Exhibit 10.1 † 




	 	 	 
	
          


        	 	Goldman Sachs International |
Peterborough Court | 133 Fleet Street | London EC4A 2BB | Tel 0207 774
1000

Registered in England no. 226395. Registered Office as above.
Authorised and regulated by the Financial Services Authority






EXECUTION
 COPY




AMENDED
 AND RESTATED CONFIRMATION




	 	 	 
	DATE:

	 	October 28, 2009
	 
	 	 
	TO:

	 	CIT Financial Ltd. (“Counterparty”)
	 
	 	 
	FROM:

	 	Goldman Sachs International (“GSI”)
	 
	 	 
	SUBJECT:

	 	Total Return Swap Facility
	 
	 	 
	REF.
 NO.:

	 	SDB925241547Y






The purpose
of this communication is to set forth the terms and conditions of the
above-referenced
Total Return Swap Facility entered into on the Trade Date specified
below in accordance with the
terms set forth in a Confirmation dated June 6, 2008 (the “Original
 Facility”) and amended and
restated as of the date hereof (the “Facility”) between GSI and
Counterparty. This communication
constitutes a “Confirmation” as referred to in the Master Agreement
specified below. This
communication (this “Confirmation” or this “Amended and
Restated Confirmation”) supersedes all
prior communications regarding the Original Facility and the Facility
(provided, for the avoidance
of doubt, that this sentence will not be deemed to alter or affect the
“Rescission of Notices”
provisions set forth below).



This
Confirmation is subject to, and incorporates, the 2006 ISDA Definitions
(the “2006
Definitions”) and the 2003 ISDA Credit Derivatives Definitions as
amended and supplemented by the
May 2003 Supplement to the ISDA Credit Derivatives Definitions
(together the “Credit Definitions”
and together with the 2006 Definitions, the “Definitions”), as
published by the International Swaps
and Derivatives Association, Inc. (“ISDA”). In the event of any
inconsistency between the 2006
Definitions and the Credit Definitions, the 2006 Definitions shall
govern.



This
Confirmation supplements, forms a part of, and is subject to, the 1992
form of ISDA Master
Agreement dated as of June 6, 2008 (including the Schedule and
Credit Support Annex thereto), as
amended or replaced from time to time (the “Master Agreement”)
between GSI and Counterparty. This
Confirmation will be read and construed as one with the executed Master
Agreement and all other
outstanding Confirmations between the parties, so that all such
Confirmations and the executed
Master Agreement constitute a single Agreement between the parties.



All
provisions contained in, or incorporated by reference into the Master
Agreement will govern
this Confirmation except as expressly modified herein. In the event of
any inconsistency between
this Confirmation and the Definitions the Master Agreement or another
Confirmation, as the case may
be, this Confirmation will prevail for the purpose of the Facility and
each Transaction to which
this Confirmation relates.



This
Confirmation evidences a separate total return swap transaction (each a “Transaction”)
 with
respect to each Reference Obligation specified in Annex A from time to
time as if the details
specified in Annex A with respect to that Reference Obligation were set
out in the Confirmation in
full. Each such Transaction will have a unique Transaction Reference
Number as is set out in Annex
A. The terms of the Facility and each particular Transaction to which
this Confirmation relates
are as follows:



Terms
Relating to the Facility




	 	 	 
	Total
 Return Payer

	 	GSI






 




			
	†  	 	Confidential portions of this agreement have been omitted and
filed separately with the
 Securities and Exchange Commission under a request for confidential
treatment. The portions of
 this agreement that have been omitted and filed separately with the
Securities and Exchange Commission
 are denoted by the use of an asterisk in this agreement.



1



















	 	 	 
	Floating
 Rate Payer

	 	Counterparty
	 
	 	 
	Trade
 Date

	 	June 6, 2008
	 
	 	 
	Amendment
 Trade Date

	 	October 27, 2009
	 
	 	 
	Facility
 Commencement Date

	 	June 6, 2008
	 
	 	 
	Facility
 Amendment Date

	 	The date on or prior to
October 28, 2009, on which the Conditions to Effectiveness are
satisfied or effectively waived as described under
“Conditions to Facility Amendment Date Effectiveness” below. Except with
 respect to amendments herein which specifically refer to the
Amendment Trade Date, effectiveness of the amendments to the Original
Facility provided for under this Amended and Restated Confirmation,
including without limitation the obligation of Counterparty to pay the
Termination Fee and GSI’s Forbearance Agreement specified below, shall
become effective only on the Facility Amendment Date.
	 
	 	 
	Conditions
 to Facility
Amendment Date
Effectiveness

	 	Occurrence of the Facility Amendment
Date is subject to the conditions precedent that:


(i) the Amended and Restated Credit and Guaranty Agreement for up
to $3 billion, entered into by CIT Group Inc. and certain of its
subsidiaries as of July 29, 2009 and further amended on
August 3, 2009, August 31, 2009, and September 30, 2009,
with Barclays Bank PLC, as
administrative agent and collateral agent, and the lenders party thereto
 (the “Senior Credit Facility”) has been amended to
(A) expressly
permit the amendments effected by this Amended and Restated Confirmation
 and the Amended CIT Group Guaranty (including without limitation the
payment of the Termination Fee and the additional posting of collateral
required hereby), (B) expressly permit, as an exception to any
representation, warranty, affirmative or negative covenant obligation or
 event of default (in each case including, without limitation,
relating to restrictions on liens or indebtedness) of Counterparty or
any Credit Support Provider under the Senior Credit Facility or any
other Credit Document (as defined in the Senior Credit Facility), all
payments or Transfers of Posted Credit Support received by GSI pursuant
to the terms of the Master Agreement, this Facility or any Credit
Support Document, and the performance or incurrence of all obligations
of
Counterparty and each Credit Support Provider hereunder and thereunder
(including without limitation with respect to the Present Value
Facility Fee) including any liens, security interests or rights of
setoff in favor of GSI contemplated by the terms of the Master
Agreement,
this Facility or any Credit Support Document (such provision, the “TRS
 Lien Exception”) and (C) amend any other references in the
Senior
Credit Facility and other Credit Documents to the Original Facility
(and/or the Credit Support Documents with respect thereto) to refer
instead to this Amended and Restated Confirmation and to the Amended CIT
 Group Guaranty for all purposes under such Senior Credit Facility and
other Credit Documents (and, in the event that CIT Group Inc. and
certain of its subsidiaries enter into a further amendment of the Senior
Credit Facility, the foregoing condition shall apply, mutatis mutandis,
to the Senior Credit Facility as so amended);
	 
	 	 
	 

	 	(ii) GSI has received an opinion of
counsel, in substantially the same form as paragraphs 1 through 8 of the
 opinion of outside counsel to CIT
Group Inc.






2















	 	 	 
	 

	 	attached as Exhibit D to the
Senior Credit Facility, addressing each of the matters addressed in
relation to the “Transaction
Agreements” referred to therein in relation to this Amended and Restated
 Confirmation and the Amended CIT Group Guaranty, and the obligations
of Counterparty and each Credit Support Provider hereunder and
thereunder (provided that paragraphs 1, 2 and 4 shall apply only to CIT
Group
Inc. and the “Applicable Contracts” for such purpose shall also include
the Senior Credit Facility); and
	 
	 	 
	 

	 	(iii) GSI has evidence in form and
substance reasonably satisfactory to it of the authorization and
approval of this Amended and Restated
Confirmation and the Amended CIT Group Guaranty, in form and substance
reasonably satisfactory to GSI;
	 
	 	 
	 

	 	in each case on or prior to
October 28, 2009 ((i) through (iii) the “Conditions to
Effectiveness”). Any of the foregoing Conditions to
Effectiveness may be waived or extended by GSI in its sole and absolute
discretion (except that the Condition to Effectiveness in
(i) cannot
be waived by GSI), and if the Conditions to Effectiveness are not
satisfied on or prior to October 28, 2009, GSI shall have the right
 to
terminate the effectiveness of the amendments contemplated hereby, with
the result that: (a) all terms of the Original Facility shall
continue to apply and (b) any amendment to the terms of the
Original Facility which became effective as of the Amendment Trade Date
shall
thereafter cease to be effective.
	 
	 	 
	 

	 	For the avoidance of doubt, all terms
of the Original Facility (other than those amended as of the Amendment
Trade Date) shall continue to
apply prior to the Facility Amendment Date.
	 
	 	 
	 

	 	Counterparty covenants and agrees to
use its reasonable best efforts to cause the Conditions to Effectiveness
 to be satisfied as soon as
possible on or after the Amendment Trade Date and in any event not later
 than October 28, 2009.
	 
	 	 
	 

	 	If the Senior Credit Facility shall be
 replaced or refinanced in whole or in part by a new agreement or
facility on or prior to the Facility
Amendment Date, the foregoing covenant and the Conditions to
Effectiveness shall apply in relation to such new agreement or facility
as well
as, in the case of a partial replacement or refinancing, to the Senior
Credit Facility.
	 
	 	 
	Rescission
 of Notices

	 	Effective on the Facility Amendment
Date (but without prejudice to the effectiveness of such notices for any
 purpose prior to such date), the
following notices (including any correspondence or communications
relating to such notices the “Rescinded Notices”) shall each be
rescinded
and deemed of no further force and effect, whether for purposes of the
Original Facility or the Facility as amended hereby:







(a) Letter from Counterparty to GSI dated
October 8, 2009 and captioned “Portfolio Adjustment Notice”;




(b) Letter from GSI to Counterparty dated
October 15, 2009 and captioned “Notice of Exercise of Rights Under
Indemnity Letters”;




(c) Letter from Counterparty to GSI dated
October 16, 2009 and captioned “Portfolio Adjustment Notice”;




(d) Letter from GSI to Counterparty dated
October 16, 2009 (not captioned);



3
















(e) Letter from GSI to Counterparty dated
October 21, 2009 and captioned “Notice of Breach of Indemnity
Letters”;




(f) Letter from Counterparty to GSI dated
October 22, 2009 (not captioned);




(g) Letter from GSI to Counterparty dated
October 23, 2009 (not captioned);




(h) Letter from Counterparty to GSI dated
October 23, 2009 (not captioned);




(i) Letter from GSI to Counterparty dated
October 24, 2009 (not captioned);




(j) Letter from Counterparty to GSI dated
October 27, 2009 captioned “Submission of Firm Bids for ROs To Be
Removed Pursuant to a Portfolio
Adjustment on October 30, 2009.”




(k) Letter from GSI to Counterparty dated
October 27, 2009 (not captioned).



	 	 	 
	 

	 	Rescission of the Rescinded Notices as
 set forth above shall not be construed to confirm, deny or prejudice in
 any respect any assertions or
statements of fact or law set forth in such Rescinded Notices, or
(except as set forth below in “Forbearance Agreement”) to prejudice the
rights of any person to reassert or deny any such assertions or
statements of fact or law on any subsequent date.
	 
	 	 
	Facility
 End Date

	 	The earliest of (i) the date
falling 20 years after the Facility Commencement Date and
(ii) an Optional Termination Date on which the
Counterparty has terminated this Facility.
	 
	 	 
	Optional
 Termination Date

	 	On any Business Day, Counterparty
shall have the option to early terminate this Facility on 10 Business
Days prior written notice to GSI upon
prior payment by Counterparty to GSI of the Present Value Facility Fee
calculated on the Maximum Aggregate Notional Amount as of such Optional
Termination Date.
	 
	 	 
	Portfolio

	 	The portfolio comprising each Eligible
 RO that is a Reference Obligation (“RO”) subject to a
Transaction, as set out in Annex A (as amended
from time to time to reflect Portfolio Adjustments).
	 
	 	 
	Eligible
 RO

	 	Any debt obligation which meets all of
 the following requirements as determined on the Effective Date of such
obligation, as determined by the
Calculation Agent:







	 	(i)	 	A bond that is capable of being settled in The Depository Trust
Company, Euroclear Bank S.A./N.V or Clearstream Banking, SA (or any
successor to any such entity);
	 
	 	(ii)	 	(a) Rated at least as high as [*] by each of Standard and
Poor’s (“S&P”) and Moody’s Investor Services (“Moody’s”),
 and not on
Creditwatch Negative or Watchlist Negative (or their respective
equivalents) and (b) such rating is a monitored rating subject to
periodic
update by the relevant agency;






 





			
	*	 	Confidential treatment has been requested and the redacted
material has been filed separately with the Securities and Exchange
Commission.




4















	 	(iii)	 	If rated by Fitch Ratings Inc. (“Fitch”),
rated at least as high as [*] and not on Creditwatch Negative or
Watchlist Negative (or their
respective equivalents);
	 
	 	(iv)	 	Denominated in USD, GBP, CAD or EUR;
	 
	 	(v)	 	Are Asset Backed Securities that are backed predominately by
assets falling into one of the following categories: aircraft leases,
railcar
leases, other equipment loans or leases, student loans, commercial loans
 (including but not limited to CLOs), vendor finance obligations and
trade finance obligations;
	 
	 	(vi)	 	A legal final maturity of no more than 30 years from the
Effective Date;
	 
	 	(vii)	 	if the RO has a fixed rate of interest, the weighted average
life of such RO is less than 17 years (or such longer period
otherwise
agreed to by GSI acting in a reasonable manner);
	 
	 	(viii)	 	Counterparty and its Credit Support Providers have provided to
GSI such documentation in respect of such obligation as GSI shall have
reasonably requested (which shall include, without limitation, the
offering document, rating letters, a Tax Opinion and, if applicable, the
most recent Trustee/Servicer Report);
	 
	 	(ix)	 	The Reference Entity of such obligation is bankruptcy remote
from Counterparty, its Credit Support Providers and their respective
Affiliates, or other prior owner of the assets securitized through
issuance of the Reference Obligation, as evidenced by a True Sale and
Nonconsolidation Opinion satisfactory to GSI in its good faith
discretion or other circumstances satisfactory to GSI;
	 
	 	(x)	 	The issuer of the RO shall not be an affiliate of the
Counterparty or its Credit Support Providers for US bankruptcy law
purposes (as
reasonably determined by GSI);
	 
	 	(xi)	 	Application will have been made or required to be made on a
recognised stock exchange;
	 
	 	(xii)	 	Not registered pursuant to any registration statement with the
U.S. Securities and Exchange Commission;
	 
	 	(xiii)	 	Not issued by or guaranteed by any of (1) Counterparty or
its Credit Support Providers, (2) The Goldman Sachs Group, Inc., or
 (3) any
Affiliates of The Goldman Sachs Group, Inc.;
	 
	 	(xiv)	 	A bond that does not require a Holder to execute any agreement
prior to buying or selling such bond, qualifies for transfer in
accordance with the provisions of Regulation S and/or
Rule 144A under the Securities Act and is otherwise Transferable;
	 
	 	(xv)	 	Would not cause the Portfolio to violate any of the following
limits by aggregate Net USD Notional Amounts:






 





			
	*	 	Confidential treatment has been requested and the redacted
material has been filed separately with the Securities and Exchange
Commission.



5





















	 	a.	 	The sum of the Net USD Notional Amounts of ROs rated [*] by
each of S&P and Moody’s may be up to [*]% of the Maximum Aggregate
Notional
Amount, provided, however, that any RO rated [*] by each of S&P and
Moody’s but also rated by Fitch and rated lower than [*] by Fitch
shall be deemed for purposes of this test to be rated [*] by S&P and
 Moody’s;
	 
	 	b.	 	The sum of the Net USD Notional Amounts of ROs rated at least
[*] by each of S&P and Moody’s (excluding ROs that are rated [*])
may not
exceed (i) [*]% of the Maximum Aggregate Notional Amount minus
(ii) the sum of the Net USD Notional Amounts of ROs rated lower
than [*] by
either S&P or Moody’s, provided, however, that (x) any RO rated
 [*] by each of S&P and Moody’s but also rated by Fitch and rated
lower than
[*] by Fitch shall be deemed for purposes of this test to be rated [*]
by S&P and Moody’s and (y) any RO rated [*] by each of S&P
and Moody’s
but also rated by Fitch and rated lower than [*] by Fitch shall be
deemed for purposes of this test to be rated lower than [*] by S&P
and
Moody’s;
	 
	 	c.	 	The sum of the Net USD Notional Amounts of Qualifying [*]-Rated
ROs (excluding ROs that are rated [*] or [*]) may not exceed
(i) [*]% of
the Maximum Aggregate Notional Amount minus (ii) the sum of the Net
 USD Notional Amounts of ROs that are either (A) rated at least [*]
 by each
of S&P and Moody’s but are not Qualifying [*]-Rated ROs or
(B) rated lower than [*] by either S&P or Moody’s, provided,
however, that any RO
rated [*] by each of S&P and Moody’s but also rated by Fitch and
rated lower than [*] by Fitch shall be deemed for purposes of this test
to be
rated lower than [*] by S&P and Moody’s;
	 
	 	d.	 	The sum of the Net USD Notional Amounts of ROs that are either
(A) rated at least [*] by each of S&P and Moody’s but are not
Qualifying
[*]-Rated ROs or (B) rated lower than [*] by either S&P or
Moody’s may not exceed [*]% of the Maximum Aggregate Notional Amount,
provided,
however, that any RO rated [*] by each of S&P and Moody’s but also
rated by Fitch and rated lower than [*] by Fitch shall be deemed for
purposes of this test to be rated lower than [*] by S&P and Moody’s;
	 
	 	e.	 	The sum of the Net USD Notional Amounts of ROs which are
obligations secured by commercial loans may not exceed [*]% of the
Maximum
Aggregate Notional Amount;
	 
	 	f.	 	The sum of the Net USD Notional Amounts of ROs which are
obligations secured by equipment loans or leases (including aircraft
leases and
railcar leases), may not exceed [*]% of the Maximum Aggregate Notional
Amount;
	 
	 	g.	 	The sum of the Net USD Notional Amounts of ROs which are
obligations secured by aircraft leases or railcar leases may not
exceed [*]% of the
Maximum Aggregate Notional Amount;





 




			
	*	 	Confidential treatment has been requested and the redacted
material has been filed separately with the Securities and Exchange
Commission.





6















	 	h.	 	The sum of the Net USD Notional Amounts of ROs which are
obligations secured by Private Student Loans may not exceed [*]% of the
Maximum
Aggregate Notional Amount;
	 
	 	i.	 	The sum of the Net USD Notional Amounts of ROs which are
secured by Guaranteed Student Loans may not exceed [*]% of the Maximum
Aggregate
Notional Amount;
	 
	 	j.	 	The sum of the Net USD Notional Amounts of ROs which are secured
 by assets other than commercial loans, equipment loans or leases
(including aircraft leases and railcar leases), Private Student Loans or
 Guaranteed Student Loans, and which are not identified in k. below,
may not in the aggregate exceed [*]% of the Maximum Aggregate Notional
Amount;
	 
	 	k.	 	The sum of the Net USD Notional Amounts of ROs agreed between
GSI and Counterparty pursuant to (xxiv) below shall not exceed such
percentage of the Maximum Aggregate Notional Amount as shall be
specified by GSI.






	 	 	 	For purposes of the foregoing tests:
	 
	 	 	 	(a) the ratings applied for both the new RO proposed to be
added to the Portfolio and the ratings for the existing ROs in the
Portfolio shall
be current ratings of such ROs as of the proposed Effective Date for the
 new RO;
	 
	 	 	 	(b) If any RO consists of more than one of the asset types
described in e. through j., the full Net USD Notional Amount of such RO
shall be
counted against each of the relevant percentage restrictions; and
	 
	 	 	 	(c) [*] means [*] (S&P), [*] (Moody’s) and [*] (Fitch);
 and [*] means [*] (S&P), [*] (Moody’s), and [*] (Fitch); and
[*] means [*] (S&P), [*] (Moody’s) and [*] (Fitch).






	 	(xvi)	 	Would not cause the Net USD Notional Amount of a single RO in
the Portfolio to exceed [*]% of the Maximum Aggregate Notional Amount;
	 
	 	(xvii)	 	Would not cause the aggregate Net USD Notional Amount of all ROs
 which are issued by a common issuer and have the same rating to exceed
a) to the extent the ROs are rated [*], $[*] or b) to the extent one
or more of such ROs are rated below [*], [*]% of the
Maximum Aggregate Notional Amount;
	 
	 	(xviii)	 	Would not cause the aggregate Net USD Notional Amount of all ROs
 which are secured predominantly by obligations of any one obligor or
group of affiliated obligors, to exceed [*]% of the Maximum Aggregate
Notional Amount;






 





			
	*	 	Confidential treatment has been requested and the redacted
material has been filed separately with the Securities and Exchange
Commission.





7















	 	(xix)	 	Would not cause the total number of ROs to exceed 50;
	 
	 	(xx)	 	GSI owning the RO in an amount equal to the Net USD Notional
Amount would not violate any law, rule or regulation applicable to GSI;
	 
	 	(xxi)	 	In the case of a Counterparty Originated Asset, Counterparty has
 delivered to GSI an executed indemnity letter in a form acknowledged in
a letter agreement between GSI and Counterparty of even date herewith
(the “Indemnity Letter”);
	 
	 	(xxii)	 	The terms of such RO require delivery to holders of such RO of
Trustee/Servicer Reports providing information of a degree and with a
frequency which is customary in Rule 144A securitizations of the
same asset types;
	 
	 	(xxiii)	 	Is issued in registered form for U.S. federal income tax
purposes;
	 
	 	(xxiv)	 	If such RO was issued after the Facility Amendment Date, then
unless such RO is subject to backup servicing arrangements reasonably
acceptable to GSI, the terms of such RO provide for a majority of the
holders of such RO by principal amount to have the right to remove and
replace any servicer, collateral manager or other administrative service
 provider for the issuer of such RO at any time; and
	 
	 	(xxv)	 	Also includes any other obligation as GSI may agree from time to
 time following request from Counterparty.





	 	 	 
	 

	 	If it is determined after the
Effective Date that the RO failed to meet any of the foregoing
requirements as of the Effective Date and GSI
gives notice of such circumstance to Counterparty, a Removal Date shall
be deemed to occur in relation to such RO. Further, if after the
Effective Date Counterparty fails to deliver the most recently issued
Trustee/Servicer Report or Rating Agency Report with respect to an RO
within five Business Days of a request from GSI, at GSI’s sole option a
Removal Date may be deemed to occur in relation to such RO.
	 
	 	 
	 

	 	“Asset Backed Securities” means
 securities that are Not Contingent within the meaning of the Credit
Derivatives Definitions and are secured by
loans, leases, receivables or similar payment obligations or financial
assets which convert by their terms into cash within a finite period of
time, and without limitation of the foregoing shall exclude
(i) credit linked notes or other synthetic securities; i.e.
securities secured by
or representing credit swaps, total return swaps or other derivative
exposures, (ii) securities secured by equity instruments or
corporate
bonds and (iii) ABS CDOs, “CDO squareds” or other securities which
are themselves secured by Asset Backed Securities.
	 
	 	 
	 

	 	“Counterparty Originated Asset”
 means any RO with respect to which the Counterparty, its Credit Support
 Providers or any of their Affiliates
(i) is related as depositor, originator or transferor of the
receivables securitized in the RO or (ii) is a sponsor, servicer or
 administrator
thereto, (iii) is a holder of any beneficial interest in the issuer
 of the RO or (iv) has acted as an underwriter, arranger or
distributor of
such RO.






     

  



8















	 	 	 
	 

	 	“Guaranteed Student Loans”
means student loans originated under Title IV of the Higher Education
Act, no less than 95% of the loan principal
and interest of which are guaranteed and explicitly reinsured by the
United States Department of Education.
	 
	 	 
	 

	 	“Private Student Loans” means
student loans other than Guaranteed Student Loans.
	 
	 	 
	 

	 	“Qualifying [*]-Rated RO” means
 an RO that (i) is rated at least [*] by each of S&P and
Moody’s (where any RO rated [*] by each of S&P and
Moody’s but also rated by Fitch and rated lower than [*] by Fitch shall
be deemed for purposes of this test to be rated lower than [*] by
S&P
and Moody’s) and (ii) is either (A) not subordinated to any
other class or tranche of securities issued by the relevant Issuer or
(B)
subordinated only to a class or tranche of securities issued by the
relevant Issuer the entire principal amount of which is included as an
RO
in this Facility.
	 
	 	 
	 

	 	“Tax Opinion” means a legal
opinion of nationally recognized tax counsel that concludes that
(a) the RO will be treated as indebtedness for
U.S. federal income tax purposes and (b) the issuer of the RO will
not be treated as subject to U.S. federal tax.
	 
	 	 
	 

	 	“True Sale and Nonconsolidation
Opinion” means a legal opinion of Bingham McCutcheon LLP or other
counsel satisfactory to GSI in its good
faith discretion which concludes that (i) any assets purchased by
the Reference Entity in connection with the relevant securitization
would
not be considered to be part of the estate of any relevant Affiliate of
Counterparty (an “Originator Affiliate”) in a proceeding under
the
Bankruptcy Code and (ii) neither the Reference Entity nor any other
 special purpose entity organized in connection with the relevant
securitization would be substantively consolidated with any of
(A) Counterparty, (B) any Credit Support Providers of
Counterparty or (C) any
Originator Affiliate (other than a special purpose entity), in each case
 where the foregoing conclusions take account of the existence and
terms of this Facility and Counterparty’s Credit Support Documents.
	 
	 	 
	Maximum
 Aggregate Notional Amount

	 	From and including the Facility
Commencement Date to but excluding the Facility Amendment Date, USD
3,000,000,000. On and after the Facility
Amendment Date, USD 2,125,000,000, less cumulative amount of Swap
Amortization amounts determined on or prior to such date.
	 
	 	 
	Aggregate
 Notional Amount

	 	The sum on any day of the Net USD
Notional Amounts of each RO at the close of business on that day.
	 
	 	 
	Swap
 Amortization

	 	USD 212,500,000 with respect to each
anniversary of the Facility Commencement Date, beginning with the 11th anniversary
of the
Facility Commencement Date.
	 
	 	 
	Portfolio
 Adjustment

	 	(A) Counterparty may, by sending a
 Portfolio Adjustment Notice to GSI, designate any Business Day to
adjust the Portfolio (any such adjustment
a “Portfolio Adjustment”) by:







	 	(i)	 	designating a new Eligible RO for addition to the Portfolio; or






 





			
	*	 	Confidential treatment has been requested and the redacted
material has been filed separately with the Securities and Exchange
Commission.



9















	 	(ii)	 	designating a RO for removal, in whole or in part, pursuant to a
 Removal Date; or
	 
	 	(iii)	 	combining (i) and (ii) to effect a substitution;





	 	 	 
	 

	 	provided that:
	 
	 	 
	 

	 	(a) no Potential Event of Default or
Event of Default has occurred and is continuing in relation to
Counterparty;
	 
	 	 
	 

	 	(b) the Aggregate Notional Amount does
 not exceed the Maximum Aggregate Notional Amount as a result of such
Portfolio Adjustment;
	 
	 	 
	 

	 	(c) each RO to be added is an Eligible
 RO;
	 
	 	 
	 

	 	(d) except as provided in (B)(i) and
(ii) of the next paragraph or otherwise with the consent of GSI in
its sole discretion, (I) no addition,
removal, substitution or other Portfolio Adjustment may occur on or
after the Facility Amendment Date until the Portfolio Adjustment Renewal
Date and (II) no removal, in whole or in part, or any Removal Date
in relation thereto may occur until on or after the Target Exposure
Date;
and
	 
	 	 
	 

	 	(e) there shall be no more than one
new RO (or four new ROs if (I) all such new ROs are issued by the
same issuer in a single securitization
documented pursuant to a single indenture or trust deed and
(II) the same collateral secures all such ROs) added to the
Portfolio in any
calendar week.
	 
	 	 
	 

	 	(B) In addition:
	 
	 	 
	 

	 	(i) If GSI has notified Counterparty
of a Re-Striking that would cause the Aggregate Notional Amount to
exceed the Maximum Aggregate Notional
Amount, then
	 
	 	 
	 

	 	(x)
prior to the Portfolio Adjustment Renewal Date, unless Counterparty has
notified GSI within three Business Days of receipt of GSI’s notice
of Re-Striking that Counterparty objects to such Re-Striking, in which
case such Re-Striking shall not occur, GSI will have the right to
designate one or more ROs for removal such that after giving effect to
such Portfolio Adjustment Notice, the Aggregate Notional Amount is less
than or equal to the Maximum Aggregate Notional Amount, and

	 
	 	 
	 

	 	(y) on
and after the Portfolio Adjustment Renewal Date, Counterparty, will be
required to designate one or more ROs for removal such that
after giving effect to such Portfolio Adjustment Notice, the Aggregate
Notional Amount is less than or equal to the Maximum Aggregate Notional
Amount,

	 
	 	 
	 

	 	where in each case the Removal Date in
 respect of any such RO shall be no more than 10 Business Days following
 the Re-Striking Date.
	 
	 	 
	 

	 	(ii) If Counterparty fails to
designate a Removal Date as required hereby, GSI may by sending a
Portfolio Adjustment Notice to Counterparty,
designate any Business Day to adjust the Portfolio (any such adjustment,
 also a “Portfolio Adjustment”) by designating one or more ROs
for
removal, in whole or in part,







10

















	 	 	 
	 

	 	pursuant to a Removal Date such that
after giving effect to such Portfolio Adjustment
Notice, the Aggregate Notional Amount is less than or equal to the
Maximum Aggregate
Notional Amount.
	 
	 	 
	 

	 	“Exchange Offer Settlement Date”
 means the date on which the “Settlement Date” referred
to in the Offering Memorandum, Disclosure Statement And Solicitation Of
Acceptances Of A
Prepackaged Plan Of Reorganization describing the “CIT Group Inc. &
CIT Group Funding
Company of Delaware LLC Offers to Exchange Relating to Any and All of
Their Respective
Outstanding Notes Listed Below and Solicitation of Acceptances of a
Prepackaged Plan of
Reorganization“ dated October 1, 2009 as filed on October 2,
2009 with the United States
Securities and Exchange Commission, and as amended by (i) the
amendments to such
documents issued by CIT Group Inc. as of October 16, 2009 and filed
 with the United
States Securities and Exchange Commission on October 19, 2009 and
(ii) the amendments to
such documents issued by CIT Group Inc. as of October 23, 2009 and
filed with the United
States Securities and Exchange Commission on October 26, 2009 (the “Existing
 Exchange
Offer Terms”), and as further amended from time to time, provided,
however that no such
amendment, or any modification or waiver of the Existing Exchange Offer
Terms, would
adversely affect the Material Terms or otherwise constitute a TRS
Impairment (such
documents as so amended the “Exchange Offer”) has occurred in
accordance with the
Liquidity and Leverage Condition, Documentation Condition and the other
terms and
conditions of the Exchange Offer described in the section entitled
“Description of the
Offers  — Conditions to the Offers.”.
	 
	 	 
	 

	 	“Exchange Offer Trigger Date”
means the 30th
 day following the Exchange Offer
Settlement Date.
	 
	 	 
	 

	 	“Portfolio Adjustment Renewal Date”
 means the earlier of (i) the Exchange Offer Trigger
Date and (ii) the date on which the Plan of Reorganization is
confirmed by the relevant
bankruptcy court and has been consummated without any amendment,
modification or
supplement that adversely affects the Material Terms and is not approved
 by GSI, and CIT
Group Inc. (and any subsidiaries or affiliates thereof) have emerged
from bankruptcy
proceedings.
	 
	 	 
	Portfolio
 Adjustment 

Notice

	 	A notice provided at least fifteen
Business Days (or such lesser number of Business Days
as agreed between Counterparty and GSI) prior to the date of any
Portfolio Adjustment
revising Annex A to take account of any Portfolio Adjustment; provided,
however that the
date of any Portfolio Adjustment relating to the substitution of a new
Eligible RO for an
existing RO where the new and existing RO are the same obligation with
the same Notional
Amount (such Portfolio Adjustment a “Re-Striking Substitution”)
may be 2 Business Days
following the delivery of the related Portfolio Adjustment Notice.
	 
	 	 
	 

	 	A Portfolio Adjustment Notice provided
 by GSI as contemplated under Re-Striking Payments
shall be provided at least 2 Business Days prior to the Removal Date.
	 
	 	 
	Determination
 of
Initial FX Rate

	 	The Calculation Agent will determine
in a commercially reasonable manner the Initial FX
Rate for each RO not denominated in USD based on the Current FX Rate as
of the date
determined by the Calculation Agent after the date the Portfolio
Adjustment Notice is
received for such RO and at least two Business
Days prior to its Effective Date.






11















	 	 	 
	FX
 Rate

	 	With respect to a Specified Currency,
as of the Effective Date and at any time prior to
and including the initial Re-Striking Date, the Initial FX Rate; and
following the
initial Re-Striking Date, the Current FX Rate as of the immediately
preceding Re-Striking
Date.
	 
	 	 
	Current
 FX Rate

	 	With respect to a Specified Currency
as of any date, the spot rate of exchange between
the Specified Currency and USD as of such date, determined by the
Calculation Agent in a
commercially reasonable manner.
	 
	 	 
	Business
 Days

	 	For payment dates requiring payments
in USD, London and New York
	 
	 	 
	 

	 	For payment dates requiring payments
in CAD, Toronto and London
	 
	 	 
	 

	 	For payment dates requiring payments
in EUR, London and TARGET.
	 
	 	 
	 

	 	For payment dates requiring payments
in GBP, London and New York
	 
	 	 
	 

	 	For purposes of the Collateral
provisions, Portfolio Adjustment Notices and all other
purposes hereunder, London and New York.
	 
	 	 
	Business
 Day 

Convention

	 	Modified Following
	 
	 	 
	Calculation
 Agent



Facility Fee

	 	GSI
	 
	 	 
	Facility
 Fee

	 	On each Facility Fee Payment Date,
Counterparty shall pay to GSI a Facility Fee
determined as follows:
	 
	 	 
	 

	 	Facility Fee Notional Amount  ́ Facility Fee Rate  ́ (the actual number of days
within the relevant Facility Fee Period divided by 360)
	 
	 	 
	Facility
 Fee 

Notional Amount

	 	In respect of the Facility Fee Period
from and including the Facility Commencement Date
to but excluding the initial Facility Fee Payment Date, the higher of
(a) the Aggregate
Notional Amount and (b) zero. For the immediately following
Facility Fee Period, the
higher of (a) the Aggregate Notional Amount and (b) 50% of the
 Maximum Aggregate Notional
Amount. For each subsequent Facility Fee Period, the Maximum Aggregate
Notional Amount;
provided that for the Facility Fee Period which includes the Facility
Amendment Date, the
Facility Fee Notional Amount will be the sum of the values of the
Maximum Aggregate
Notional Amount during each day in such Facility Fee Period divided by
the number of days
included in such Facility Fee Period.
	 
	 	 
	Facility
 Fee Rate

	 	285 bps
	 
	 	 
	Facility
 Fee Period

	 	With respect to any Facility Fee
Payment Date, the period from (and including) the
immediately preceding Facility Fee Payment Date (or, in relation to the
initial Facility
Fee Period, the Facility Commencement Date) to (but excluding) such
Facility Fee Payment
Date (or, in relation to the final Facility Fee Period, the Facility End
 Date).






12















	 	 	 
	Facility
 Fee Payment 

Dates

	 	Quarterly on each three month
anniversary of the Facility Commencement Date and ending
on
the Facility End Date.
	 
	 	 
	Facility Amendment
Date
Payments;
Forbearance
Agreement
	 
	 	 
	Termination
 Fee

	 	On the Facility Amendment Date,
Counterparty will pay to GSI seven twenty-fourths
(29.1667%) of the Present Value Facility Fee (based on the Maximum
Aggregate Notional
Amount as of the day prior to the Facility Amendment Date) as determined
 by GSI on the
Facility Amendment Date, in consideration for GSI’s termination of the
Present Value
Facility Fee otherwise payable under the Original Facility in connection
 with the
reduction of the Maximum Aggregate Notional Amount from USD
3,000,000,000 to USD
2,125,000,000 (the “Termination Fee”).
	 
	 	 
	Forbearance
 Agreement

	 	In consideration for the payment of
the Termination Fee and the other amendments effected
hereby, GSI agrees (such agreement the “Forbearance Agreement”)
not to exercise (A) its
right to designate an Early Termination Date under the Master Agreement
or (B) its right
to defer or suspend payments or deliveries to Counterparty or CIT
Barbados under Section
2(a)(iii) of the Master Agreement or Paragraph 4(a) of the Credit
Support Annex or
otherwise (except as set forth in the provisions of this Confirmation
relating to the
Additional Collateralization Amount or as otherwise specifically
provided in this
Confirmation), in each case if (or in the case of (iii), (iv),
(v) and (vii) for so long
as):
	 
	 	 
	 

	 	(i) such right arises solely as a result of
(1) the announcement of or launch of
solicitation of the Exchange Offer and Plan of Reorganization for CIT
Group Inc., (2) the
Events of Default and/or Potential Events of Default alleged by GSI in
the Rescinded
Notices (without prejudice to the rights of GSI in relation to any
subsequent Event of
Default or Potential Event of Default in relation to the Indemnity
Letters), (3) the
filing of a voluntary Chapter 11 bankruptcy proceeding by CIT Group
 Inc. on or prior to
November 30, 2009, or (4) any actions, inactions, filings or
disclosures by CIT Group
Inc. pursuant thereto or to its overall restructuring process
(collectively, the
“Exchange/Plan Activities”);

	 
	 	 
	 

	 	(ii) such Chapter 11 proceeding occurs to effect
 the Plan of Reorganization;

	 
	 	 
	 

	 	(iii) no action is taken (whether by a court of
competent jurisdiction or by CIT Group
Inc., any affiliate of CIT Group Inc., any examiner or trustee or any
other person on
behalf of one of the foregoing) in connection with such Chapter 11
proceeding or
otherwise that is inconsistent with the Material Terms or which impairs
or restricts the
ability of Counterparty or any Credit Support Provider to perform its
respective
obligations under the Master Agreement and this Facility or
Counterparty’s Credit Support
Documents, as applicable, or otherwise prejudices, impairs, avoids,
objects to or
restricts any rights, claims or remedies of GSI under the







13















	 	 	 
	 

	 	Master Agreement, this Facility
or any Credit Support Document, including without limitation
(A) any action to propose or
accept any sale or transfer of all or substantially all of the assets of
 CIT Group Inc.
where the entity succeeding to such assets would not assume all of the
obligations of CIT
Group Inc. under the Amended CIT Group Guaranty or (B) any action
to (I) impair or
restrict the right of GSI to set off any First Total Return Termination
Payments or other
amounts otherwise payable by GSI hereunder against any amounts payable
by Counterparty
under the Master Agreement or this Facility, (II) subordinate
(including by means of
equitable subordination) any rights, claims or payment obligations of
GSI rights under
the Master Agreement, this Facility or any Credit Support Document in
relation hereto,
(III) use, or obtain credit secured by, the Posted Credit Support
received by
GSI
pursuant to the terms of the Master Agreement or any other any liens,
security interests
or rights of setoff in favor of GSI contemplated by the terms of the
Master Agreement,
this Facility or any Credit Support Document (whether or not adequate
protection is
deemed to exist with respect to such Posted Credit Support, liens,
security interests or
rights of setoff for purposes of Sections 363 or 364 of the
Bankruptcy Code), (IV)
challenge or avoid, or expressly reserve the right to challenge or avoid
 for any reason
any payments or Transfers of Posted Credit Support received by GSI or
any obligations
incurred by Counterparty or any Credit Support Provider under the Master
 Agreement, this
Facility or any Credit Support Document (including without limitation
the Termination
Fee), (V) recharacterize or challenge the validity or
enforceability of the Master
Agreement, this Facility or any Credit Support Document or any ROs
(including without
limitation any action to recharacterize any sale of assets to the issuer
 of any RO as a
secured financing, or to seek substantive consolidation of the issuer of
 any RO with any
Relevant Entity) or (VI) assert any claim against GSI arising from
the entry into, and
incurrence and performance of obligations under the Master Agreement,
this Facility or
any Credit Support Document (any such action in (A) or (B)(I)
through (VI) a “TRS
Impairment”), provided, however, that no provision in
the foregoing definition of TRS
Impairment shall require Counterparty to waive, release or relieve GSI
of GSI’s duty to
perform its obligations in accordance with the terms of the Master
Agreement, this
Facility or any Credit Support Document, or to waive or release any
rights, claims or
remedies arising under the Master Agreement, this Facility or any Credit
 Support Document
in relation to any breach by GSI or its Credit Support Provider of such
obligations;

	 
	 	 
	 

	 	

(iv) the Plan of Reorganization is not withdrawn, revoked or otherwise
abandoned;

	 
	 	 
	 

	 	(v) no amendment, modification or supplement to the
Plan of Reorganization that
adversely affects the Material Terms is included in, or incorporated
into, the Plan of
Reorganization without the prior written consent of GSI;

	 
	 	 
	 

	 	(vi) the Termination Fee is paid in full on the
Facility Amendment Date; and







14















	 	 	 
	 

	 	(vii) no TRS Conflicting Indebtedness (as defined
below) is incurred or entered into at
any time (the conditions in (i) through (vii) the “Forbearance
 Conditions”);

	 
	 	 
	 

	 	provided that if no Chapter 11
bankruptcy proceeding with respect to CIT Group Inc. has
occurred by November 30, 2009, the Forbearance Agreement will be of
 no further force and
effect.
	 
	 	 
	 

	 	For purposes of clause (B)(II) of the
definition of TRS Impairment neither (i) the
priority given to financing obtained under Section 364 of the
Bankruptcy Code nor (ii)
the granting of a lien or security interest, including any cash
management order entered
in the Chapter 11 proceeding in accordance with the Plan of
Reorganization and permitting
intercompany liens, shall be considered to effect a “subordination”,
provided that no
such priority, lien or security interest is senior to or conflicts with
or prejudices (a)
the rights of GSI in relation to any RO Haircut Amounts or Posted Credit
 Support received
by GSI pursuant to the terms of the Master Agreement, this Facility or
any Credit Support
Document, including any liens, security interests or rights of setoff in
 favor of GSI
contemplated by the terms of the Master Agreement, this Facility or any
Credit Support
Document (whether or not adequate protection is deemed to exist with
respect to GSI’s
Posted Credit Support, liens, security interests or rights of setoff for
 purposes of
Sections 363 or 364 of the Bankruptcy Code) or (b) the right
of GSI to receive
performance of any other obligations incurred by Counterparty or any
Credit Support
Provider under, the Master Agreement, this Facility or any Credit
Support Document or (c)
otherwise constitutes a TRS Impairment.
	 
	 	 
	 

	 	The Forbearance Agreement will be of
no further force and effect if Counterparty fails to
pay the Termination Fee in full on the Facility Amendment Date or if any
 of the
Forbearance Conditions fails or ceases to be satisfied at any time. The
Forbearance
Agreement will expire if the Plan of Reorganization is not confirmed by
the relevant
bankruptcy court (without any amendment, modification or supplement that
 adversely
affects the Material Terms and is not approved by GSI), on or before
June 30, 2010. In
no event shall GSI be restricted from exercising any otherwise
applicable right to
designate an Early Termination Date under the Master Agreement for any
reason after June
30, 2010.
	 
	 	 
	 

	 	The Forbearance Agreement
	 
	 	 
	 

	 	(X) does not restrict GSI’s right to designate an
Early Termination Date on grounds of

	 
	 	 
	 

	 	(i) any other Event of Default under the Master
Agreement, including without limitation

	 
	 	 
	 

	 	(A) the occurrence of any event described in
Section 5(a)(vii) of the Master Agreement in
relation to Counterparty or CIT Barbados, whether or not a bankruptcy of
 CIT Group Inc.
occurs in accordance with the Plan of Reorganization, provided that if
no event described
in Section 5(a)(vii) clause (1), (3), (4), (5), (6) or
(7) occurs with respect to
Counterparty or CIT Barbados, neither the Existing Exchange Offer







15















	 	 	 
	 

	 	Terms nor the filing of
a voluntary Chapter 11 bankruptcy proceeding with respect to CIT
Group Inc. in accordance
with the Plan of Reorganization shall, in and of itself, be construed to
 give rise to an
event described in Section 5(a)(vii) clause (2), (8) or
(9) in relation to Counterparty
or CIT Barbados; or

	 
	 	 
	 

	 	(B) the occurrence of any event described in
Section 5(a)(i) or Section 5(a)(iii) of the
Master Agreement in relation to Counterparty or any Credit Support
Provider as applicable
(even if such event arises during or is caused by the existence of a
Chapter 11
proceeding in accordance with the Plan of Reorganization), except that
no event described
in Section 5(a)(iii)(2) in relation to the Amended CIT Group
Guaranty shall be deemed to
arise from the existence of a Chapter 11 proceeding in accordance
with the Plan of
Reorganization so long as each of the Forbearance Conditions continues
to be met, or

	 
	 	 
	 

	 	
(ii) any Termination Event under the Master Agreement or this Facility;

	 
	 	 
	 

	 	provided, however, that the Forbearance
 Agreement shall restrict GSI’s right to designate
an Early Termination Date on grounds of (aa) an Event of Default
under (I) Section
5(a)(ii) solely to the extent that the relevant breach of agreement is a
 failure to
timely provide financials, (II) Section 5(a)(v) solely to the
extent that the relevant
default under the Specified Transaction is caused by the Exchange/Plan
Activities and
(III) Section 5(a)(vi) solely to the extent the default under
and acceleration of the
Specified Indebtedness is caused by the Exchange/Plan Activities or
(bb) any right to
designate an Early Termination Date in relation to the Master Agreement
that arises not
under the terms of this Confirmation or the Master Agreement but under
the terms of a
different contract or agreement that does not form a part of this
Confirmation or the
Master Agreement;

	 
	 	 
	 

	 	(Y) is without prejudice to any other rights and
remedies of GSI under the Master
Agreement or this Facility and

	 
	 	 
	 

	 	(Z) subject to clause (X)(bb) above, is without
prejudice to any rights or remedies of
GSI or any Affiliates of GSI under any other agreements with
Counterparty, Counterparty’s
Credit Support Providers and/or their Affiliates.

	 
	 	 
	 

	 	“Plan of Reorganization” means
the “prepackaged bankruptcy” plan of reorganization of CIT
Group Inc. that (1) will satisfy the requirements under
Section 1129 of the Bankruptcy
Code, (2) shall at a minimum include the following terms (the “Material
 Terms”): (i) the
Amended CIT Group Guaranty will be reinstated and not impaired in any
respect by CIT
Group Inc. and will be in full force and effect on the effective date of
 such plan of
reorganization; (ii) such plan of reorganization shall contain an
express waiver of the
rights of CIT Group Inc., the reorganized CIT Group Inc. and any of
their respective
affiliates to assert or take action to effect any TRS Impairment; and
(iii) such plan of
reorganization shall not otherwise have any provision effecting or in
furtherance of a
TRS Impairment and (3) is otherwise substantially in the form and
substance set forth in
Appendix C of the Exchange Offer, as may be amended from time to
time, without giving
effect to any amendment or modification that adversely affects the
Material Terms.






16















	 	 	 
	 

	 	“Relevant Entity” means in
relation to any RO, (i) Counterparty, (ii) any Credit Support
Provider of Counterparty, (iii) any seller of assets purchased by
the issuer of such RO
pursuant to the securitization of assets in connection with the issuance
 of such RO, (iv)
any servicer or collateral manager in relation to the issuer of such RO,
 (v) any entity
not otherwise included in (i) through (iv) with respect to
which an opinion of counsel
was delivered in connection with the issuance of the relevant RO that
such entity should
not be consolidated with the issuer of the RO or (vi) any other
entity where the
substantive consolidation of such entity with the issuer of the RO
would, as reasonably
determined by GS, prejudice the rights or holders of the RO or have a
material adverse
impact on such RO.
	 
	 	 
	Terms Relating to Each
Transaction
	 
	 	 
	1.
 General Terms
	 	 
	 
	 	 
	Terms
 Specified in

	 	The Following terms in relation to
each Transaction will be specified in Annex A:
	Annex
 A
	 	 







	 	§ 	 	Effective Date (subject to Condition to RO Effectiveness below)
	 
	 	§	 	Reference Obligation (“RO”)
	 
	 	§	 	Reference Entity
	 
	 	§	 	Guarantor or other credit support provider (if any)
	 
	 	§	 	Insurer (if any)
	 
	 	§	 	Specified Currency
	 
	 	§	 	Initial FX Rate
	 
	 	§	 	Initial Notional Amount (which will be an actual outstanding
principal amount of
the RO)
	 
	 	§	 	Offered Price (including accrued interest) (expressed as
percentage of principal
balance)
	 
	 	§	 	Initial Price (expressed as percentage of principal balance)
	 
	 	§	 	Floating Rate Period End Dates
	 
	 	§	 	Reference Obligation Coupon
	 
	 	§	 	Each credit rating of RO as at Effective Date
	 
	 	§	 	The Transaction Termination Date
	 
	 	§	 	Initial Haircut Percentage (which will be the Haircut Percentage
 applicable to
the RO on the Effective Date)




17




















	 	 	 
	 

	 	The Transaction Termination Date
shall, if required by or assumed by counsel in
connection with the delivery of a True Sale and Non-Consolidation
Opinion, be a date
occurring not later than (i) for ROs for which the expected final
amortization based on
pricing speed, as determined by Counterparty (the “Expected
Amortization Date”) will
occur 5 years or more after the Effective Date for such RO, the
date on which 80% of the
number of days occurring between the Effective Date for such Transaction
 and the Expected
Amortization Date have lapsed, (ii) for ROs for which the Expected
Amortization Date will
occur more than one but less than five years after the Effective Date
for such RO, the
date occurring one year prior to the Expected Amortization Date and
(iii) for ROs for
which the Expected Amortization Date will occur one year or less from
the Effective Date
for such RO, the date on which 50% of the number of days occurring
between the Effective
Date for such Transaction and the Expected Amortization Date have
lapsed.
	 
	 	 
	Condition
 to RO
Effectiveness

	 	The Effective Date shall be subject to
 (A) the availability to GSI of a firm offer from
Counterparty or an unaffiliated third party designated by Counterparty
on which GSI or
its designee could execute the purchase of a principal amount of the RO
equal to the
Initial Notional Amount at the Offered Price for settlement on the
Effective Date, such
Offered Price (1) not to exceed the market value of the principal
amount of the RO
determined by the Calculation Agent in a commercially reasonable manner
and (2) unless a
Bid Failure Event occurs, to be greater than the applicable Initial
Haircut Percentage
and (B) receipt by GSI on or prior to such Effective Date of the
Initial Payment from CIT
Financial (Barbados) Srl (“CIT Barbados”) as required to be made
pursuant to a Guaranty
provided by CIT Barbados (the “Guaranty”) for application under
the Transaction. If a
Bid Failure Event occurs, the Effective Date shall occur at
Counterparty’s option and the
Offered Price shall be equal to zero.
	 
	 	 
	 

	 	For the avoidance of doubt, if an
Effective Date and Bid Failure Event occurs and the
Offered Price is zero, immediately upon the Effective Date, Counterparty
 shall at its
option, after giving the applicable notice described in this Agreement,
be entitled to
either (i) cause a Re-Striking Date to occur with respect to the
related RO such that (x)
Counterparty shall be entitled to receive a Net Re-Striking Gain Amount
calculated based
on the Current Price for such RO on the Effective Date and (y) CIT
Barbados shall be
required to pay a Net Re-Striking Haircut Addition Amount for such RO on
 the Effective
Date or (ii) receive the Market Related Amount in cash from GSI
with respect to the
related RO on the Effective Date under the terms of the Credit Support
Annex.
	 
	 	 
	 

	 	The initial Effective Date hereunder
shall also be subject to the condition precedent
that (i) counsel to CIT Barbados has provided GSI with an opinion
acceptable to GSI
confirming the perfection of GSI’s interest in any Initial Payment to be
 made by CIT
Barbados under the Guaranty from time to time and (ii) CIT Barbados
 has taken all
necessary steps required by GSI to perfect GSI’s interest in such
Initial Payment under
Barbados law.
	 
	 	 
	Initial
 Price

	 	From and including the Effective Date
to but excluding the first Re-Striking Date, (1)
Offered Price minus (2) Haircut Percentage (in each case as
of the Effective Date),
subject to a minimum of zero.






18















	 	 	 
	 

	 	From and including any Re-Striking
Date to but excluding the next Re-Striking Date, (1)
Current Price minus (2) Haircut Percentage (in each case as
of the Re-Striking Date
occurring at the beginning of such period), subject to a minimum of
zero.
	 
	 	 
	Bid
 Failure Event

	 	If prior to the Effective Date either
GSI gives notice to Counterparty, or Counterparty
gives notice to GSI, that GSI has not identified a firm bid for the RO
at the Offered
Price after the Condition to RO Effectiveness has been satisfied (for
settlement on the
Effective Date), then the Effective Date shall be five business days
after the effective
date of such notice. If prior to the second effective date either GSI
gives notice to
Counterparty, or Counterparty gives notice to GSI, that GSI has not
identified a firm bid
for the RO at the Offered Price (for settlement on such second effective
 date), then the
Effective Date shall be five business days after the effective date of
such notice. If
prior to the third effective date either GSI gives notice to
Counterparty, or
Counterparty gives notice to GSI, that GSI has not identified a firm bid
 for the RO at
the Offered Price (for settlement on such third effective date), then a
Bid Failure Event
has occurred. For the avoidance of doubt, GSI is not required to provide
 a bid for the
RO.
	 
	 	 
	Initial
 Payment

	 	CIT Barbados, as required pursuant to
the Guaranty, will make a payment to GSI on the
Effective Date for each RO calculated as follows:
	 
	 

	 	Initial Notional Amount
times Initial Haircut Percentage divided by FX Rate for
the
relevant RO; provided, however, that if there is a Bid Failure Event,
then the Initial
Payment will be zero.
	 
	 	 
	Notional
 Amount

	 	The Initial Notional Amount, as
reduced by each Terminated Notional Amount and Actual
Principal Repayment from time to time.
	 
	 	 
	Net
 USD Notional 

Amount

	 	On any day, the Notional Amount at the
 close of business (London time) on that day
multiplied by the related Initial Price divided by the related FX Rate
for that RO.
	 
	 	 
	Average
 Notional 

Amount

	 	With respect to any Floating Rate
Period, the sum of the Net USD Notional Amounts for
each day in that period divided by the actual number of days in that
period.
	 
	 	 
	Termination
 Date

	 	The earlier of: (i) the Facility
End Date, (ii) the Defaulted Termination Date, (iii) the
Transaction Termination Date or (iv) the date on which the Notional
 Amount of the
Transaction equals zero.
	 
	Removal
 Date

	 	The Business Day specified by
Counterparty or GSI for early termination, in whole or in
part, of an RO in accordance with a Portfolio Adjustment.






19















	 	 	 
	2.
 Effective Date
Exchange
	 	 
	 
	 	 
	Counterparty
 Exchange 

Amount

	 	On the Effective Date with respect to
an
RO, Counterparty shall pay to GSI an
amount in the Specified Currency with
respect to such RO equal to its Initial
Notional Amount multiplied by its Offered
Price.
	 
	 	 
	GSI
 Exchange Amount

	 	On the Effective Date with respect to
an
RO, GSI shall pay to Counterparty an
amount in USD with respect to such RO
equal to its Initial Notional Amount
multiplied by its Offered Price divided
by its Initial FX Rate.
	 
	 	 
	3.
 Haircut
	 	 
	 
	 	 
	Haircut
 Percentage

	 	The Haircut Percentage shall be the
percentage determined in accordance with the table
below by reference to the rating of the RO as of the relevant date. For
the avoidance of
doubt the Haircut Percentage applicable to an RO may change after the
Effective Date if
its applicable rating changes.






	 	 	 	 	
	 

	 	Rating                  	Percentage
	 
	 	 	
	 

	 	““AAA” FFELP Assets 	[*]% plus the Selected Percentage
	 

	 	“A” or better 	[*]% plus the Selected Percentage
	 

	 	“BBB” but less than “A” 	[*]% plus the Selected Percentage
	 

	 	Less than “BBB” 	[*]% plus the Selected Percentage





	 	 	 
	 

	 	provided that where the ratings of the
 relevant agencies differ, the lower of the ratings
shall apply.
	 
	 	 
	 

	 	As used above:
	 
	 	 
	 

	 	“A” or better” means that the RO is
rated at least A+/A by S&P and A1/A2 by Moody’s and,
if rated by Fitch, is rated at least A+/A by Fitch;




““BBB” but less than “A”” means that the RO is rated at least A-/
BBB+/BBB/BBB- by S&P
and A3/Baa1/Baa2/Baa3 by Moody’s and, if rated by Fitch, is rated at
least
A-/BBB+/BBB/BBB- by Fitch.
	 
	 	 
	 

	 	“Less than “BBB”” means that the RO is
 neither ““A” or better” nor ““BBB” but less than
“A””.
	 
	 	 
	 

	 	“AAA” FFELP Assets means that the RO
is a securitization where the securitized
receivables are exclusively comprised of Guaranteed Student Loans, and
is rated AAA by
S&P and Aaa by Moody’s and, if rated by Fitch, is rated at least AAA
 by Fitch.
	 
	 	 
	 

	 	“Selected Percentage” means
(x) in respect of any date prior to the seven year
anniversary of the Facility Commencement Date, zero and (y) in
respect of any date after
the seven year anniversary of the Facility Commencement Date, a figure
of between 0% and
10% selected by GSI; provided, however, that (i) the Selected
Percentage may not exceed
10%, (ii) the Selected Percentage may not be decreased from its
value on any prior date
and (iii) each incremental increase in the Selected Percentage
shall result in a
reduction of the Facility Fee Rate by 5 bps with effect from the date of
 such increase,
with the values of the Facility Fee corresponding to each possible value
 of the






 





			
	*	 	Confidential treatment has been requested and the redacted
material has been filed separately with the Securities and Exchange
Commission.




20

















	 	 	 
	 

	 	Selected Percentage as set forth
below.






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Selected	 	Facility Fee	 	Selected	 	Facility Fee
	Percentage	 	Rate (bps)	 	Percentage	 	Rate (bps)
	 	0	%	 	 	285	 	 	 	6	%	 	 	255	 
	 	1	%	 	 	280	 	 	 	7	%	 	 	250	 
	 	2	%	 	 	275	 	 	 	8	%	 	 	245	 
	 	3	%	 	 	270	 	 	 	9	%	 	 	240	 
	 	4	%	 	 	265	 	 	 	10	%	 	 	235	 
	 	5	%	 	 	260	 	 	 	 	 	 	 	 	 






	 	 	 
	4. Total Return Payer
Payments
	 
	 	 
	Total
 Return Coupon 

Payments

	 	On each Total Return Coupon Payment
Date, GSI shall pay to
Counterparty (subject to “Floating Rate Payment and Total Return
Coupon Netting” below) an amount in the Specified Currency equal to
the Actual Coupon Payment on the related RO.
	 
	 	 
	Total
 Return Coupon 

Payment Dates

	 	With respect to an RO, the date
falling five Business Days following
each date on which the Holders of the RO receive an Actual Coupon
Payment.
	 
	 	 
	5. Floating Rate Payer
Payments
	 
	 	 
	Floating
 Rate Payments

	 	On each Floating Rate Payment Date,
Counterparty shall pay to GSI
(subject to “Floating Rate Payment and Total Return Coupon Netting”
below) an amount in USD equal to:
	 
	 	 
	 

	 	Average Notional Amount times
Floating Rate times Floating Rate Day

Count Fraction
	 
	 	 
	Floating
 Rate Period 

End Dates

	 	As specified in Annex A, and the
Termination Date.
	 
	 	 
	Floating
 Rate Payment 

Dates

	 	The date falling five Business Days
following each Floating Rate
Period End Date.
	 
	 	 
	Floating
 Rate

	 	USD-LIBOR-BBA (with a Designated
Maturity equal to the Floating Rate
Period) plus the Floating Rate Spread. Linear Interpolation shall
apply.
	 
	 	 
	Floating
 Rate Spread

	 	0 bps
	 
	 	 
	Floating
 Rate Period

	 	The period from, and including, the
prior Floating Rate Period End
Date or the Effective Date, as applicable, to, but excluding, the
current Floating Rate Period End Date.
	 
	 	 
	Floating
 Rate Day 

Count Fraction

	 	Actual/360
	 
	 	 
	Floating
 Rate Reset 

Dates

	 	The first day of each Floating Rate
Period
	 
	 	 
	Floating
 Rate Payment

	 	On each Total Return Coupon Payment
Date occurring during the Retained






21















	 	 	 
	and
 Total Return 

Coupon Netting

	 	Cash Flow Period, an amount equal to
the excess of (i) the
Adjusted RO Coupon with respect to the relevant RO and such Total
Return Coupon Payment Date over (ii) the Floating Rate Payment with
respect to the corresponding Transaction and the Floating Rate
Payment Date occurring on such Total Return Coupon Payment Date
shall be retained by GSI and credited to the Additional
Collateralization Amount (each such amount a “Retained Net RO Coupon
Amount”).
	 
	 	 
	Adjusted
 RO Coupon

	 	For each RO and any Total Return
Coupon Payment Date, the relevant
Actual Coupon Payment divided by Current FX Rate as
determined on
the date on which the Holders of the RO received such Actual Coupon
Payment.
	 
	 	 
	6. Principal Payments
	 
	 	 
	Floating
 Rate 

Principal Payments

	 	On each Principal Payment Date,
Counterparty shall pay to GSI
(subject to “Net RO Principal Gain Payments” below) an amount in USD
equal to:
	 
	 	 
	 

	 	(1) the amount of the Actual Principal
 Repayment on the related RO
times (2) Offered Price divided by (3) FX Rate.
	 
	 	 
	Amortized
 Net Notional
Amount

	 	For any Principal Payment Date, the
amount of the Actual Principal
Repayment on the related RO times Initial Price.
	 
	 	 
	First
 Total Return 

Principal Payments

	 	On each Principal Payment Date, GSI
shall pay to CIT Barbados an
amount in USD equal to (a) the Actual Principal Repayment on the
related RO times (b) the Initial Haircut Percentage divided
 by (c)
the FX Rate with respect to that RO; provided, however, that (i) on
each Principal Payment Date occurring during the Retained Cash Flow
Period, GSI shall retain and credit the aggregate of such amounts
determined with respect to all applicable ROs to the Additional
Collateralization Amount (each such amount a “Retained Haircut
Principal Amount”) and (ii) on each Principal Payment Date
occurring
on or after the Target Exposure Date, if the calculation of Facility
Exposure, taking into account the RO Haircut Amount(s) after giving
effect to the relevant Actual Principal Repayment for each RO for
which a Principal Payment Date is occurring on such date, results in
a Delivery Amount or Return Amount becoming due to GSI by
Counterparty, then GSI shall pay to CIT Barbados only the portion of
such amount that exceeds such Delivery Amount or Return Amount (and
with respect to the balance of such amount shall treat Counterparty
as having Transferred on such date Eligible Credit Support or Posted
Credit Support in the form of Cash with a Value equal to such
balance).
	 
	 	 
	Second
 Total Return 

Principal Payments

	 	On each Principal Payment Date, GSI
shall pay to Counterparty
(subject to “Net RO Principal Gain Payments” below) an amount in the
Specified Currency equal to the Actual Principal Repayment on the
related RO.
	 
	 	 
	Principal
 Payment Dates

	 	With respect to an RO, the date
falling five Business Days following
each date on which the Holders of the RO receive an Actual Principal
Repayment.
	 
	 	 
	Net
 RO Principal Gain
Payments

	 	On each Principal Payment Date
occurring during the Retained Cash
Flow Period, GSI shall retain and credit to the Additional
Collateralization Amount an amount in USD equal to the greater of
(a) zero and (b)(1) the aggregate of the Second Total Return
Principal Payments for such Principal Payment Date






22















	 	 	 
	 

	 	divided by
Current FX Rate minus (2) the aggregate of the Floating Rate
Principal Payments for such Principal Payment Date (each such amount
a “Retained RO Principal Gain Amount”).
	 
	 	 
	7. Termination Payments
	 
	 	 
	First
 Total Return 

Termination Payment

	 	On each Termination Payment Date and
on any Early Termination Date,
GSI shall pay to CIT Barbados with respect to each RO an amount in
USD equal to the Terminated Notional Amount times the Initial
Haircut Percentage divided by the FX Rate for that RO (the “Haircut
Terminatio
 Amount” and the aggregate of all such Haircut
Termination Amounts on any Termination Payment Date or Early
Termination Date the “Aggregate Haircut Termination Amount”);
provided that
	 
	 	 
	 

	 	(i) during the Retained Cash Flow
Period, on each Termination
Payment Date which is not an Early Termination Date, GSI shall
retain and credit the Aggregate Haircut Termination Amount to the
Additional Collateralization Amount (each such amount a “Retained
Haircut Termination Amount”),
	 
	 	 
	 

	 	(ii) on or after the Target Exposure
Date, if the calculation of
Facility Exposure, taking into account the RO Haircut Amount(s)
after giving effect to the relevant Terminated Notional Amount for
each RO for which a Termination Payment Date is occurring on such
date, results in a Delivery Amount or Return Amount becoming due to
GSI by Counterparty, then GSI shall pay to CIT Barbados only the
portion of such amount that exceeds such Delivery Amount or Return
Amount (and with respect to the balance of such amount shall treat
Counterparty as having Transferred on such date Eligible Credit
Support or Posted Credit Support in the form of Cash with a Value
equal to such balance) and
	 
	 	 
	 

	 	(iii) on any Early Termination Date
any Aggregate Haircut
Termination Amount otherwise payable to CIT Barbados shall be
subject to reduction and setoff for any amounts due and unpaid by
Counterparty under the Master Agreement in respect of an Early
Termination Date, and any amounts so reduced or setoff shall be
applied first to all payment obligations of Counterparty hereunder
other than any obligation to pay the Unpaid Fee Notional Amount and
thereafter to such obligation of Counterparty to pay the Unpaid Fee
Notional Amount.
	 
	 	 
	Second
 Total Return 

Termination Payment

	 	On each Termination Payment Date, GSI
shall pay to Counterparty
(subject to “Net RO Termination Gain Payments” below) an amount in
the Specified Currency equal to the Terminated Notional Amount times
Final Price.
	 
	 	 
	Floating
 Rate
Termination Payment

	 	On each Termination Payment Date,
Counterparty shall pay to GSI
(subject to “Net RO Termination Gain Payments” below) an amount in
USD equal to:
	 
	 	 
	 

	 	(A) Terminated Notional Amount times
 Initial Price divided by FX Rate
	 
	 	 
	 

	 	plus
	 
	 	 
	 

	 	(B) Terminated Notional Amount times
 Initial Haircut Percentage
divided by FX






23















	 	 	 
	 

	 	Rate.
	 
	 	 
	Net
 RO Termination
Gain Payments

	 	On each Termination Payment Date
occurring during the Retained Cash
Flow Period, GSI shall retain and credit to the Additional
Collateralization Amount an amount in USD equal to the greater of
(a) zero and (b)(1) the aggregate of the Second Total Return
Termination Payments for such Termination Payment Date divided by
Current FX Rate minus (2) the aggregate of the Floating Rate
Termination Payments for such Termination Payment Date (each such
amount a “Retained RO Termination Gain Amount”).
	 
	 	 
	Termination
 Payment
Date

	 	Each Removal Date, Defaulted
Termination Date, Transaction
Termination Date or Facility End Date, as applicable.
	 
	 	 
	8. Re-Striking Payments
	 
	 	 
	Trigger
 Threshold

	 	The “Trigger Threshold” shall be met
on any date on which the
absolute value of the MTM is in excess of 3% of the Aggregate
Notional Amount, where:
	 
	 	 
	 

	 	“MTM” shall equal the aggregate sum of
 the Market Related Amount for
each RO in the Portfolio.
	 
	 	 
	Re-Striking
 Date

	 	Each of (i) ten
(10) Business Days following the date upon which a
Trigger Threshold is met, (ii) the Facility Amendment Date, (iii)
any one or more dates during the Retained Cash Flow Period
designated as such by GSI from time to time (including any Valuation
Date under the Credit Support Annex designated as such by GSI as
described below) or (iv) the Effective Date of any Re-Striking
Substitution.
	 
	 	 
	Re-Striking

	 	On giving no less than 3 Business Days
 notice in writing to
Counterparty GSI may, with effect as of any Re-Striking Date, elect
to re-strike the Initial Price of one or more ROs in the Portfolio
as determined by GSI such that, had such adjustment been in effect
on the Re-Striking Date, the MTM would have been equal to zero (a
“Re-Striking”); provided, however, that no prior notice to
Counterparty by GSI shall be required for GSI to designate as a
Re-Striking Date any Valuation Date during the Retained Cash Flow
Period on which GSI would otherwise be required to Transfer Eligible
Credit Support to Counterparty. A Re-Striking shall also occur on
the Effective Date of any Re-Striking Substitution designated by
Counterparty pursuant to “Portfolio Adjustment Notice” above. If GSI
so elects or if Counterparty makes a Re-Striking Substitution:
	 
	 	 
	 

	 	(i) a Removal Date shall be deemed to
occur on the Re-Striking Date,
with respect to the Notional Amount of each RO for which a
Re-Striking occurs and the parties shall make the payments required
hereunder in connection with a Removal Date;
	 
	 	 
	 

	 	(ii) a new Effective Date shall be
deemed to occur on the
Re-Striking Date with respect to the Notional Amount of each RO for
which a Re-Striking occurs and the parties shall make the payments
required hereunder in connection with an Effective Date;
	 
	 	 
	 

	 	(iii) the Initial Price of each RO for
 which a Re-Striking occurs
shall, with effect






24















	 	 	 
	 

	 	from the Re-Striking Date, be reset to
 (1)
Current Price minus (2) Haircut Percentage (in each case as
of the
Re-Striking Date);
	 
	 	 
	 

	 	(iv) the Offered Price of each RO for
which a Re-Striking occurs
shall, with effect from the Re-Striking Date, be reset to the
Current Price as of the Re-Striking Date;
	 
	 	 
	 

	 	(v) the Initial FX Rate of each RO for
 which a Re-Striking occurs
shall, with effect from the Re-Striking Date, be reset to be equal
to the Current FX Rate as determined two Business Days prior to the
Re-Striking Date; and
	 
	 	 
	 

	 	(vi) the Initial Haircut Percentage of
 each RO for which a
Re-Striking occurs shall be reset to the Haircut Percentage on the
Re-Striking Date.
	 
	 	 
	 

	 	For the avoidance of doubt, on any
Re-Striking Date, by operation of
(and without duplication of) the Initial Payment, the Effective Date
Exchange provision of Paragraph 2 and the Termination Payment
provision of Paragraph 7, and with respect to each RO for which a
Re-Striking Date occurs on such date:
	 
	 	 
	 

	 	(1) GSI shall pay to CIT Barbados an
amount in USD equal to the
Notional Amount times the Initial Haircut Percentage for the
relevant RO before the Re-Striking Date for the relevant RO divided
by Initial FX Rate (each as determined before such Re-Striking);
	 
	 	 
	 

	 	(2) CIT Barbados shall pay to GSI an
amount in USD equal to the
Notional Amount times Initial Haircut Percentage divided by
 Initial
FX Rate (each as determined pursuant to such Re-Striking).
	 
	 	 
	 

	 	(3) Counterparty shall pay to GSI an
amount in the Specified
Currency equal to the Notional Amount for the relevant RO multiplied
by its Current Price (each as determined pursuant to such
Re-Striking).
	 
	 	 
	 

	 	(4) GSI shall pay to Counterparty an
amount in USD equal to the
Notional Amount for the relevant RO multiplied by the Current Price
divided by the Initial FX Rate for the relevant RO (each as
determined pursuant to such Re-Striking).
	 
	 	 
	 

	 	(5) GSI shall pay to Counterparty an
amount in the Specified
Currency equal to the Notional Amount of the relevant RO times
Current Price.
	 
	 	 
	 

	 	(6) Counterparty shall pay to GSI an
amount in USD equal to the
Notional Amount times (Initial Price plus Initial Haircut
Percentage) divided by Initial FX Rate (each as determined before
such Re-Striking).
	 
	 	 
	 

	 	Items (1) and (2) shall be
netted with respect to all ROs for which
a Re-Striking Date is occurring on such date and (i) if a net
amount
is payable by CIT Barbados to GSI (a “Net Re-Striking Haircut
Addition Amount”), CIT Barbados shall pay such Net Re-Striking
Haircut Addition Amount to GSI and (ii) if a net amount is payable
by GSI to CIT Barbados (a “Net Re-Striking







25

















	 	 	 
	 

	 	Haircut Return Amount”), then
	 
	 	 
	 

	 	(A) on each Re-Striking Date occurring during the
Retained Cash Flow Period, GSI shall retain and credit such Net
Re-Striking Haircut Return
Amount to the Additional Collateralization Amount (each such amount a “Retained
 Net Re-Striking Haircut Return Amount”) and

	 
	 	 
	 

	 	(B) on each Re-Striking Date occurring on or after
the Target Exposure Date, GSI shall pay such Net Re-Striking Haircut
Return Amount to CIT
Barbados, provided that if the calculation of Facility Exposure, taking
into account the RO Haircut Amount for each RO after giving effect to
each Re-Striking occurring on such Re-Striking Date, results in a
Delivery Amount or Return Amount becoming due to GSI by Counterparty,
GSI
shall pay to CIT Barbados only the portion of such amount that exceeds
such Delivery Amount or Return Amount (and with respect to the balance
of such amount shall treat Counterparty as having Transferred on such
date Eligible Credit Support or Posted Credit Support in the form of
Cash with a Value equal to such balance).

	 
	 	 
	 

	 	Items (3), (4), (5) and
(6) shall be netted with respect to all ROs for which a Re-Striking
 Date is occurring on such date and (i) if a net
amount is payable by Counterparty to GSI (a “Net Re-Striking Loss
Amount”), Counterparty shall pay such Net Re-Striking Loss Amount to
 GSI and
(ii) if a net amount is payable by GSI to Counterparty (a “Net
Re-Striking Gain Amount”), then
	 
	 	 
	 

	 	(A) on each Re-Striking Date occurring during the
Retained Cash Flow Period, GSI shall retain and credit such Net
Re-Striking Gain Amount to
the Additional Collateralization Amount (each such amount a “Retained
 Net Re-Striking Gain Amount”)

	 
	 	 
	 

	 	and

	 
	 	 
	 

	 	(B) on each Re-Striking Date occurring on or after
the Target Exposure Date, GSI shall pay such Net Re-Striking Gain Amount
 to Counterparty,
provided that if the calculation of Facility Exposure, taking into
account the Market Related Amount for each RO after giving effect to the
each Re-Striking occurring on such Re-Striking Date, results in a
Delivery Amount or Return Amount becoming due to GSI by Counterparty,
GSI
shall pay to Counterparty only the portion of such amount that exceeds
such Delivery Amount or Return Amount (and with respect to the balance
of such amount shall treat Counterparty as having Transferred on such
date Eligible Credit Support or Posted Credit Support in the form of
Cash with a Value equal to such balance).

	 
	 	 
	 

	 	To the extent a Net Re-Striking Loss
Amount is payable to GSI on the Facility Amendment Date, Counterparty
authorizes GSI, and GSI agrees to
effect such payment by treating an amount of Posted Credit Support in
the form of cash posted by Counterparty under the Credit Support Annex
equal to (i) if the Net Re-Striking Loss Amount exceeds such posted
 cash, the amount of such posted cash or (ii) otherwise, the Net
Re-Striking Loss Amount, in each case, as being transferred on the
Facility Amendment Date as a payment by Counterparty to GSI, with the
effect that only any remaining shortfall amount will then be due from
Counterparty to GSI.






26















	 	 	 
	9. Credit Event
Termination
	 
	 	 
	Credit
 Event

	 	Failure to Pay; provided “Failure
to Pay” shall mean:
	 
	 	 
	 

	 	after the expiration of any applicable
 grace period (however defined under the terms of the RO), the
occurrence of a non-payment of a payment
of interest Scheduled to be Due or principal due on the RO on any date,
in accordance with the terms of such RO at the time of such failure.
The occurrence of a Failure to Pay shall be determined without regard to
 the effect of any provisions of the RO that permit or provide for the
limitation of payments of principal or interest in accordance with the
terms of the RO pursuant to an available funds cap or otherwise, that
provide for the capitalization or deferral of interest on the RO, or
that provide for the extinguishing or reduction of such payments of
principal or interest without a corresponding payment to Holders of the
RO.
	 
	 	 
	 

	 	Bankruptcy (as defined in the Credit
Definitions) of the Reference Entity or any Insurer and/or credit
support provider. For the avoidance of
doubt a “credit support provider” for the foregoing purpose is an
entity, if any, indicated as such in Annex A under the heading
“guarantor or
credit support provider” and does not refer to CIT Group Inc. or CIT
Barbados as “Credit Support Providers” for purposes of the Master
Agreement.
	 
	 	 
	 

	 	"Scheduled to be Due” means in
the case of an interest payment that such interest payment would accrue
during the related calculation period
for the RO using the Reference Obligation Coupon identified in Annex A
on the outstanding principal balance of the RO for such calculation
period, assuming for this purpose that sufficient funds are available
therefor in accordance with the terms of the RO.
	 
	 	 
	Credit
 Event Notice 

Requirement

	 	Notice of a Credit Event from GSI to
Counterparty shall be in the form on an irrevocable notice in writing of
 the occurrence of a Credit
Event. The notice shall:
	 
	 	 
	 

	 	(i) identify the Credit Event in
question and shall contain a description in reasonable detail of the
facts relevant to the determination that
a Credit Event has occurred, and
	 
	 	 
	 

	 	(ii) be accompanied with Publicly
Available Information (as defined in Sections 3.5(a) and
(c) of the Credit Definitions and for such purposes
the Specified Number of Public Sources shall be one and the RO is the
Obligation).
	 
	 	 
	 

	 	A Credit Event Notice shall be subject
 to the requirements regarding notices set forth in Section 1.10 of
 the Credit Definitions (except that
the giving of notice by telephone shall not be permitted) which,
together with the requirements set out above, shall be used to determine
whether a Credit Event Notice is “effective.”
	 
	 	 
	Trustee/Servicer
 Report

	 	Periodic statements or reports
regarding the RO provided to the Holders of the RO by the trustee,
servicer, sub-servicer, master servicer,
fiscal agent, paying agent or other similar entity responsible for
calculating payment amounts or providing reports pursuant to the
underlying
instruments of the RO.






27















	 	 	 
	Defaulted
 Termination 

Date

	 	10 Business Days after the Credit
Event Notification Date.
	 
	 	 
	Defaulted
 Termination 

Event

	 	Upon GSI notifying Counterparty of a
Credit Event in accordance with Credit Event Notice Requirement (“Credit
 Event Notification Date”), the
Transaction will terminate in whole on the Defaulted Termination Date.
	 
	 	 
	10. Breakage Payments
	 
	 	 
	LIBOR
 Breakage Payment 

Date:

	 	The occurrence of a (i) Removal
Date, (ii) Principal Payment Date, (iii) Defaulted Termination
 Date; or (iv) a Re-Striking Date, unless any
such date occurs on either (a) a Floating Rate Period End Date or
(b) the Facility End Date.
	 
	 	 
	LIBOR
 Breakage Payment:

	 	In the event, and only in the event,
that a LIBOR Breakage Payment Date occurs, Counterparty shall pay to GSI
 on each such LIBOR Breakage
Payment Date an amount equal to the LIBOR Breakage Payment Amount (if
positive) for such LIBOR Breakage Payment Date or GSI shall pay to
Counterparty an amount equal to the absolute value of the LIBOR Breakage
 Payment Amount (if negative) for such LIBOR Breakage Payment Date.
	 
	 	 
	LIBOR
 Breakage Payment 

Amount:

	 	With respect to each LIBOR Breakage
Payment Date, an amount calculated by the Calculation Agent according to
 the following formula (the “LIBOR
Breakage Payment Amount”):
	 
	 	 
	 

	 	With respect to a Principal Payment
Date:
	 
	 	 
	 

	 	(L1  — L2) x (D / 360) x Amortized Net
Notional Amount / FX Rate
	 
	 	 
	 

	 	With respect to a Removal Date or
Defaulted Termination Date:
	 
	 	 
	 

	 	(L1  — L2) x (D / 360) x Terminated
Notional Amount x Initial Price / FX Rate
	 
	 	 
	 

	 	With respect to a Re-Striking Date and
 any Net Re-Striking Loss Amount:
	 
	 	 
	 

	 	(L1  — L2) x (D / 360) x Net
Re-Striking Loss Amount
	 
	 	 
	 

	 	Where:  —
	 
	 	 
	 

	 	"L1” equals the current
Floating Rate (excluding the Floating Rate Spread) for the period ending
 on the next succeeding Floating Rate Period
End Date as set on the immediately previous Reset Date.
	 
	 	 
	 

	 	"L2” equals USD-LIBOR-BBA minus
 0.15%, with a Designated Maturity equal to “D” (as defined below) with
the Reset Date being the current LIBOR
Breakage Payment Date; provided, however, that if such Designated
Maturity shall be one week or less, one-week USD-LIBOR-BBA shall be
used.
If such Designated Maturity is longer than one week and there is no
USD-LIBOR-BBA published with such a Designated Maturity, Linear
Interpolation of the next shorter and next longer published Designated
Maturities of USD-LIBOR-BBA shall be used.
	 
	 	 
	 

	 	"D” equals the actual number of
 days remaining in the Calculation Period from, and including, the
current LIBOR Breakage Payment Date to, but
excluding, the next Floating Rate Period End Date.






28















	 	 	 
	11. Definitions
	 
	 	 
	Actual
 Coupon Payments

	 	All payments, including, without
limitation, interest and fees, if any, paid by or on behalf of the
Issuer in respect of an outstanding
principal balance of the applicable RO equal to the Notional Amount to a
 Holder (other than Final Price proceeds or Actual Principal
Repayments).
	 
	 	 
	Actual
 Principal 

Repayments

	 	In respect of any Principal Payment
Date, all payments on such date in respect of the reimbursement of
principal allocable to an outstanding
principal amount of the RO equal to the Notional Amount (as in effect
immediately prior to such Actual Principal Repayment) including, if
applicable to such date, principal payments on the maturity date and
makewhole or premium payments, if any, paid by or on behalf of the
Issuer
to a Holder. In no event shall a First Total Return Termination Payment,
 Second Total Return Termination Payment or a Floating Rate
Termination Payment be payable by either party in connection with an
Actual Principal Repayment.
	 
	 	 
	Additional
 

Collateralization
Amount

	 	On any date of determination after the
 Amendment Trade Date, the aggregate sum of the following amounts
determined on or prior to such date of
determination (but in the case of amounts determined on such date, only
after giving effect to the crediting of the relevant amount):
	 
	 	 
	 

	 	(i) USD 250,000,000 added on the Facility Amendment
Date plus

	 
	 	 
	 

	 	(ii) all Retained Net RO Coupon Amounts for which a
Total Return Coupon Payment Date has occurred, plus

	 
	 	 
	 

	 	(iii) all Retained Haircut Principal Amounts and
Retained RO Principal Gain Amounts for which a Principal Payment Date
has occurred, plus

	 
	 	 
	 

	 	(iv) all Retained Haircut Termination Amounts for
which a Termination Payment Date has occurred, plus

	 
	 	 
	 

	 	(v) all Retained RO Termination Gain Amounts for
which a Termination Payment Date has occurred, plus

	 
	 	 
	 

	 	(vi) without duplication of amounts in (iv) or
(v), all Retained Net Re-Striking Haircut Return Amounts and Retained
Net Re-Striking Gain
Amounts for which a Re-Striking Date has occurred, plus

	 
	 	 
	 

	 	(vii) all Retained CSA Interest Amounts for which the
 Transfer date specified in Paragraph 13 of the Credit Support
Annex has occurred, plus

	 
	 	 
	 

	 	(viii) all Retained Credit Support Amounts for which a
 Valuation Date has occurred.

	 
	 	 
	 

	 	On any date on which an amount is
credited by GSI to the Additional Collateralization Amount (x) in
the case of (i) above, such crediting
shall give rise to a Delivery Amount of USD 250,000,000 applicable to
Counterparty as of the Facility Amendment Date (in addition to any
Delivery Amount applicable to Counterparty on such date as a result of
any Market Related Amount), (y) in the case of (ii)-(vii) above,
Counterparty shall be treated as having Transferred to GSI Eligible
Credit Support in the form of cash in the amount of such credit for






29















	 	 	 
	 

	 	purposes of the Credit Support Annex
and GSI shall hold such amount as Posted Credit Support and (z) in
the case of (viii) above, GSI shall
continue to hold the relevant Retained Credit Support Amount as Posted
Credit Support.
	 
	 	 
	Final
 Price

	 	(1) With respect to a Termination
 Payment Date other than where Bid Disqualification Condition item
(iii) below would apply, the price
(expressed as a percentage) determined three Business Days prior to the
scheduled Termination Payment Date (the “Counterparty Bidding Date”)
o
 the basis of the firm bids, including accrued interest, (each a “Firm
 Bid”) for a principal amount of the RO equal to the Terminated
Notional Amount, for settlement on the scheduled Termination Payment
Date, obtained by the Calculation Agent on such Counterparty Bidding
Date
from Counterparty or Counterparty’s designee, where (i) the
Calculation Agent will give Counterparty notice of the Counterparty
Bidding Date
(unless the Termination Payment Date arises from a Removal Date notified
 by Counterparty or a Credit Event Notification Date) of its intention
to obtain Firm Bids pursuant to this provision and the applicable
deadline time for submission of a bid and (ii) Counterparty may,
but shall
not be obligated to, provide a Firm Bid or procure a Firm Bid from an
unaffiliated third party designated by Counterparty; provided, however,
that (A) if no Firm Bid is obtained for any portion of the entire
Terminated Notional Amount of the RO by the deadline time on the
Counterparty Bidding Date, then the Termination Payment Date shall be
postponed to the Business Day following the originally scheduled
Termination Payment Date and (B) if the party providing the Firm
Bid on the Counterparty Bidding Date fails to perform its obligation to
make
payment for the Terminated Notional Amount based on such Firm Bid on the
 scheduled Termination Payment Date, the Termination Payment Date
shall be postponed to the fourth Business Day following the originally
scheduled Termination Payment Date.
	 
	 	 
	 

	 	(2) With respect to a Termination
Payment Date where (x) Bid Disqualification item (iii) below
would apply or (y) the proviso in (1)(A) above
applies or (z) the proviso in (1)(B) above applies, the price
(expressed as a percentage) determined three Business Days prior to the
scheduled Termination Payment Date (in the case of (x)) or the postponed
 Termination Payment Date (in the case of (y) or (z)), as
applicable
(the “Alternative Bidding Date”) on the basis of the highest of
the Firm Bids for a principal amount of the RO equal to the Terminated
Notional Amount, for settlement on the Termination Payment Date,
obtained by the Calculation Agent on such Alternative Bidding Date;
where (i)
the Calculation Agent shall attempt to obtain a Firm Bid for the
Terminated Notional Amount of the RO from one or more Independent
Dealers,
(ii) except in the case of an Alternative Bidding Date occurring
due to the failure of the party providing the Firm Bid on the
Counterparty
Bidding Date to perform its obligation to make payment for the
Terminated Notional Amount as described in (1)(B) above (aa) the
Calculation
Agent will give Counterparty notice of its intention to obtain Firm Bids
 pursuant to this provision and the applicable deadline time for
submission of bids and (bb) Counterparty may, but shall not be
obligated to, provide a Firm Bid or procure a Firm Bid from an
unaffiliated
third party designated by Counterparty and (iv) if no Firm Bid is
obtained for any portion of the entire Terminated Notional Amount of the
Reference Obligation by the deadline time on the Bidding Date, then the
Final Price for such portion shall be deemed to be zero per cent.
	 
	 	 
	 

	 	Notwithstanding the foregoing, the
Calculation Agent shall be entitled to







30

















	 	 	 
	 

	 	disregard as invalid any Firm Bid
submitted by any third party if, in the Calculation Agent’s commercially
 reasonable judgment,
	 
	 	 
	 

	 	(i)  either (x) such third party is
ineligible to accept assignment or transfer of the relevant RO or
portion thereof, as applicable,
substantially in accordance with the then-current market practice in the
 principal market for the RO, as reasonably determined by the
Calculation Agent, or (y) such third party would not, through the
exercise of its commercially reasonable efforts, be able to obtain any
consent required under any agreement or instrument governing or
otherwise relating to the RO to the assignment or transfer of the RO or
portion thereof, as applicable, to it;

	 
	 	 
	 

	 	(ii)  such Firm Bid is not bona fide,
including, without limitation, due to (x) the insolvency of the
bidder or (y) the inability, failure or
refusal of the bidder to settle the purchase of the RO or portion
thereof, as applicable, or otherwise settle transactions in the relevant
market or perform its obligations generally; or

	 
	 	 
	 

	 	(iii)  in connection with any Firm Bid
procured by Counterparty on any Counterparty Originated Asset (as
defined below), Counterparty is in
breach of the Indemnity Letter provided in connection with addition of
such RO or any other Potential Event of Default or Event of Default has
occurred and is continuing in relation to Counterparty.

	 
	 	 
	 

	 	(each of (i), (ii) or
(iii) a “Bid Disqualification Condition”).
	 
	 	 
	Holder

	 	A holder of a nominal amount of the RO
 equal to the Notional Amount
	 
	 	 
	Terminated
 Notional 

Amount

	 	In respect of each Termination Payment
 Date (i) in the case of a Termination Payment Date arising other
than from a Removal Date, the current
Notional Amount in full and (ii) in the case of a Termination
Payment Date arising from a Removal Date, the portion of the Notional
Amount
designated for removal by Counterparty in connection with such Removal
Date.
	 
	 	 
	Transaction
 

Termination Date

	 	As specified in Annex A.
	 
	 	 
	12.
 Other Terms
	 	 
	 
	 	 
	Collateral

	 	Credit Support Annex; provided that,
the component of a party’s Exposure attributable to this Facility and
each Transaction hereunder will be
the Facility Exposure as determined below.
	 
	 	 
	 

	 	“Market Related
Amount” means  [(Initial Price divided by FX Rate) minus
([Current Price minus Haircut Percentage] divided by
 Current FX Rate)]
times Notional Amount plus Accrued Floating Amount.
	 
	 	 
	 

	 	“Accrued Floating Amount” means
 the Floating Rate Payment accrued from (and including) the previous
Floating Rate Period End Date to (but
excluding) the date of calculation.
	 
	 	 
	 

	 	“Facility Exposure” means, as
of any date of determination (i) on or after the Amendment Trade
Date but prior to the Target Exposure Date, the
Ramp Up






31















	 	 	 
	 

	 	Advance Rate Exposure and (ii) on
 or after the Target Exposure Date, the Target Advance Rate Exposure.
	 
	 	 
	 

	 	“Ramp Up Advance Rate Exposure”
 means on any date of determination
	 
	 	 
	 

	 	     (a) the sum of
the Market Related Amounts calculated for each RO in the Portfolio as of
 such date of determination plus

	 
	 	 
	 

	 	     (b) the
Additional Collateralization Amount as of such date of determination
(after giving effect to any credits thereto occurring on such
date).

	 
	 	 
	 

	 	“Target Advance Rate Exposure”
means on any date of determination
	 
	 	 
	 

	 	     (a) the sum of
the Market Related Amounts calculated for each RO in the Portfolio as of
 such date of determination plus

	 
	 	 
	 

	 	     (b) (i) 75%
times (ii) the Present Value Facility Fee as of such date of
determination plus

	 
	 	 
	 

	 	     (c) the greater
of (x) zero and (y) (A) 25.5% times the Present Value Facility
 Fee as of such date of determination minus (B) the
aggregate of
the RO Haircut Amounts as of such date of determination for each RO
included in the Facility on such date.

	 
	 	 
	 

	 	“Target Exposure Date” means,
except as provided under “Designation of Target Exposure Date,” a date
designated as such by either party by
three Business Days’ prior written notice to the other, provided that
such notice is given on or after the first date after the Facility
Amendment Date on which the Net Target Advance Rate Exposure is zero or
less.
	 
	 	 
	 

	 	“Net Target Advance Rate Exposure”
 means on any date of determination (A) (i) 75% times (ii) the
 Present Value Facility Fee as of such date of
determination minus (B) the Additional Collateralization Amount as
of such date of determination (after giving effect to any credits to the
Additional Collateralization Amount occurring on such date).
	 
	 	 
	 

	 	“Retained Cash Flow Period”
means the period on or after the Amendment Trade Date but prior to the
Target Exposure Date.
	 
	 	 
	 

	 	“RO Haircut Amount” means for
each RO and on any date of determination, the product of
(A) Notional Amount times (B) Haircut Percentage
divided by (C) Current FX Rate.
	 
	 	 
	 

	 	“Current Price” means the bid
side market value of the RO (expressed as percentage of principal
balance) as determined by Calculation Agent in
its sole and absolute discretion. The parties are entitled to assume
that there has been no change in the Current Price, and rely on the
preceding notification, until such time as a new Current Price is
notified to the parties by the Calculation Agent.
	 
	 	 
	 

	 	If the Facility Exposure is a positive
 number, then such amount shall be deemed to be a positive Settlement
Amount for the purposes of
determining GSI’s Exposure in respect of the Transactions and a negative
 Settlement Amount for the purposes of determining Counterparty’s
Exposure in respect of the Transactions.






32















	 	 	 
	 
	 	 
	 

	 	If the Facility Exposure is a negative
 number, then such amount shall be deemed to be a negative Settlement
Amount for purposes of determining
GSI’s Exposure in respect of the Transactions and positive Settlement
Amount for the purposes of determining Counterparty’s Exposure in
respect of the Transactions; provided, however, that in the event that
the Facility Exposure is a negative amount which exceeds the Available
Maximum Aggregate Notional Amount, then the foregoing provisions of this
 paragraph shall not apply and the Available Maximum Aggregate
Notional Amount shall be deemed to be a negative Settlement Amount for
purposes of determining GSI’s Exposure in respect of all of the
Reference Obligations in the Portfolio and positive Settlement Amount
for the purposes of determining Counterparty’s Exposure in respect of
all of the Reference Obligations in the Portfolio.
	 
	 	 
	 

	 	“Available Maximum
Aggregate Notional Amount” means, on any date, Maximum
Aggregate Notional Amount minus Aggregate Notional Amount.
	 
	 	 
	 

	 	Notwithstanding the provisions of the
Credit Support Annex:
	 
	 	 
	 

	 	     (i) on any
Valuation Date during the Retained Cash Flow Period which is also a
Principal Payment Date or Termination Payment Date on which an
Actual Principal Payment or Terminated Notional Amount has been
determined in relation to an RO, Posted Credit Support having a Value
equal to
the greater of zero and

	 
	 	 
	 

	 	     (A) any positive
 Market Related Amount in relation to such RO on the immediately
preceding Valuation Date, based on the Notional Amount prior
to giving effect to the relevant Actual Principal Payment or
Terminated Notional Amount minus

	 
	 	 
	 

	 	     (B) any positive
 Market Related Amount in relation to such RO on such Valuation Date,
based on the Notional Amount after giving effect to the
relevant Actual Principal Payment or Terminated Notional Amount (and if
the Market Related Amount on such Valuation Date is negative or zero,
the amount in this clause (B) is zero),

	 
	 	 
	 

	 	     shall be retained by
GSI and credited to the Additional Collateralization Amount (each such
amount a “Retained Credit Support Amount”), and
any corresponding Delivery Amount or Return Amount applicable to GSI
shall be reduced accordingly;

	 
	 	 
	 

	 	     (ii) on any date
 during the Retained Cash Flow Period any Interest Amount otherwise
payable under Paragraph 6(d)(ii) of the Credit Support
Annex shall be retained by GSI and credited to the Additional
Collateralization Amount (any such amount a “Retained CSA Interest
Amount”); and

	 
	 	 
	 

	 	      (iii) on any
date on which the aggregate of the RO Haircut Amounts does not exceed
the Minimum Transfer Amount applicable to Delivery Amounts
by Counterparty under the Credit Support Annex, the Minimum Transfer
Amount applicable to Delivery Amounts by Counterparty shall be zero.

	 
	 	 
	 

	 	For the avoidance of doubt,
(i) the provisions in this Confirmation providing for






33















	 	 	 
	 
	 	 
	 

	 	GSI to retain and credit certain
amounts to the Additional
Collateralization Amount are in addition to and without limitation of
GSI’s right to retain and apply any net payments owed to Counterparty
under the Master Agreement or this Facility on any date to any Delivery
Amount actually applicable to Counterparty under the Credit Support
Annex on such date and (ii) the Transfer of Eligible Credit Support
 arising from any one or more credits to the Additional
Collateralization
Amount on any date is in addition to and not in limitation of any
Delivery Amount applicable to Counterparty under the Credit Support
Annex on
the same date by virtue of the calculation of Exposure prior to such
Transfer.
	 
	 	 
	 

	 	In the event that GSI receives written
 notice from Counterparty that Counterparty, acting in a commercially
reasonable manner, disputes the
Current Price as determined above (a “Dispute Notice”),
(i) the Current Price on the relevant date shall be the Current
Price determined by
the Calculation Agent; and (ii) Counterparty shall be entitled to
obtain an Independent Price on the Business Day following the date on
which
Counterparty satisfies its obligation to Transfer Eligible Credit
Support pursuant to Paragraph 3(a) of the Credit Support Annex.
	 
	 	 
	 

	 	If Counterparty obtains an Independent
 Price on the Business Day following the date on which it satisfies its
obligation pursuant to Paragraph
3(a) of the Credit Support Annex, the Current Price on such Business Day
 shall be the Independent Price so obtained, provided, however, that
if GSI reasonably believes, acting in good faith and in a commercially
reasonable manner, that such Independent Price does not reflect the
market value of the RO, GSI shall notify Counterparty and (i) the
Current Price on the relevant date shall be the Current Price determined
 by
the Calculation Agent; and (ii) Counterparty shall on the next
Business Day obtain a firm bid for the Notional Amount from at least one
Independent Dealer (an “Independent Bid”) and the Current Price
on such Business Day shall be such Independent Bid (subject to any Bid
Disqualification Condition).
	 
	 	 
	 

	 	If Counterparty does not obtain an
Independent Price on the next Business Day following a Dispute Notice,
or does not obtain an Independent
Bid on request by GSI, the Current Price on such Business Day shall be
the market bid price of the RO as determined by Calculation Agent as of
the date of such calculation.
	 
	 	 
	Exposure
 if Facility
Amendment Date Fails
to Occur

	 	For the avoidance of doubt, in the
event that the Facility Amendment Date does not occur pursuant to the
“Conditions to Facility Amendment
Date Effectiveness” set forth above, Exposure will be calculated
pursuant to the terms of the Original Facility, such that any amounts
credited to the Additional Collateralization Amount under
(ii) through (viii) of the definition thereof will no longer
be included in the
Exposure of GSI to Counterparty for purposes of the Credit Support
Annex.
	 
	 	 
	Independent
 Price

	 	The Independent Price shall be on any
date of determination the average of the market bid prices, including
accrued interest, relating to a
principal amount of the Reference Obligation equal to the Notional
Amount (the “Quote Size”) provided by at least two Independent
Dealers
nominated by Counterparty; provided that if at least two bids are not
available, then only one bid may be used, and if no bids are available,
then the Current Price on such Business Day shall be the market bid
price of the RO as determined by Calculation Agent as of the date of
such
calculation.






34















	 	 	 
	 

	 	“Independent Dealers” means
Bank of America, Bank of New York, Barclays Capital, BNP Paribas,
Citigroup, Credit Suisse, Deutsche Bank,
JPMorgan, Morgan Stanley, Royal Bank of Scotland, UBS, Wachovia, Wells
Fargo, the lead arrangers or underwriters in respect of the RO, any
Affiliate or successor of any of the foregoing and any other
unaffiliated third party designated by Counterparty and agreed to by
GSI.
	 
	 	 
	Designation
 of Target
Exposure Date

	 	Upon the reasonable request of
Counterparty from time to time, GSI shall include in any valuation or
exposure statement in relation to the
Facility that GSI may otherwise provide to Counterparty a calculation of
 the Additional Collateralization Amount. If on the basis of receipt
of such calculations or otherwise Counterparty concludes in good faith
that the Net Target Advance Rate Exposure is zero or less, Counterparty
may by written notice to GSI request GSI to designate the Target
Exposure Date (a “Target Exposure Date Request”). Within two
Business Days
of receiving such Target Exposure Date Request from Counterparty, GSI
shall by written notice to Counterparty, (i) advise Counterparty of
GSI’s determination as to whether the Net Target Advance Rate Exposure
is zero or less on the date of such notice and (ii) if GSI has
advised
that the Net Target Advance Rate Exposure is zero or less, the second
Business Day following such notice shall be the Target Exposure Date.
If after receiving a Target Exposure Date Request from Counterparty, GSI
 advises Counterparty that GSI has determined that the Net Target
Advance Rate Exposure is greater than zero, and Counterparty delivers
GSI a notice disputing such determination, Counterparty and GSI shall
consult with each other in good faith to resolve such dispute. Other
than in accordance with these procedures, GSI shall not be responsible
for ensuring that the Target Exposure Date has been designated when the
Net Target Advance Rate Exposure is zero or less.
	 
	 	 
	Payments
 on Early 

Termination

	 	Notwithstanding anything to the
contrary in the Master Agreement, upon the occurrence of an Early
Termination Date in respect of any
Transaction hereunder or under the Facility, then the Loss of the
parties in respect of each Transaction shall be determined for such
Transaction as equal to the Market Related Amount in relation thereto;
where if the Market Related Amount is a negative number, then such
amount shall be deemed to be a positive Loss of Counterparty and a
negative Loss of GSI in respect of the relevant Transaction and if the
Market Related Amount is a positive number, then such amount shall be
deemed to be a negative Loss of Counterparty and a positive Loss of GSI
in respect of the relevant Transaction; provided, however, that for
purposes of determination of Loss (i) the reference in the
definition of
Market Related Amount to “Current Price” shall be deemed to be a
reference to “Final Price,” (ii) the second Business Day following
the Early
Termination Date shall be treated as the Termination Payment Date solely
 for purposes of the definition of “Final Price” and (iii) for the
avoidance of doubt, the provisions set forth under “Collateral” (other
than the definitions of Market Related Amount and Accrued Floating
Amount) shall not apply.
	 
	 	 
	 

	 	In addition to the payments set out
above, so long as GSI is not the Defaulting Party or the sole Affected
Party, upon the occurrence of an
Early Termination Date in respect of any Transaction hereunder or under
the Facility, an amount equal to the Unpaid Fee Notional Amount as of
such Early Termination Date







35

















	 	 	 
	 

	 	shall be deemed to be an additional
positive Loss of
GSI payable to GSI on such Early Termination Date. The parties agree
that the Unpaid Fee
Notional Amount represents a reasonable pre-estimate of GSI’s loss
resulting from the
occurrence of an Early Termination Date in respect of any Transaction
hereunder or under the
Facility and not a penalty.
	 
	 	 
	 

	 	“Accrued Facility Fee” shall
mean, as of any date of determination, any accrued but unpaid
Facility Fee as at that date.
	 
	 	 
	 

	 	“Unpaid Fee Notional Amount”
means in relation to any Early Termination Date the aggregate of
(i) the Accrued Facility Fee, (ii) the Present Value Facility
Fee and (iii) any unpaid
Termination Fee as of such Early Termination Date.
	 
	 	 
	 

	 	“Present Value Facility Fee”
shall mean, as of any date of determination, the present value
(as determined by the Calculation Agent) of the Facility Fee which would
 accrue from (and
including) that date to (and including) the date falling 20 years
after the Facility
Commencement Date, assuming no Optional Termination Date were to occur
and discounting each
scheduled Facility Fee amount from the relevant scheduled Facility Fee
Payment Date based on
the value of “USD-ISDA-Swap Rate” for a maturity equal to the period of
time from the date of
determination to such scheduled Facility Fee Payment Date, as determined
 by the Calculation
Agent.
	 
	 	 
	RO
 Conversion

	 	If the RO or any portion thereof is
irreversibly converted or exchanged into or for any
securities, obligations or other assets or property (“Exchange
Consideration”), or any
payment on the RO is paid in the form of any Exchange Consideration that
 is not cash,
thereafter such Exchange Consideration will constitute the RO or portion
 thereof and the
Calculation Agent shall in good faith adjust the terms of the related
Transaction as the
Calculation Agent determines appropriate to preserve the theoretical
value of such
Transaction to the parties immediately prior to such exchange or, if
such exchange results in
a change in value, the proportionate post-exchange value, and determine
the effective date of
such adjustments; provided, however, that if the Calculation Agent shall
 determine in good
faith that it is not possible to make such revisions, a Removal Date
shall be deemed to occur
in relation to such RO and the Transaction related to such RO shall be
terminated.
	 
	 	 
	Indemnity
 Letter 

Cross Default

	 	For the avoidance of doubt, any
failure of the Counterparty or any other party having
obligations under an Indemnity Letter (other than GSI) to comply with
its obligations
thereunder shall constitute a Potential Event of Default and, if not
cured within the time
period specified in the Schedule, an Event of Default, under
Section 5(a)(ii) of the Master
Agreement, with Counterparty as the Defaulting Party.
	 
	 	 
	TRS
 Conflicting 

Indebtedness

	 	It shall constitute an Event of
Default under Section 5(a)(ii) of the Master Agreement, with
Counterparty as the Defaulting Party, and without provision for cure, if
 the documentation in
relation to the Series A Notes contemplated by the Exchange Offer
and Plan of Reorganization
or any other secured indebtedness of Counterparty or any Credit Support
Provider from time to
time (“Other Secured Indebtedness”) contains any representation,
warranty, affirmative or






36















	 	 	 
	 

	 	negative covenant obligation or event
of default (in each case including, without limitation,
relating to restrictions on liens or indebtedness) applicable to
Counterparty or any Credit
Support Provider that both (i) would be violated or breached by the
 incurrence of or
performance by Counterparty or any Credit Support Provider of its
obligations under the
Master Agreement or this Facility or would conflict with the liens
granted to GSI hereunder
but for a TRS Lien Exception and (ii) fails to provide for a TRS
Lien Exception (such Other
Secured Indebtedness in such circumstance, “TRS Conflicting
Indebtedness”).
	 
	 	 
	Amended
 and Restated
Guaranty Provisions

	 	On or after the Facility Amendment
Date, any references in the Master Agreement or herein to
the Credit Support Document provided by CIT Group Inc. shall refer to
the Amended and
Restated Guaranty dated as of the Facility Amendment Date (the “Amended
 CIT Group Guaranty”).
	 
	 	 
	 

	 	Any failure by CIT Group Inc. to
comply with the provisions of the second subparagraph of
Paragraph 10 of the Amended CIT Group Guaranty shall be deemed to
constitute an Event of
Default under Section 5(a)(viii) (Merger Without Assumption) of the
 Master Agreement.
	 
	 	 
	Rating
 Agency Reports

	 	With respect to each Counterparty
Originated Asset, the servicer that is a party to the
Indemnity Letter has agreed under the Indemnity Letter (and with respect
 to each other RO,
Counterparty agrees) (a) to be responsible for and shall pay or
arrange for payment of the
annual fees of Moody’s and S&P and other costs of maintaining the
rating of each RO as a
monitored rating during the term of the Facility and (b) to deliver
 to GSI promptly from time
to time any S&P, Moody’s and Fitch reports regarding any ROs that
are available to holders of
the RO or to Counterparty or its Affiliates in any capacity as
originator, servicer,
administrator, manager or otherwise in connection with any Reference
Entity or RO (“Rating
Agency Reports”).






37















	 	 	 
	Special
 Reference 

Obligation 

Termination Events

	 	In the event that


(i) any of Counterparty or its Affiliates or the Reference Entity
fails to comply with any of
the covenants or operating procedures assumed or specified to be
performed by such parties in
a True Sale and Nonconsolidation Opinion as a premise for such opinion,
and such failure is
not cured within the cure period applicable to a Potential Event of
Default under Section
5(a)(ii) of the Schedule;
	 
	 	 
	 

	 	(ii) a change in law (including
application or interpretation of existing law) results in a
True Sale and Nonconsolidation Opinion becoming invalid under current
law as reasonably
demonstrated by GSI, and an updated True Sale and Nonconsolidation
Opinion taking account of
such change in law and otherwise satisfactory to GSI is not delivered to
 GSI within 30 days
of GSI’s request therefor;
	 
	 	 
	 

	 	(iii) a change in law (including
application or interpretation of law) would render a
Transaction under this Facility no longer to be subject to termination,
netting and closeout
without restriction from any automatic stay or similar restriction in an
 insolvency
proceeding under Canadian or U.S. law, as reasonably demonstrated by
GSI;
	 
	 	 
	 

	 	(iv) the rating of the RO ceases to be
 a monitored rating subject to periodic update by the
relevant agency;
	 
	 	 
	 

	 	(v) payments of interest in relation
to the RO become subject to withholding tax under
applicable law (unless fully compensated under a customary gross-up
provision); or
	 
	 	 
	 

	 	(vi) a Qualifying [*]-Rated RO ceases
to satisfy clause (ii) of the definition thereof, unless
such RO would be eligible to be included in one of the categories
identified in clause (xv)
a., b. or d. of the definition of Eligible RO and adding such RO to such
 category would not
cause the Portfolio to violate any of the limits set forth in such
clause (xv) a., b. or d.;
	 
	 	 
	 

	 	then GSI may designate a Removal Date
in respect of the relevant RO or Transaction.
	 
	 	 
	Governing
 Law

	 	This Confirmation and each Transaction
 documented hereby will be governed by, and construed
and enforced in accordance with, the law of the State of New York
(without reference to its
choice of law doctrine).
	 
	 	 
	13.
 Payment Details
	 	 
	 
	 	 
	Payments
 to GSI

	 	In accordance with GSI’s written
instructions as set forth below or as
otherwise delivered to Counterparty.
	 
	 	 
	GSI
 Payment Details

	 	Name of Bank: Citibank, N.A. New York
	 

	 	Account No.: 4061 6408






 





			
	*	 	Confidential treatment has been requested and the redacted
material has been filed separately with the Securities and Exchange
Commission.



38















	 	 	 
	 

	 	Fed. ABA No.: 021000089
	 
	 	 
	GSI
 Inquiries and Notices

	 	Goldman Sachs International
	 

	 	Attention: Credit Derivatives Middle
Office
	 

	 	Tel: 1 212 357 0167
	 

	 	Fax: 1 212 428 9189
	 
	 	 
	 

	 	With a copy to:
	 
	 	 
	 

	 	Email:
gs-sctabs-reporting@ny.email.gs.com
	 

	 	Fax: +1 212 428 3697
	 
	 	 
	 

	 	All correspondence shall include the
GS Reference Number: SDB925241547Y.
	 
	 	 
	Payments
 to Counterparty

	 	In accordance with Counterparty’s
written instructions as set forth below
or otherwise delivered to GSI. GSI shall make no payments without having
received (i) such written instructions and (ii) a fully
executed facsimile
copy of this Confirmation or other written acceptance of the terms
hereof.
	 
	 	 
	Counterparty
 Payment Details

	 	In accordance with Counterparty’s
written instructions as delivered to GSI.
	 
	 	 
	Payments
 to CIT Barbados

	 	In accordance with CIT Barbados’
written instructions as set forth below
or otherwise delivered to GSI. GSI shall make no payments without having
received (i) such written instructions and (ii) a fully
executed facsimile
copy of this Confirmation or other written acceptance of the terms
hereof.
	 
	 	 
	CIT
 Barbados Payment Details

	 	In accordance with CIT Barbados’
written instructions as delivered to GSI.






14.
Additional Acknowledgement and Agreements:



(a) Counterparty
 hereby represents to and acknowledges and agrees with GSI that:



(i)
(w) without limitation of Section 9.1 of the Credit
Derivatives Definitions, neither GSI nor
any of its Affiliates shall be under any obligation to hedge the
Transaction or to own or hold the
Reference Obligation or any securities of the Reference Entity or its
Affiliates, directly or
indirectly, as a result of any Transaction, and GSI and its Affiliates
may establish, maintain,
modify, terminate or re-establish any hedge position or any methodology
for hedging at any time
without regard to Counterparty;




     (x) Counterparty
 is not relying on any representation, warranty or statement by GSI or
any of
its Affiliates as to whether, at what times, in what manner or by what
method GSI or any of its
Affiliates may engage in any hedging activities;



     (y) if
 GSI does hedge the Transaction or GSI or any hedge counterparty does
own or hold the
Reference Obligation, directly or indirectly, as a result of any
Transaction, GSI and its
Affiliates and any such hedge counterparty may act with respect to such
Reference Obligation and
any other securities of the Reference Entity or its Affiliates in the
same manner as if the
Transaction did not exist and may originate, purchase, sell, hold or
trade, and may exercise or
fail to exercise voting, consensual, amendment or remedial rights in
respect of the Reference
Obligations or other obligations, securities or financial instruments
of, issued by or linked to
the
Reference Entity or its Affiliates in their sole and absolute
discretion, regardless of whether any
such action




39
















might have
an adverse effect on the Reference Entity, the value of the Reference
Obligation or the position of the Counterparty to this Transaction or
otherwise; and




     (z) it
 has consulted with its own tax advisors to the extent that it has
deemed necessary, and
it has made its own decisions regarding entering into this Facility and
each Transaction based upon
its own judgment and upon any advice from such advisors as it has deemed
 necessary and not upon any
view expressed by GSI or any of its Affiliates or agents.


(ii) The
 Facility comprises a series of derivative Transactions and no such
Transaction is intended
by the parties to be a loan, nor is GSI required to provide a bid at any
 time in relation to any
RO;



(iii) The
 fair value of the assets of the Counterparty will exceed the debt and
liabilities,
subordinated, contingent and otherwise of the Counterparty and
Counterparty will not have
unreasonably small capital with which to conduct the business in which
it is engaged as such
business is now conducted and is proposed to be conducted.



(b) each
 party acknowledges and agrees that:



(i)
(A) the Master Agreement and each Transaction entered into under
this Confirmation is a “swap
agreement” and/or a “securities contract” within the meaning given to
such term under Section
101(53B) of the United States Bankruptcy Code of 1978, as amended (the “Bankruptcy
 Code”); (B) it
is a “swap participant” within the meaning given to such term under
Section 101(53C) of the
Bankruptcy Code and (C) all Transactions entered into hereunder
will constitute “eligible financial
contracts” for purposes of the Bankruptcy and Insolvency Act (Canada),
the Companies’ Creditors
Arrangement Act (Canada) and the Winding Up and Restructuring Act
(Canada);



(ii) Unless
 identified as an underwriter or arranger in an offering document
relating to an RO, GSI
and its Affiliates have played no role in structuring or arranging for
the issuance of any RO or in
negotiating or establishing the terms of such RO. Whether or not GSI or
its Affiliates are
identified as an underwriter or arranger in an offering document
relating to an RO, any and all
information that may be provided by GSI to Counterparty hereunder with
respect to any RO is not
being furnished by GSI in the capacity of an underwriter or dealer of
the RO in connection with
this Transaction and GSI accepts no responsibility or liability
therefor.



(iii) The
 contents of this Confirmation and the other agreements relating to the
Facility are
confidential and shall not be disclosed to any third party, and neither
party shall make any public
announcement relating to this Facility without consent of the other
party; except that disclosure
of this Confirmation and the terms of the Facility is permitted
(A) where required or appropriate
in response to any summons, subpoena, or otherwise in connection with
any litigation or regulatory
inquiry or to comply with any applicable law, order, regulation, ruling,
 or disclosure requirement,
including without limitation, any requirement of any regulatory body or
stock exchange where the
shares of such disclosing party are listed, as determined by the
disclosing party in good faith
following consultation with the other party hereto, (B) to
officers, directors, employees,
attorneys and advisors of the parties or their affiliates who are
subject to a duty of
confidentiality to the disclosing party or such affiliate, (C) to
rating agencies and (D) where the
information has otherwise become public (other than as a result of a
breach of this subparagraph
(b)(iii)). Notwithstanding the foregoing or any other provision in this
Confirmation or any other
document, GSI and Counterparty (and each employee, representative, or
other agent of GSI or
Counterparty) may each disclose to any and all persons, without
limitation of any kind, the U.S.
tax treatment and U.S. tax structure of the transaction and all
materials of any kind (including
opinions or other tax analyses) that are provided to them relating to
such U.S. tax treatment and
U.S. tax structure (as those terms are used in Treasury Regulations
under Sections 6011, 6111 and
6112 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”)),
 other than any
information for which nondisclosure is reasonably necessary in order to
comply with applicable
securities laws. Without limitation of (iii)(A) above, Counterparty
agrees (A) to arrange for CIT
Group Inc. promptly to make disclosure of the terms of this Confirmation
 and the Facility in a
filing on Form 8-K pursuant
to the reporting provisions of the Securities Exchange Act of 1934, as
amended (the





40

















“Exchange
 Act”) and as otherwise required under the provisions of the
Exchange Act, (B) to
afford GSI a reasonable opportunity to review the form of such
disclosure in advance, consistent
with the performance by CIT Group Inc. of its obligations referred to in
 (A), and (C) to cooperate
in good faith with any reasonable request by GSI to seek confidential
treatment from the Securities
and Exchange Commission for specific provisions of this Confirmation,
provided however, GSI shall
pay all reasonable fees (including reasonable legal fees) incurred in
connection with such request.



(iv) as
 of the Effective Date and so long as either party has or may have any
obligation under
any Transaction, it is not and will not be an “employee benefit plan”
(as defined in Section 3(3)
of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)),
 subject to Title I
of ERISA, a “plan” (as defined in Section 4975(e) of the Code), subject
to Section 4975 of the Code
or an entity whose underlying assets include the assets of any such plan
 by reason of 29 CFR
2510.3-101, Section 3(42) of ERISA or otherwise.



(c) CIT
 Barbados shall be an express third party beneficiary of the provisions
of this Facility
specifying payment obligations to CIT Barbados, provided that such
payment obligations shall be
subject to reduction and setoff on any date in respect of amounts due
and unpaid by Counterparty
hereunder.



(d) The
 parties agree to amend the definition of “Indemnifiable Tax” by adding
the following to
the end of the definition:



“Notwithstanding
 the foregoing, any Tax imposed by reason of a payment deemed made or
received
between Counterparty and an affiliate thereof, or between affiliates of
Counterparty, by reason of
this Facility or a Transaction hereunder, and related transactions,
shall be treated as (i) an
Indemnifiable Tax on a payment under this Agreement in the case of
payments made by Counterparty or
its affiliates to GSI and (ii) a Tax on a payment under this
Agreement which is not an
Indemnifiable Tax in the case of payments made by GSI to Counterparty or
 its affiliates.”




41

















15.
Agreement as to Confirmation:



Counterparty
 hereby agrees (a) to check this Confirmation (Reference No
SDB925241547Y) carefully
and immediately upon receipt so that errors or discrepancies can be
promptly identified and
rectified and (b) to confirm that the foregoing correctly sets
forth the terms of the agreement
between GSI and Counterparty with respect to the Transactions to which
this Confirmation relates,
by manually signing this Confirmation and providing the other
information requested herein and
immediately returning an executed copy to Swap Administration, Goldman
Sachs International,
facsimile No +1 212 428 9189).




42














	 	 	 
	


	 	Goldman Sachs International |
Peterborough Court |133 Fleet Street | London EC4A 2BB | Tel 0207 774
1000

Registered in England no. 226395. Registered Office as above.
Authorised and regulated by the Financial Services Authority





GSI is very
pleased to have executed this Transaction (Reference
No. SDB925241547Y) with
Counterparty.




	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 	 	GOLDMAN SACHS
INTERNATIONAL	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Joseph J. McNeila
 

Joseph J. McNeila
	 	 
	 

	 	Title:
	 	Managing Director	 	 






	 	 	 	 	 
	Agreed To And Accepted By:	 	 
	CIT FINANCIAL LTD.	 	 
	By:

	 	                        /s/
 Usama Ashraf
 

	 	 
	 

	 	Name:   Usama Ashraf	 	 
	 

	 	Title:  Senior Vice
President	 	 






43




















Annex A




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Offering	 	 	 	 	 	Floating	 	 	 	 
	 	 	 	 	 	 	Guarantor	 	 	 	 	 	 	 	 	 	 	 	 	 	Price	 	 	 	 	 	Rate	 	 	 	 
	 	 	 	 	 	 	or credit	 	 	 	 	 	 	 	Transaction	 	Initial	 	Par	 	(including	 	 	 	Reference	 	Period	 	 	 	Initial
	Transaction	 	Reference	 	Reference	 	support	 	Insurer,	 	Specified	 	Effective	 	Termination	 	Notional	 	Amount at	 	accrued	 	Initial	 	Obligation	 	End	 	CUSIP/	 	Haircut
	Number	 	Obligation	 	Entity	 	provider	 	if any	 	Currency	 	Date	 	Date	 	Amount	 	Issuance	 	interest)	 	Price	 	Coupon	 	Dates	 	ISIN	 	Percentage
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 






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