Prospectus is delivered, not misleading or, if for any other reason it shall be necessary during such period to amend or supplement the Preliminary Prospectus or the Prospectus or to file under the Exchange Act any document incorporated by reference in the Preliminary Prospectus or the Prospectus in order to comply with the Act or the Exchange Act or the Trust Indenture Act, will notify the Representatives and promptly will file such document which will correct such stat