EXHIBIT 33.2

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

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | CIT Communications Finance
 Corporation (CIT-CFC) 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-CFC acted
 as subservicer (the Platform) involving equipment loan and lease receivables that were
 originated by or acquired through CIT-CFC, which asset-backed securities
 transactions were issued on or after January 1, 2006;
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|2. | CIT-CFC has engaged certain
 vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the Vendors) to perform specific, limited or scripted activities,
 and CIT-CFC elects to take responsibility for assessing compliance with the
 servicing criteria or portion of the servicing criteria applicable to such
 Vendors activities, as set forth in Appendix A hereto;                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3. | Except as set forth in
 paragraph 4 below, CIT-CFC used the criteria set forth in paragraph (d) of
 Item 1122 of Regulation AB to assess the compliance with the applicable
 servicing criteria;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4. | The criteria listed in the
 column titled Inapplicable Servicing Criteria on Appendix A hereto are
 inapplicable to CIT-CFC based on the activities it performs, directly or
 through its Vendors, with respect to the Platform;                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|5. | CIT-CFC 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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|6. | CIT-CFC has not identified
 and is not aware of any material instance of noncompliance by the Vendors
 with the applicable servicing criteria as of December 31, 2008 and for the
 Reporting Period with respect to the Platform, taken as a whole;                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|7. | CIT-CFC has not identified
 any material deficiency in its policies and procedures to monitor the
 compliance by the Vendors with the applicable servicing criteria as of
 December 31, 2008 and for the Reporting Period with respect to the Platform,
 taken as a whole; and                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|8. | PricewaterhouseCoopers LLP,
 a registered public accounting firm, has issued an attestation report on
 CIT-CFCs assessment of compliance with the applicable servicing criteria for
 the Reporting Period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

March 27, 2009

| |                                                          |                                  
| | -------------------------------------------------------- | ---------------------------------
| | CIT
 Communications Finance Corporation,
 as Subservicer
| |                                                          |                                  
| | By:                                                      | /s/
 Kiran R. Kapur              
| |                                                          |                                  
| |                                                          | Name: Kiran R. Kapur             
| |                                                          | Title:  Executive
 Vice President

-26-

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APPENDIX A

CIT Communications Finance Corporation (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                                    |  |                                                                                 |  |                                                                                                           |  |                                                                                                   
|                                   |  |                                                                                                                                                                                                                                                                      |  |                                       |  |                                                                                 |  |                                                                                                           |  |                                                                                                   
|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 of receipt, or such other
 number of days specified in the transaction agreements.                            |  | X2                                    |  | X2                                                                              |  |                                                                                                           |  |                                                                                                   
|                                   |  |                                                                                                                                                                                                                                                                      |  |                                       |  |                                                                                 |  |                                                                                                           |  |                                                                                                   
|1122(d)(2)(ii)                     |  | Disbursements made via wire
 transfer on behalf of an obligor or to an investor are made only by
 authorized personnel.                                                                                                                                              |  | X3                                    |  |                                                                                 |  |                                                                                                           |  |                                                                                                   
|                                   |  |                                                                                                                                                                                                                                                                      |  |                                       |  |                                                                                 |  |                                                                                                           |  |                                                                                                   
|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.                                         |  | X4                                    |  |                                                                                 |  |                                                                                                           |  |                                                                                                   

-27-

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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. |  | X                                     |  |                                                                                 |  |                                                                                                           |  |                                                                                                   
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                              |  |                                       |  |                                                                                 |  |                                                                                                           |  |                                                                                                   
|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:                                                                                                                                                                                                            |  | X                                     |  |                                                                                 |  |                                                                                                           |  |                                                                                                   
|                   |  | (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.                                                                                                                                                                                      |  |                                       |  |                                                                                 |  |                                                                                                           |  |                                                                                                   
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                              |  |                                       |  |                                                                                 |  |                                                                                                           |  |                                                                                                   

-28-

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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:                                                                                                                                                                                                                    |  |                                       |  |                                                                                 |  |                                                                                                           |  | X                                                                                                 
|                                   |  | (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.                                                                                                                                                                                                                                                                             |  |                                       |  |                                                                                 |  |                                                                                                           |  |                                                                                                   
|                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                       |  |                                                                                 |  |                                                                                                           |  |                                                                                                   
|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.                                                                                                                                                                                                                                                           |  | X 5                                   |  |                                                                                 |  | X 5                                                                                                       |  |                                                                                                   
|                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                       |  |                                                                                 |  |                                                                                                           |  |                                                                                                   
|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.                                                                                                                                                                                                                                            |  | X6                                    |  |                                                                                 |  |                                                                                                           |  |                                                                                                   
|                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                       |  |                                                                                 |  |                                                                                                           |  |                                                                                                   
|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.                                                                                                                                                                                                                                                                                              |  | X7                                    |  | X7                                                                              |  |                                                                                                           |  |                                                                                                   
|                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                       |  |                                                                                 |  |                                                                                                           |  |                                                                                                   
|1122(d)(4)(ii)                     |  | Pool assets and related
 documents are safeguarded as required by the transaction agreements.                                                                                                                                                                                                                                                                                                                                 |  | X8                                    |  | X8                                                                              |  |                                                                                                           |  |                                                                                                   
|                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                       |  |                                                                                 |  |                                                                                                           |  |                                                                                                   
|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.                                                                                                                                                                                                                                                 |  | X9                                    |  |                                                                                 |  |                                                                                                           |  |                                                                                                   
|                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                       |  |                                                                                 |  |                                                                                                           |  |                                                                                                   
|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                                     |  |                                                                                 |  |                                                                                                           |  |                                                                                                   
|                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                       |  |                                                                                 |  |                                                                                                           |  |                                                                                                   
|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.                                                                                                                                                                                                                                                                                   |  | X                                     |  |                                                                                 |  |                                                                                                           |  |                                                                                                   

-29-

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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)(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):                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |                                       |  |                                                                                 |  |                                                                                                           |  | X                                                                                                 
|                   |  | (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.                                                                                                                                                                                                                                                                                                                               |  |                                       |  |                                                                                 |  |                                                                                                           |  |                                                                                                   

-30-

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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.                                                                                                                                                                                                                                                                   |  | X                                     |  |                                                                                 |  |                                                                                                           |  |                                                                                                   
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                       |  |                                                                                 |  |                                                                                                           |  |                                                                                                   
|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

1 The Company performs all of criterion
1122(d)(1)(ii) except for certain limited monitoring by master servicer, CIT
Financial USA, Inc., of the lockbox function provided by JPMorgan Chase Bank,
N.A., a vendor retained by the Company, and the document imaging and storage
function provided by Archive Systems, Inc., a vendor retained by the Company.
Limited monitoring by master servicer, CIT Financial USA, Inc., consists of (a)
relationship management of the vendor performing the lockbox function,
including participation in periodic site visits to inspect such vendors
operations as they relate to the lockbox function; and (b) accessing the
computer network of the vendor performing the document imaging and storage
function for purposes of monitoring system availability and performance.

2The Company performs
all of criterion 1122(d)(2)(i) except for the lockbox function, which is a
specific, limited activity. Only the lockbox function is performed by a vendor,
JPMorgan Chase Bank, N.A., under criterion 1122(d)(2)(i).

3The Company under
criterion 1122(d)(2)(ii) makes authorized disbursements of funds to the
indenture trustee based on instructions received from master servicer, CIT
Financial USA, Inc., as to timing and amounts. 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.

4The Company under
criterion 1122(d)(2)(iii) makes advances of funds and collects interest and
other fees charged for such advances based on instructions received from master
servicer, CIT Financial USA, Inc. The Company does not guarantee collections,
cash flows or distributions.

5The Company performs all of criterion 1122(d)(3)(ii)
    only with respect to actual remittances from its own concentration account
    of such amounts to the indenture trustee from the Companys own concentration account.
    The Company receives and acts upon instructions from CIT
    Financial USA, Inc., as master servicer, as to timing and amounts of remittances
    to the indenture trustee from the Companys own concentration account.
    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.

6 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. 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.

7The Company performs
all of criterion 1122(d)(4)(i) except for the function of storing collateral
or security in documentary form, which is a specific, limited activity. Only
the function of storing collateral or security in documentary form is performed
by a vendor, Archive Systems, Inc., under criterion 1122(d)(4)(i).

8 The Company performs all of criterion
1122(d)(4)(ii) except for the function of storing documents related to pool
assets, which is a specific, limited activity. Only the function of storing
documents related to pool assets is performed by a vendor, Archive Systems,
Inc., under criterion 1122(d)(4)(ii).

9 The Company under criterion 1122(d)(4)(iii)
makes additions, removals or substitutions with respect to pool assets serviced
by it based on instructions received from master servicer, CIT Financial USA,
Inc.

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