EXHIBIT 33.1

REPORT ON
ASSESSMENT OF COMPLIANCE WITH APPLICABLE SERVICING
CRITERIA PURSUANT TO ITEM 1122 OF REGULATION AB

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | CIT
 Financial USA, Inc. (CIT-FUSA) is responsible for assessing compliance with
 the servicing criteria applicable to it under paragraph (d) of Item 1122 of
 Regulation AB, as of and for the 12-month period ending December 31, 2008
 (the Reporting Period), as set forth in Appendix A hereto. The transactions
 covered by this report include publicly issued asset-backed securities
 transactions for which CIT-FUSA acted as master servicer (the Platform) involving equipment loan and lease receivables, which
 asset-backed securities transactions were issued on or after January 1, 2006;
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|2. | Except as
 set forth in paragraph 3 below, CIT-FUSA used the criteria set forth in
 paragraph (d) of Item 1122 of Regulation AB to assess the compliance with the
 applicable servicing criteria;                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3. | The criteria
 listed in the column titled Inapplicable Servicing Criteria on Appendix A
 hereto are inapplicable to CIT-FUSA based on the activities it performs with
 respect to the Platform;                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|4. | CIT-FUSA has
 complied, in all material respects, with the applicable servicing criteria as
 of December 31, 2008 and for the Reporting Period with respect to the
 Platform, taken as a whole, except as described in Appendix B hereto;
 and                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|5. | PricewaterhouseCoopers
 LLP, a registered public accounting firm, has issued an attestation report on
 CIT-FUSAs assessment of compliance with the applicable servicing criteria
 for the Reporting Period.                                                                                                                                                                                                                                                                                                                                                                                                     

March 27, 2009

| |                                      |                                                     
| | ------------------------------------ | ----------------------------------------------------
| | CIT Financial USA, Inc., as Servicer
| |                                     
| | By:                                  | /s/
 Mark A. Carlson                                
| |                                      |                                                     
| |                                      | Name: Mark
 A. Carlson                              
| |                                      | Title:
   Senior Vice President  Corporate Treasury

-17-

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APPENDIX A

CIT Financial USA, Inc. (the Company)

|                                   |  |                                                                                                                                                                                                                                                                      |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|---------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------- |  | -------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------
|                                   |  |                                                                                                                                                                                                                                                                      |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|Servicing Criteria                 |  | Applicable Servicing Criteria                                                                                                                                                                                                                                        |  | Inapplicable Servicing Criteria    
|                                   |  |                                                                                                                                                                                                                                                                      |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|                                   |  |                                                                                                                                                                                                                                                                      |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|                                   |  |                                                                                                                                                                                                                                                                      |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|Reference                          |  | Criteria                                                                                                                                                                                                                                                             |  | Performed
 Directly by the
 Company |  | Performed by
 Vendor(s) for
 which the
 Company is the
 Responsible
 Party |  | Performed by
 subservicer(s) or
 vendor(s) for which
 the Company is NOT
 the Responsible Party |  | NOT performed
 by the Company
 or by
 subservicer(s) or
 vendor(s)
 retained by the
 Company
|                                   |  |                                                                                                                                                                                                                                                                      |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|General Servicing Considerations   |  |                                                                                                                                                                                                                                                                      |  |                                     |  |                                                                            |  |                                                                                                
|                                   |  |                                                                                                                                                                                                                                                                      |  |                                     |  |                                                                            |  |                                                                                                
|                                   |  |                                                                                                                                                                                                                                                                      |  |                                     |  |                                                                            |  |                                                                                                
|1122(d)(1)(i)                      |  | Policies and procedures are
 instituted to monitor any performance or other triggers and events of default
 in accordance with the transaction agreements.                                                                                                           |  | X                                   |  |                                                                            |  |                                                                                                 |  |                                                                                             
|                                   |  |                                                                                                                                                                                                                                                                      |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|1122(d)(1)(ii)                     |  | If any material servicing
 activities are outsourced to third parties, policies and procedures are
 instituted to monitor the third partys performance and compliance with such
 servicing activities.                                                              |  | X1,2                                |  |                                                                            |  | X
 1,2                                                                                          |  |                                                                                             
|                                   |  |                                                                                                                                                                                                                                                                      |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|1122(d)(1)(iii)                    |  | Any requirements in the
 transaction agreements to maintain a back-up servicer for the pool assets are
 maintained.                                                                                                                                                  |  |                                     |  |                                                                            |  |                                                                                                 |  | X                                                                                           
|                                   |  |                                                                                                                                                                                                                                                                      |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|1122(d)(1)(iv)                     |  | A fidelity bond and errors
 and omissions policy is in effect on the party participating in the servicing
 function throughout the reporting period in the amount of coverage required
 by and otherwise in accordance with the terms of the transaction agreements. |  |                                     |  |                                                                            |  |                                                                                                 |  | X                                                                                           
|                                   |  |                                                                                                                                                                                                                                                                      |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|Cash Collection and Administration |  |                                                                                                                                                                                                                                                                      |  |                                     |  |                                                                           
|                                   |  |                                                                                                                                                                                                                                                                      |  |                                     |  |                                                                           
|                                   |  |                                                                                                                                                                                                                                                                      |  |                                     |  |                                                                           
|1122(d)(2)(i)                      |  | Payments on pool assets are
 deposited into the appropriate custodial bank accounts and related bank
 clearing accounts no more than two business days following receipt, or such
 other number of days specified in the transaction agreements.                     |  | X3                                  |  |                                                                            |  | X3                                                                                              |  |                                                                                             
|                                   |  |                                                                                                                                                                                                                                                                      |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|1122(d)(2)(ii)                     |  | Disbursements made via wire
 transfer on behalf of an obligor or to an investor are made only by
 authorized personnel.                                                                                                                                              |  | X4                                  |  |                                                                            |  | X4                                                                                              |  |                                                                                             
|                                   |  |                                                                                                                                                                                                                                                                      |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|1122(d)(2)(iii)                    |  | Advances of funds or
 guarantees regarding collections, cash flows or distributions, and any
 interest or other fees charged for such advances, are made, reviewed and
 approved as specified in the transaction agreements.                                         |  | X5                                  |  |                                                                            |  | X5                                                                                              |  |                                                                                             
|                                   |  |                                                                                                                                                                                                                                                                      |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             

-18-

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|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------- |  | -------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|Servicing Criteria |  | Applicable Servicing Criteria                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  | Inapplicable Servicing Criteria    
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|Reference          |  | Criteria                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | Performed
 Directly by the
 Company |  | Performed by
 Vendor(s) for
 which the
 Company is the
 Responsible
 Party |  | Performed by
 subservicer(s) or
 vendor(s) for which
 the Company is NOT
 the Responsible Party |  | NOT performed
 by the Company
 or by
 subservicer(s) or
 vendor(s)
 retained by the
 Company
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|1122(d)(2)(iv)     |  | The related accounts for
 the transaction, such as cash reserve accounts or accounts established as a
 form of over collateralization, are separately maintained (e.g., with respect
 to commingling of cash) as set forth in the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | X                                   |  |                                                                            |  |                                                                                                 |  |                                                                                             
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|1122(d)(2)(v)      |  | Each custodial account is
 maintained at a federally insured depository institution as set forth in the
 transaction agreements. For purposes of this criterion, federally insured
 depository institution with respect to a foreign financial institution means
 a foreign financial institution that meets the requirements of §
 240.13k-1(b)(1) under the Securities Exchange Act of 1934, as amended.                                                                                                                                                                                                                                                                                                        |  | X6                                  |  |                                                                            |  | X6                                                                                              |  |                                                                                             
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|1122(d)(2)(vi)     |  | Unissued checks are
 safeguarded so as to prevent unauthorized access.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |                                     |  |                                                                            |  |                                                                                                 |  | X                                                                                           
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|1122(d)(2)(vii)    |  | Reconciliations are
 prepared on a monthly basis for all asset-backed securities related bank
 accounts, including custodial accounts and related bank clearing accounts.
 These reconciliations:(A) Are mathematically accurate;(B) Are prepared within 30 calendar days
 after the bank statement cutoff date, or such other number of days specified
 in the transaction agreements;(C)
 Are reviewed and approved by someone other than the person who prepared the
 reconciliation; and(D) Contain explanations for reconciling items. These
 reconciling items are resolved within 90 calendar days of their original
 identification, or such other number of days specified in the transaction
 agreements. |  | X7                                  |  |                                                                            |  | X7                                                                                              |  |                                                                                             
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             

-19-

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|                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|---------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------- |  | -------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------
|                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|Servicing Criteria                 |  | Applicable Servicing Criteria                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | Inapplicable Servicing Criteria    
|                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|Reference                          |  | Criteria                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | Performed
 Directly by the
 Company |  | Performed by
 Vendor(s) for
 which the
 Company is the
 Responsible
 Party |  | Performed by
 subservicer(s) or
 vendor(s) for which
 the Company is NOT
 the Responsible Party |  | NOT performed
 by the Company
 or by
 subservicer(s) or
 vendor(s)
 retained by the
 Company
|                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|Investor Remittances and Reporting |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                     |  |                                                                           
|                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                     |  |                                                                           
|                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|1122(d)(3)(i)                      |  | Reports to investors,
 including those to be filed with the Commission, are maintained in accordance
 with the transaction agreements and applicable Commission requirements.
 Specifically, such reports: (A) Are prepared in accordance with
 timeframes and other terms set forth in the transaction agreements; (B)
 Provide information calculated in accordance with the terms specified in the
 transaction agreements; (C) Are
 filed with the Commission as required by its rules and regulations; and (D) Agree with investors or the
 trustees records as to the total unpaid principal balance and number of pool
 assets serviced by the servicer. |  | X8                                  |  |                                                                            |  |                                                                                                 |  | X8                                                                                          
|                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|1122(d)(3)(ii)                     |  | Amounts due to investors
 are allocated and remitted in accordance with timeframes, distribution
 priority and other terms set forth in the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | X9                                  |  |                                                                            |  | X 9                                                                                             |  |                                                                                             
|                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|1122(d)(3)(iii)                    |  | Disbursements made to an
 investor are posted within two business days to the servicers investor
 records, or such other number of days specified in the transaction
 agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  | X10                                 |  |                                                                            |  | X10                                                                                             |  |                                                                                             
|                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|1122(d)(3)(iv)                     |  | Amounts remitted to
 investors per the investor reports agree with cancelled checks, or other form
 of payment, or custodial bank statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | X                                   |  |                                                                            |  |                                                                                                 |  |                                                                                             
|                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|Pool Asset Administration          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                     |  |                                                                           
|                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|1122(d)(4)(i)                      |  | Collateral or security on
 pool assets is maintained as required by the transaction agreements or
 related pool asset documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |                                     |  |                                                                            |  | X                                                                                               |  |                                                                                             
|                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|1122(d)(4)(ii)                     |  | Pool assets and related
 documents are safeguarded as required by the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                     |  |                                                                            |  | X                                                                                               |  |                                                                                             
|                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|1122(d)(4)(iii)                    |  | Any additions, removals or
 substitutions to the asset pool are made, reviewed and approved in accordance
 with any conditions or requirements in the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | X11                                 |  |                                                                            |  | X11                                                                                             |  |                                                                                             
|                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|1122(d)(4)(iv)                     |  | Payments on pool assets,
 including any payoffs, made in accordance with the related pool asset
 documents are posted to the applicable servicers obligor records maintained
 no more than two business days after receipt, or such other number of days
 specified in the transaction agreements, and allocated to principal, interest
 or other items (e.g., escrow) in accordance with the related pool asset
 documents.                                                                                                                                                                                                                                     |  |                                     |  |                                                                            |  | X                                                                                               |  |                                                                                             

-20-

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|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------- |  | -------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|Servicing Criteria |  | Applicable Servicing Criteria                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | Inapplicable Servicing Criteria    
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|Reference          |  | Criteria                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  | Performed
 Directly by the
 Company |  | Performed by
 Vendor(s) for
 which the
 Company is the
 Responsible
 Party |  | Performed by
 subservicer(s) or
 vendor(s) for which
 the Company is NOT
 the Responsible Party |  | NOT performed
 by the Company
 or by
 subservicer(s) or
 vendor(s)
 retained by the
 Company
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|1122(d)(4)(v)      |  | The servicers records
 regarding the pool assets agree with the servicers records with respect to
 an obligors unpaid principal balance.                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | X12                                 |  |                                                                            |  | X12                                                                                             |  |                                                                                             
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|1122(d)(4)(vi)     |  | Changes with respect to the
 terms or status of an obligors pool asset (e.g., loan modifications or
 re-agings) are made, reviewed and approved by authorized personnel in
 accordance with the transaction agreements and related pool asset documents.                                                                                                                                                                                                                                                                                                                                       |  |                                     |  |                                                                            |  | X                                                                                               |  |                                                                                             
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|1122(d)(4)(vii)    |  | Loss mitigation or recovery
 actions (e.g., forbearance plans, modifications and deeds in lieu of
 foreclosure, foreclosures and repossessions, as applicable) are initiated,
 conducted and concluded in accordance with the timeframes or other
 requirements established by the transaction agreements.                                                                                                                                                                                                                                                                                      |  |                                     |  |                                                                            |  | X                                                                                               |  |                                                                                             
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|1122(d)(4)(viii)   |  | Records documenting
 collection efforts are maintained during the period a pool asset is
 delinquent in accordance with the transaction agreements. Such records are
 maintained on at least a monthly basis, or such other period specified in the
 transaction agreements, and describe the entitys activities in monitoring
 delinquent pool assets including, for example, phone calls, letters and
 payment rescheduling plans in cases where delinquency is deemed temporary
 (e.g., illness or unemployment).                                                                           |  |                                     |  |                                                                            |  | X                                                                                               |  |                                                                                             
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|1122(d)(4)(ix)     |  | Adjustments to interest
 rates or rates of return for pool assets with variable rates are computed
 based on the related pool asset documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |                                     |  |                                                                            |  |                                                                                                 |  | X                                                                                           
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|1122(d)(4)(x)      |  | Regarding any funds held in
 trust for an obligor (such as escrow accounts):
 (A) Such funds are analyzed, in accordance
 with the obligors pool asset documents, on at least an annual basis, or such
 other period specified in the transaction agreements;
 (B) Interest on such funds is paid, or
 credited, to obligors in accordance with applicable pool asset documents and
 state laws; and
 (C) Such funds
 are returned to the obligor within 30 calendar days of full repayment of the
 related pool asset, or such other number of days specified in the transaction
 agreements. |  |                                     |  |                                                                            |  |                                                                                                 |  | X                                                                                           

-21-

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|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------- |  | -------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|Servicing Criteria |  | Applicable Servicing Criteria                                                                                                                                                                                                                                                                                                                                                                        |  | Inapplicable Servicing Criteria    
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|Reference          |  | Criteria                                                                                                                                                                                                                                                                                                                                                                                             |  | Performed
 Directly by the
 Company |  | Performed by
 Vendor(s) for
 which the
 Company is the
 Responsible
 Party |  | Performed by
 subservicer(s) or
 vendor(s) for which
 the Company is NOT
 the Responsible Party |  | NOT performed
 by the Company
 or by
 subservicer(s) or
 vendor(s)
 retained by the
 Company
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|1122(d)(4)(xi)     |  | Payments made on behalf of
 an obligor (such as tax or insurance payments) are made on or before the
 related penalty or expiration dates, as indicated on the appropriate bills or
 notices for such payments, provided that such support has been received by
 the servicer at least 30 calendar days prior to these dates, or such other
 number of days specified in the transaction agreements. |  |                                     |  |                                                                            |  |                                                                                                 |  | X                                                                                           
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|1122(d)(4)(xii)    |  | Any late payment penalties
 in connection with any payment to be made on behalf of an obligor are paid
 from the servicers funds and not charged to the obligor, unless the late
 payment was due to the obligors error or omission.                                                                                                                                                               |  |                                     |  |                                                                            |  |                                                                                                 |  | X                                                                                           
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|1122(d)(4)(xiii)   |  | Disbursements made on
 behalf of an obligor are posted within two business days to the obligors
 records maintained by the servicer, or such other number of days specified in
 the transaction agreements.                                                                                                                                                                                         |  |                                     |  |                                                                            |  |                                                                                                 |  | X                                                                                           
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|1122(d)(4)(xiv)    |  | Delinquencies, charge-offs
 and uncollectable accounts are recognized and recorded in accordance with the
 transaction agreements.                                                                                                                                                                                                                                                                   |  | X13                                 |  |                                                                            |  | X13                                                                                             |  |                                                                                             
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             
|1122(d)(4)(xv)     |  | Any external enhancement or
 other support, identified in Item 1114(a)(1) through (3) or Item 1115 of
 Regulation AB, is maintained as set forth in the transaction agreements.                                                                                                                                                                                                                      |  |                                     |  |                                                                            |  |                                                                                                 |  | X                                                                                           
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                     |  |                                                                            |  |                                                                                                 |  |                                                                                             

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Footnotes to Appendix A Servicing Criteria

1The Company only
provides certain limited monitoring of the lockbox function provided by
JPMorgan Chase Bank, N.A., a vendor retained by its subservicers, CIT
Communications Finance Corporation and CIT Technology Financing Services, Inc.
The Companys monitoring of this function primarily consists of relationship
management, including participation in periodic site visits to inspect such
vendors operations as they relate to the lockbox function. All other
monitoring of the lockbox function provided to subservicers, CIT Communications
Finance Corporation and CIT Technology Financing Services, Inc., is performed
by such subservicers.

2The Company only
provides certain limited monitoring of the document imaging and storage
function provided by Archive Systems, Inc., a vendor retained by its
subservicers, CIT Communications Finance Corporation and CIT Technology
Financing Services, Inc. The Companys monitoring of this function primarily
consists of accessing the vendors computer network for purposes of monitoring
system availability and performance. All other monitoring of the document imaging
and storage function provided to subservicers, CIT Communications Finance
Corporation and CIT Technology Financing Services, Inc., is performed by such
subservicers.

3 The Company performs all of criterion
1122(d)(2)(i) only with respect to collecting payments on pool assets received
from subservicer, Dell Financial Services, L.L.C. Such subservicer and its
lockbox vendors perform the remainder of criterion 1122(d)(2)(i) with respect
to collecting payments on such pool assets from obligors.

4 The Company performs all of criterion
1122(d)(2)(ii) with respect to authorized disbursements of funds from its own
concentration account to the indenture trustee. Such funds represent payments
on pool assets received from subservicer, Dell Financial Services, L.L.C. The
Company also instructs subservicers, CIT Communications Finance Corporation and
CIT Technology Financing Services, Inc., as to timing and amounts of
disbursements of funds to the indenture trustee from accounts held by such
subservicers. The indenture trustee makes disbursements to investors. The
indenture trustee for the transaction is not required to furnish an assessment
and attestation under Item 1122 of Regulation AB. The Company does not make
disbursements on behalf of an obligor.

5 The Company performs all of criterion
1122(d)(2)(iii) with respect to advances of funds from its own concentration
account. The Company also reviews and approves advances of funds and any
interest and other fees charged for such advances made by its subservicers, CIT
Communication Finance Corporation and CIT Technology Financing Services, Inc.,
from accounts held by such subservicers. The Company does not guarantee
collections, cash flows or distributions.

6 The Company performs all of criterion
1122(d)(2)(v) only with respect to the related accounts for the transaction and
its own concentration account. Its subservicers perform criterion 1122(d)(2)(v)
with respect to accounts held by such subservicers.

7 The Company performs all of criterion
1122(d)(2)(vii) only with respect to its own concentration account. Its
subservicers perform criterion 1122(d)(2)(vii) with respect to accounts held by
such subservicers.

8 Parts (A), (B) and (C) of criterion 1122(d)(3)(i)
    are applicable to the Company. However, Part (D) of criterion 1122(d)(3)(i)
    is inapplicable to the Company. The Company does not have access to investors or
the trustees records as to the total unpaid principal balance and number
of pool assets serviced.

9 The Company performs all of criterion
1122(d)(3)(ii) with respect to allocations of amounts due investors and
remittance from its own concentration account of such amounts to the indenture
trustee. The Company also instructs subservicers, CIT Communications Finance
Corporation and CIT Technology Financing Services, Inc., as to timing and
amounts of remittances to the indenture trustee. The indenture trustee remits
such amounts to investors. The indenture trustee for the transaction is not
required to furnish an assessment and attestation under Item 1122 of Regulation
AB.

10 The Company performs all of criterion
1122(d)(3)(iii) only with respect to posting of disbursements to the indenture
trustee from its own concentration account. Its subservicers, CIT Communications
Finance Corporation and CIT Technology Financing Services, Inc., perform
criterion 1122(d)(3)(iii) with respect to posting of disbursements to the
indenture trustee from accounts held by such subservicers. The indenture
trustee makes disbursements to investors. The indenture trustee for the
transaction is not required to furnish an assessment and attestation under Item
1122 of Regulation AB.

11 The Company performs all of criterion
1122(d)(4)(iii) with respect to additions, removals or substitutions made with
respect to pool assets serviced by subservicer, Dell Financial Services, L.L.C.
The Company also reviews, approves and issues instructions with respect to
additions, removals or substitutions made with respect to pool assets serviced
by its other subservicers.

12 The Company performs criterion 1122(d)(4)(v)
only to the extent of receiving and recording information about pool assets and
obligor unpaid principal balances from its subservicers in the form of raw data
input from such subservicers platform receivables systems. Such information is
initially determined and recorded by each subservicer.

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13 The Company performs criterion
1122(d)(4)(xiv) only to the extent of receiving and recording information about
delinquencies, chargeoffs and uncollectible accounts from its subservicers in
the form of raw data input from such subservicers platform receivable system.
Delinquencies, chargeoffs and uncollectible accounts are initially recognized
and recorded by each subservicer.

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APPENDIX B

Item 1122(d)(3)(i): Reports
to investors, including those to be filed with the Commission, are maintained
in accordance with the transaction agreements and applicable Commission
requirements. Specifically, such reports: (A) Are prepared in accordance with timeframes
and other terms set forth in the transaction agreements; (B) Provide
information calculated in accordance with the terms specified in the
transaction agreements; (C) Are filed with the Commission as required by its
rules and regulations; and (D) Agree with investors or the trustees records
as to the total unpaid principal balance and number of pool assets serviced by
the servicer.

The Company did not file its Report
on Form 10D for the November 20, 2008 payment date and the collection period
from October 1, 2008 to October 31, 2008 with the Securities and Exchange Commission
timely as required by Item 1122(d)(3)(i) of Regulation AB.

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