Edgar Filing: CIT Group/Equity Investments, Inc.

/s/ Linda M. Seufert

Name: Linda M. Seufert

tv3za

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form T-3/A

(Amendment No. 2)

FOR APPLICATION FOR QUALIFICATION OF INDENTURE
UNDER THE TRUST INDENTURE ACT OF 1939

CIT Group Inc.

CIT Group Funding Company of Delaware LLC

(Issuers)

Baffin Shipping Co., Inc.
C.I.T. Leasing Corporation
Capita Colombia Holdings Corp.
Capita Corporation
Capita International L.L.C.
Capita Premium Corporation
CIT Capital USA Inc.
CIT China 12, Inc.
CIT China 13, Inc.
CIT China 2, Inc.
CIT China 3, Inc.
CIT Communications Finance Corporation
CIT Credit Finance Corp.
CIT Credit Group USA Inc.
CIT Financial Ltd. of Puerto Rico
CIT Financial USA, Inc.
CIT Group (NJ) LLC
CIT Group SF Holding Co., Inc.
CIT Healthcare LLC
CIT Holdings, LLC
CIT Lending Services Corporation
CIT Lending Services Corporation (Illinois)
CIT Loan Corporation (f/k/a The CIT Group/Consumer Finance, Inc.)
CIT Real Estate Holding Corporation
CIT Realty LLC
CIT Technologies Corporation
CIT Technology Financing Services, Inc.
Education Loan Servicing Corporation
Equipment Acceptance Corporation
Franchise Portfolio 1, Inc.
Franchise Portfolio 2, Inc.
GFSC Aircraft Acquisition Financing Corporation
Hudson Shipping Co., Inc.
Namekeepers LLC
Owner-Operator Finance Company
Student Loan Xpress, Inc.
The CIT Group/BC Securities Investment, Inc.

The CIT Group/Business Credit, Inc.
The CIT Group/Capital Finance, Inc.
The CIT Group/Capital Transportation, Inc.
The CIT Group/CmS Securities Investment, Inc.
The CIT Group/Commercial Services, Inc.
The CIT Group/Commercial Services, Inc. (Va.)
The CIT Group/Consumer Finance, Inc. (NY)
The CIT Group/Consumer Finance, Inc. (TN)
The CIT Group/Corporate Aviation, Inc.
The CIT Group/Equipment Financing, Inc.
The CIT Group/Equity Investments, Inc.
The CIT Group/Factoring One, Inc.
The CIT Group/FM Securities Investment, Inc.
The CIT Group/LsC Securities Investment, Inc.
The CIT Group/Securities Investment, Inc.
The CIT Group/Venture Capital, Inc.
Western Star Finance, Inc.

(Guarantors)

(Name of Applicant)

c/o CIT Group Inc.
505 Fifth Avenue
New York, New York 10017
(Address of Principal Executive Offices)

Securities to be Issued Under the Indentures to be Qualified


Title of Class		Amount
Series A Secured Notes		Up to $21,100,000,000
Series B Secured Notes		Up to $2,150,000,000

Approximate date of proposed public offering: As soon as practicable after the date of this Application for Qualification.


Name and address of agent for service:		Copies to be sent to:
Robert J. Ingato, Esq.		Richard B. Aftanas, Esq.
Executive Vice President and General Counsel		Andrea L. Nicolas, Esq.
CIT Group Inc.		Skadden, Arps, Slate, Meagher & Flom LLP
505 Fifth Avenue		Four Times Square
New York, New York 10017		New York, New York 10036
(212) 771-0505		(212) 735-3000

Applicant hereby amends this Application for Qualification on such date or dates as may be necessary to delay its effectiveness until (i) the 20th day after the filing of an amendment which specifically states that it shall supersede this Application for Qualification, or (ii) such date as the Commission, acting pursuant to Section 307(c) of the Trust Indenture Act of 1939, may determine upon the written request of the Applicant.

TABLE OF CONTENTS


Signature
EX-99.T3A.3
EX-99.T3A.4
EX-99.T3A.4.1
EX-99.T3A.4.2
EX-99.T3A.4.3
EX-99.T3A.4.4
EX-99.T3A.5
EX-99.T3A.6
EX-99.T3A.6.1
EX-99.T3A.7
EX-99.T3A.8
EX-99.T3A.8.1
EX-99.T3A.9
EX-99.T3A.9.1
EX-99.T3A.9.2
EX-99.T3A.9.3
EX-99.T3A.10
EX-99.T3A.11
EX-99.T3A.12
EX-99.T3A.12.1
EX-99.T3A.13
EX-99.T3A.13.1
EX-99.T3A.14
EX-99.T3A.14.1
EX-99.T3A.14.2
EX-99.T3A.14.3
EX-99.T3A.15
EX-99.T3A.15.1
EX-99.T3A.16
EX-99.T3A.16.1
EX-99.T3A.16.2
EX-99.T3A.16.3
EX-99.T3A.17
EX-99.T3A.17.1
EX-99.T3A.17.2
EX-99.T3A.18
EX-99.T3A.18.1
EX-99.T3A.19
EX-99.T3A.20
EX-99.T3A.21
EX-99.T3A.22
EX-99.T3A.23
EX-99.T3A.24
EX-99.T3A.24.1
EX-99.T3A.25
EX-99.T3A.25.1
EX-99.T3A.26
EX-99.T3A.27
EX-99.T3A.28
EX-99.T3A.28.1
EX-99.T3A.28.2
EX-99.T3A.28.3
EX-99.T3A.29
EX-99.T3A.29.1
EX-99.T3A.29.3
EX-99.T3A.29.3
EX-99.T3A.29.4
EX-99.T3A.29.5
EX-99.T3A.29.6
EX-99.T3A.29.7
EX-99.T3A.29.8
EX-99.T3A.29.9
EX-99.T3A.29.10
EX-99.T3A.29.11
EX-99.T3A.29.12
EX-99.T3A.30
EX-99.T3A.31
EX-99.T3A.32
EX-99.T3A.33
EX-99.T3A.34
EX-99.T3A.35
EX-99.T3A.36
EX-99.T3A.37
EX-99.T3A.38
EX-99.T3A.38.1
EX-99.T3A.39
EX-99.T3A.40
EX-99.T3A.40.1
EX-99.T3A.41
EX-99.T3A.41.1
EX-99.T3A.41.2
EX-99.T3A.41.3
EX-99.T3A.42
EX-99.T3A.43
EX-99.T3A.44
EX-99.T3A.44.1
EX-99.T3A.44.2
EX-99.T3A.44.3
EX-99.T3A.44.4
EX-99.T3A.44.5
EX-99.T3A.44.6
EX-99.T3A.44.7
EX-99.T3A.45
EX-99.T3A.45.1
EX-99.T3A.46
EX-99.T3A.46.1
EX-99.T3A.46.2
EX-99.T3A.46.3
EX-99.T3A.47
EX-99.T3A.48
EX-99.T3A.49
EX-99.T3A.50
EX-99.T3A.51
EX-99.T3A.52
EX-99.T3A.53
EX-99.T3A.54
EX-99.T3A.54.1
EX-99.T3A.55
EX-99.T3A.56
EX-99.T3B.3
EX-99.T3B.4
EX-99.T3B.5
EX-99.T3B.6
EX-99.T3B.7
EX-99.T3B.8
EX-99.T3B.9
EX-99.T3B.10
EX-99.T3B.11
EX-99.T3B.12
EX-99.T3B.13
EX-99.T3B.14
EX-99.T3B.15
EX-99.T3B.16
EX-99.T3B.17
EX-99.T3B.18
EX-99.T3B.19
EX-99.T3B.19.1
EX-99.T3B.20
EX-99.T3B.21
EX-99.T3B.21.1
EX-99.T3B.21.2
EX-99.T3B.22
EX-99.T3B.22.1
EX-99.T3B.23
EX-99.T3B.24
EX-99.T3B.25
EX-99.T3B.26
EX-99.T3B.27
EX-99.T3B.28
EX-99.T3B.29
EX-99.T3B.30
EX-99.T3B.30.1
EX-99.T3B.31
EX-99.T3B.32
EX-99.T3B.33
EX-99.T3B.34
EX-99.T3B.35
EX-99.T3B.36
EX-99.T3B.37
EX-99.T3B.38
EX-99.T3B.38.1
EX-99.T3B.39
EX-99.T3B.40
EX-99.T3B.41
EX-99.T3B.42
EX-99.T3B.43
EX-99.T3B.44
EX-99.T3B.45
EX-99.T3B.46
EX-99.T3B.47
EX-99.T3B.48
EX-99.T3B.49
EX-99.T3B.50
EX-99.T3B.51
EX-99.T3B.52
EX-99.T3B.53
EX-99.T3B.54
EX-99.T3B.55
EX-99.T3B.56
EX-99.T3E.1
EX-99.T3E.3

General Information.

(a)

CIT Group Inc. (the “Corporation”) is a corporation and CIT Group Funding Company of Delaware LLC (“Delaware Funding”) is a limited liability company. The guarantors identified below (the “Guarantors” and, together with the Corporation and Delaware Funding, the “Applicants”) have the following forms of organization and jurisdiction of formation:


Guarantor	Form	Jurisdiction
Baffin Shipping Co., Inc.	Corporation	Delaware
C.I.T. Leasing Corporation	Corporation	Delaware
Capita Colombia Holdings Corp.	Corporation	Delaware
Capita Corporation	Corporation	Delaware
Capita International L.L.C.	Limited Liability Company	Delaware
Capita Premium Corporation	Corporation	Delaware
CIT Capital USA Inc.	Corporation	Delaware
CIT China 12, Inc.	Corporation	Delaware
CIT China 13, Inc.	Corporation	Delaware
CIT China 2, Inc.	Corporation	Delaware
CIT China 3, Inc.	Corporation	Delaware
CIT Communications Finance Corporation	Corporation	Delaware
CIT Credit Finance Corp.	Corporation	Delaware
CIT Credit Group USA Inc.	Corporation	Delaware
CIT Financial Ltd. of Puerto Rico	Corporation	Delaware
CIT Financial USA, Inc.	Corporation	Delaware
CIT Group (NJ) LLC	Limited Liability Company	Delaware
CIT Group SF Holding Co., Inc.	Corporation	Delaware
CIT Healthcare LLC	Limited Liability Company	Delaware
CIT Holdings, LLC	Limited Liability Company	Delaware
CIT Lending Services Corporation	Corporation	Delaware
CIT Lending Services Corporation (Illinois)	Corporation	Delaware
CIT Loan Corporation (f/k/a The CIT Group/Consumer Finance, Inc.)	Corporation	Delaware
CIT Real Estate Holding Corporation	Corporation	Delaware
CIT Realty LLC	Limited Liability Company	Delaware
CIT Technologies Corporation	Corporation	Michigan
CIT Technology Financing Services, Inc.	Corporation	Massachusetts
Education Loan Servicing Corporation	Corporation	Delaware
Equipment Acceptance Corporation	Corporation	New York
Franchise Portfolio 1, Inc.	Corporation	Delaware
Franchise Portfolio 2, Inc.	Corporation	Delaware
GFSC Aircraft Acquisition Financing Corporation	Corporation	Delaware
Hudson Shipping Co., Inc.	Corporation	Delaware
Namekeepers LLC	Limited Liability Company	Delaware
Owner-Operator Finance Company	Corporation	Delaware
Student Loan Xpress, Inc.	Corporation	Delaware
The CIT Group/BC Securities Investment, Inc.	Corporation	New Jersey
The CIT Group/Business Credit, Inc.	Corporation	New York
The CIT Group/Capital Finance, Inc.	Corporation	Delaware
The CIT Group/Capital Transportation, Inc.	Corporation	Delaware
The CIT Group/CmS Securities Investment, Inc.	Corporation	New Jersey
The CIT Group/Commercial Services, Inc.	Corporation	New York
The CIT Group/Commercial Services, Inc. (Va.)	Corporation	Delaware
The CIT Group/Consumer Finance, Inc. (NY)	Corporation	New York
The CIT Group/Consumer Finance, Inc. (TN)	Corporation	Delaware
The CIT Group/Corporate Aviation, Inc.	Corporation	Delaware


Guarantor	Form	Jurisdiction
The CIT Group/Equipment Financing, Inc.	Corporation	Delaware
The CIT Group/Equity Investments, Inc.	Corporation	New Jersey
The CIT Group/Factoring One, Inc.	Corporation	New York
The CIT Group/FM Securities Investment, Inc.	Corporation	New Jersey
The CIT Group/LsC Securities Investment, Inc.	Corporation	New Jersey
The CIT Group/Securities Investment, Inc.	Corporation	Delaware
The CIT Group/Venture Capital, Inc.	Corporation	New Jersey
Western Star Finance, Inc.	Corporation	Delaware

(b)

The Corporation was organized under the laws of the State of Delaware. Delaware Funding was domesticated as a Delaware limited liability company. See Item 1(a) for the jurisdiction of formation of each Guarantor.

Securities Act Exemption Applicable.

As described in the Offering Memorandum, Disclosure Statement and Solicitation of Acceptances of a Prepackaged Plan of Reorganization, attached hereto as Exhibit T3E.1 (the “Offering Memorandum”), (i) the Corporation is offering to exchange any and all of the outstanding notes (including the U.S. dollar equivalent of non-U.S. dollar-denominated notes) of the Corporation listed in the table below for a pro rata portion of each of five series of its newly issued Series A secured notes (the “Series A Notes”) and/or up to approximately 68.3 million shares of its newly issued preferred stock (the “New Preferred Stock”) and (ii) Delaware Funding, an indirect, wholly-owned subsidiary of the Corporation, is offering to exchange any and all of its outstanding notes listed in the table below for a pro rata portion of each of five series of its newly issued Series B secured notes (the “Series B Notes” and together with the Series A Notes, the “New Notes”) for the consideration specified in the table below (the “Exchange Offers”). We refer to the notes to be tendered in the Exchange Offers as the “Old Notes.” As further described in the Offering Memorandum, the Corporation and Delaware Funding are also soliciting acceptances from holders of Old Notes of a prepackaged Plan of Reorganization (the “Plan”). Through two amendments on October 1, 2009 and October 16, 2009, the Corporation and Delaware Funding, as applicable, amended each of the indentures under which the Old Notes were issued to provide guarantees by all of the Guarantors.

Corporation Outstanding Notes


				Consideration per
				Principal Amount of
				Old Notes Tendered
					per 1000
				per 1000	USD Equivalent
				Notional	Number of
				Principal	Shares of
				Amount	New Preferred
	Outstanding Principal			of New Notes	Stock
Title of Old Notes to be Tendered	Amount		CUSIP/ISIN	to be Issued	to be Issued (1)
6.875% Notes due November 1, 2009	USD	300,000,000	12560PCL3	USD 900	0.35108
4.125% Notes due November 3, 2009	USD	500,000,000	125581AM0	USD 900	0.35108
3.85% Notes due November 15, 2009	USD	1,959,000	12557WJP7	USD 900	0.35108
4.63% Notes due November 15, 2009	USD	1,349,000	12557WLV1	USD 900	0.35108
5.05% Notes due November 15, 2009	USD	2,800,000	12557WPC9	USD 900	0.35108
5.00% Notes due November 15, 2009	USD	4,217,000	12557WB26	USD 900	0.35108
5.00% Notes due November 15, 2009	USD	5,083,000	12557WB59	USD 900	0.35108
5.00% Notes due November 15, 2009	USD	6,146,000	12557WB83	USD 900	0.35108
3.95% Notes due December 15, 2009	USD	3,314,000	12557WJV4	USD 900	0.35108
4.80% Notes due December 15, 2009	USD	2,073,000	12557WMB4	USD 900	0.35108
4.70% Notes due December 15, 2009	USD	285,000	12557WPL9	USD 900	0.35108
4.85% Notes due December 15, 2009	USD	582,000	12557WPU9	USD 900	0.35108
6.25% Notes due December 15, 2009	USD	63,703,000	12557WSJ1	USD 900	0.35108
6.50% Notes due December 15, 2009	USD	40,994,000	12557WSM4	USD 900	0.35108
Floating Rate Notes due December 21, 2009	USD	113,000,000	12560PDL2	USD 900	0.35108
4.25% Notes due February 1, 2010	USD	750,000,000	125581AQ1	USD 850	1.05323
4.05% Notes due February 15, 2010	USD	4,172,000	12557WKE0	USD 850	1.05323
5.15% Notes due February 15, 2010	USD	1,918,000	12557WQC8	USD 850	1.05323
5.05% Notes due February 15, 2010	USD	1,497,000	12557WQL8	USD 850	1.05323
6.50% Notes due February 15, 2010	USD	58,219,000	12557WSX0	USD 850	1.05323
6.25% Notes due February 15, 2010	USD	44,138,000	12557WTE1	USD 850	1.05323
Floating Rate Notes due March 1, 2010	CHF	100,000,000	CH0029382659	CHF 850(2)	1.05323
2.75% Notes due March 1, 2010	CHF	50,000,000	CH0029407191	CHF 850(2)	1.05323
Floating Rate Notes due March 12, 2010	USD	1,000,000,000	125581CX4	USD 850	1.05323
4.30% Notes due March 15, 2010	USD	1,822,000	12557WKL4	USD 850	1.05323


				Consideration per
				Principal Amount of
				Old Notes Tendered
					Per 1000
				Per 1000	USD Equivalents
				Notional	Number of
				Principal	Shares of
				Amount	New Preferred
	Outstanding Principal			of New Notes	Stock
Title of Old Notes to be Tendered	Amount		CUSIP/ISIN	to be Issued	to be Issued (1)
5.05% Notes due March 15, 2010	USD	4,241,000	12557WMH1	USD 850	1.05323
5.15% Notes due March 15, 2010	USD	6,375,000	12557WMP3	USD 850	1.05323
4.90% Notes due March 15, 2010	USD	297,000	12557WQU8	USD 850	1.05323
4.85% Notes due March 15, 2010	USD	784,000	12557WRC7	USD 850	1.05323
6.50% Notes due March 15, 2010	USD	33,677,000	12557WTL5	USD 850	1.05323
Floating Rate Notes due March 22, 2010	USD	150,000,000	12560PFN6	USD 850	1.05323
4.45% Notes due May 15, 2010	USD	3,980,000	12557WKS9	USD 850	1.05323
5.25% Notes due May 15, 2010	USD	2,414,000	12557WMV0	USD 850	1.05323
5.38% Notes due June 15, 2017	GBP	300,000,000	XS0276327342	GBP 850	1.05323
4.30% Notes due June 15, 2010	USD	1,013,000	12557WKX8	USD 850	1.05323
4.35% Notes due June 15, 2010	USD	1,419,000	12557WLE9	USD 850	1.05323
5.30% Notes due June 15, 2010	USD	2,622,000	12557WNB3	USD 850	1.05323
4.60% Notes due August 15, 2010	USD	1,131,000	12557WLL3	USD 850	1.05323
5.45% Notes due August 15, 2010	USD	11,920,000	12557WNH0	USD 850	1.05323
5.50% Notes due August 15, 2010	USD	1,511,000	12557WA92	USD 850	1.05323
4.25% Notes due September 15, 2010	USD	295,000	12557WLS8	USD 850	1.05323
5.25% Notes due September 15, 2010	USD	11,403,000	12557WNR8	USD 850	1.05323
5.20% Notes due November 3, 2010	USD	500,000,000	125577AS5	USD 850	1.05323
Floating Rate Notes due November 3, 2010	USD	474,000,000	125577AT3	USD 850	1.05323
5.05% Notes due November 15, 2010	USD	9,054,000	12557WLY5	USD 850	1.05323
5.25% Notes due November 15, 2010	USD	6,349,000	12557WNZ0	USD 850	1.05323
5.25% Notes due November 15, 2010	USD	12,292,000	12557WC33	USD 850	1.05323
5.25% Notes due November 15, 2010	USD	1,686,000	12557WC74	USD 850	1.05323
4.75% Notes due December 15, 2010	USD	750,000,000	12560PDB4	USD 850	1.05323
5.00% Notes due December 15, 2010	USD	5,842,000	12557WME8	USD 850	1.05323
5.05% Notes due December 15, 2010	USD	5,926,000	12557WPH8	USD 850	1.05323
4.90% Notes due December 15, 2010	USD	3,188,000	12557WPR6	USD 850	1.05323
5.25% Notes due December 15, 2010	USD	807,000	12557WSE2	USD 850	1.05323
6.50% Notes due December 15, 2010	USD	12,177,000	12557WSR3	USD 850	1.05323
6.50% Notes due January 15, 2011	USD	17,752,000	12557WSV4	USD 800	1.75539
4.72% Notes due February 10, 2011	CAD	400,000,000	125581AU2	CAD 800	1.75539
5.15% Notes due February 15, 2011	USD	2,158,000	12557WPZ8	USD 800	1.75539
5.15% Notes due February 15, 2011	USD	1,458,000	12557WQH7	USD 800	1.75539
6.60% Notes due February 15, 2011	USD	25,229,000	12557WTB7	USD 800	1.75539
Floating Rate Notes due February 28, 2011	GBP	70,000,000	XS0245933121	GBP 800	1.75539
5.05% Notes due March 15, 2011	USD	1,560,000	12557WML2	USD 800	1.75539
5.00% Notes due March 15, 2011	USD	1,001,000	12557WQR5	USD 800	1.75539
4.90% Notes due March 15, 2011	USD	806,000	12557WQZ7	USD 800	1.75539
5.00% Notes due March 15, 2011	USD	1,589,000	12557WRH6	USD 800	1.75539
6.75% Notes due March 15, 2011	USD	7,604,000	12557WTJ0	USD 800	1.75539
6.50% Notes due March 15, 2011	USD	6,187,000	12557WTQ4	USD 800	1.75539
5.15% Notes due April 15, 2011	USD	957,000	12557WMS7	USD 800	1.75539
Floating Rate Notes due April 27, 2011	USD	280,225,000	125581BA5	USD 800	1.75539
5.60% Notes due April 27, 2011	USD	750,000,000	125581AZ1	USD 800	1.75539
5.40% Notes due May 15, 2011	USD	1,283,000	12557WMY4	USD 800	1.75539
5.35% Notes due June 15, 2011	USD	558,000	12557WNE7	USD 800	1.75539
Floating Rate Notes due July 28, 2011	USD	669,500,000	125581BE7	USD 800	1.75539
5.80% Notes due July 28, 2011	USD	550,000,000	125581BF4	USD 800	1.75539
5.35% Notes due August 15, 2011	USD	2,254,000	12557WNM9	USD 800	1.75539
5.20% Notes due September 15, 2011	USD	2,685,000	12557WNV9	USD 800	1.75539
Floating Rate Notes due September 21, 2011	GBP	40,000,000	XS0268935698	GBP 800	1.75539
4.25% Notes due September 22, 2011	EUR	750,000,000	XS0201605192	EUR 800	1.75539
5.20% Notes due November 15, 2011	USD	7,392,000	12557WPD7	USD 800	1.75539
5.25% Notes due November 15, 2011	USD	4,427,000	12557WB34	USD 800	1.75539
5.25% Notes due November 15, 2011	USD	5,175,000	12557WB67	USD 800	1.75539
5.25% Notes due November 15, 2011	USD	4,944,000	12557WB91	USD 800	1.75539
Floating Rate Notes due November 30, 2011	EUR	500,000,000	XS0275670965	EUR 800	1.75539
4.85% Notes due December 15, 2011	USD	482,000	12557WPM7	USD 800	1.75539
5.00% Notes due December 15, 2011	USD	1,685,000	12557WPV7	USD 800	1.75539
5.40% Notes due February 13, 2012	USD	479,996,000	125581CT3	USD 800	1.75539
Floating Rate Notes due February 13, 2012	USD	654,250,000	125581CU0	USD 800	1.75539
5.25% Notes due February 15, 2012	USD	2,937,000	12557WQD6	USD 800	1.75539


				Consideration per
				Principal Amount of
				Old Notes Tendered
					per 1000
				per 1000	USD Equivalent
				Notional	Number of
				Principal	Shares of
				Amount	New Preferred
	Outstanding Principal			of New Notes	Stock
Title of Old Notes to be Tendered	Amount		CUSIP/ISIN	to be Issued	to be Issued (1)
5.15% Notes due February 15, 2012	USD	1,532,000	12557WQM6	USD 800	1.75539
7.25% Notes due February 15, 2012	USD	30,577,000	12557WSY8	USD 800	1.75539
7.00% Notes due February 15, 2012	USD	17,676,000	12557WTF8	USD 800	1.75539
5.00% Notes due March 15, 2012	USD	482,000	12557WQV6	USD 800	1.75539
5.00% Notes due March 15, 2012	USD	1,059,000	12557WRD5	USD 800	1.75539
7.25% Notes due March 15, 2012	USD	13,609,000	12557WTM3	USD 800	1.75539
7.75% Notes due April 2, 2012	USD	259,646,000	125581AB4	USD 800	1.75539
5.75% Notes due August 15, 2012	USD	466,000	12557WA68	USD 800	1.75539
3.80% Notes due November 14, 2012	EUR	450,000,000	XS0234935434	EUR 800	1.75539
5.50% Notes due November 15, 2012	USD	2,711,000	12557WC41	USD 800	1.75539
5.50% Notes due November 15, 2012	USD	1,381,000	12557WC82	USD 800	1.75539
7.63% Notes due November 30, 2012	USD	1,277,653,000	125577AZ9	USD 800	1.75539
5.50% Notes due December 15, 2012	USD	495,000	12557WSF9	USD 800	1.75539
7.00% Notes due December 15, 2012	USD	36,343,000	12557WSK8	USD 800	1.75539
7.25% Notes due December 15, 2012	USD	19,425,000	12557WSN2	USD 800	1.75539
7.30% Notes due December 15, 2012	USD	11,775,000	12557WSS1	USD 800	1.75539
Floating Rate Notes due December 21, 2012	USD	290,705,000	12560PEP2	USD 800	1.75539
6.15% Notes due January 15, 2013	USD	29,038,000	12557WAZ4	USD 700	2.80862
6.25% Notes due January 15, 2013	USD	62,461,000	12557WBC4	USD 700	2.80862
6.15% Notes due January 15, 2013	USD	52,560,000	12557WBF7	USD 700	2.80862
6.25% Notes due January 15, 2013	USD	53,967,000	12557WBJ9	USD 700	2.80862
7.50% Notes due January 15, 2013	USD	27,292,000	12557WSW2	USD 700	2.80862
6.25% Notes due February 15, 2013	USD	22,781,000	12557WBM2	USD 700	2.80862
6.20% Notes due February 15, 2013	USD	24,387,000	12557WBQ3	USD 700	2.80862
6.00% Notes due February 15, 2013	USD	22,368,000	12557WBT7	USD 700	2.80862
7.60% Notes due February 15, 2013	USD	23,615,000	12557WTC5	USD 700	2.80862
6.15% Notes due February 15, 2013	USD	23,318,000	12557WBW0	USD 700	2.80862
5.40% Notes due March 7, 2013	USD	483,516,000	12558 1AX6	USD 700	2.80862
7.75% Notes due March 15, 2013	USD	18,242,000	12557WTK7	USD 700	2.80862
7.90% Notes due March 15, 2013	USD	17,591,000	12557WTN1	USD 700	2.80862
7.25% Notes due March 15, 2013	USD	5,350,000	12557WTR2	USD 700	2.80862
6.00% Notes due March 15, 2013	USD	26,178,000	12557WBZ3	USD 700	2.80862
6.00% Notes due March 15, 2013	USD	27,547,000	12557WCC3	USD 700	2.80862
6.10% Notes due March 15, 2013	USD	27,499,000	12557WCF6	USD 700	2.80862
6.25% Notes due March 15, 2013	USD	26,121,000	12557WCJ8	USD 700	2.80862
6.15% Notes due April 15, 2013	USD	24,593,000	12557WCM1	USD 700	2.80862
6.15% Notes due April 15, 2013	USD	28,983,000	12557WCQ2	USD 700	2.80862
6.05% Notes due April 15, 2013	USD	19,386,000	12557WCT6	USD 700	2.80862
6.05% Notes due May 15, 2013	USD	44,494,000	12557WCW9	USD 700	2.80862
4.95% Notes due May 15, 2013	USD	9,133,000	12557WCZ2	USD 700	2.80862
4.95% Notes due May 15, 2013	USD	11,492,000	12557WDC2	USD 700	2.80862
4.88% Notes due June 15, 2013	USD	6,237,000	12557WDF5	USD 700	2.80862
4.85% Notes due June 15, 2013	USD	7,956,000	12557WDJ7	USD 700	2.80862
4.60% Notes due June 15, 2013	USD	9,421,000	12557WDM0	USD 700	2.80862
4.45% Notes due June 15, 2013	USD	5,051,000	12557WDQ1	USD 700	2.80862
Floating Rate Notes due June 20, 2013	EUR	500,000,000	XS0258343564	EUR 700	2.80862
5.05% Notes due July 15, 2013	USD	5,228,000	12557WEF4	USD 700	2.80862
4.65% Notes due July 15, 2013	USD	9,267,000	12557WDT5	USD 700	2.80862
4.75% Notes due July 15, 2013	USD	2,318,000	12557WDW8	USD 700	2.80862
5.00% Notes due July 15, 2013	USD	15,182,000	12557WDZ1	USD 700	2.80862
4.75% Notes due July 15, 2013	USD	5,779,000	12557WEC1	USD 700	2.80862
5.30% Notes due August 15, 2013	USD	7,479,000	12557WEJ6	USD 700	2.80862
5.50% Notes due August 15, 2013	USD	2,903,000	12557WEM9	USD 700	2.80862
5.50% Notes due August 15, 2013	USD	6,810,000	12557WEQ0	USD 700	2.80862
5.40% Notes due September 15, 2013	USD	2,445,000	12557WET4	USD 700	2.80862
5.50% Notes due September 15, 2013	USD	4,171,000	12557WEW7	USD 700	2.80862
5.25% Notes due September 15, 2013	USD	4,374,000	12557WEZ0	USD 700	2.80862
5.20% Notes due September 15, 2013	USD	4,378,000	12557WFC0	USD 700	2.80862
5.20% Notes due October 15, 2013	USD	5,497,000	12557WFF3	USD 700	2.80862
5.20% Notes due October 15, 2013	USD	8,130,000	12557WFJ5	USD 700	2.80862
5.25% Notes due October 15, 2013	USD	3,359,000	12557WFM8	USD 700	2.80862
5.30% Notes due November 15, 2013	USD	3,146,000	12557WFQ9	USD 700	2.80862


				Consideration per
				Principal Amount of
				Old Notes Tendered
					per 1000
				per 1000	USD Equivalent
				Notional	Number of
				Principal	Shares of
				Amount	New Preferred
	Outstanding Principal			of New Notes	Stock
Title of Old Notes to be Tendered	Amount		CUSIP/ISIN	to be Issued	to be Issued (1)
5.10% Notes due November 15, 2013	USD	7,480,000	12557WFT3	USD 700	2.80862
5.40% Notes due December 15, 2013	USD	5,783,000	12557WFW6	USD 700	2.80862
5.20% Notes due December 15, 2013	USD	7,241,000	12557WFZ9	USD 700	2.80862
5.10% Notes due January 15, 2014	USD	2,897,000	12557WGC9	USD 700	2.80862
4.85% Notes due January 15, 2014	USD	1,333,000	12557WGF2	USD 700	2.80862
5.00% Notes due February 13, 2014	USD	671,749,000	125581AH1	USD 700	2.80862
5.00% Notes due February 15, 2014	USD	5,957,000	12557WGJ4	USD 700	2.80862
4.90% Notes due February 15, 2014	USD	1,958,000	12557WGM7	USD 700	2.80862
7.85% Notes due February 15, 2014	USD	23,034,000	12557WSZ5	USD 700	2.80862
7.65% Notes due February 15, 2014	USD	10,897,000	12557WTG6	USD 700	2.80862
4.80% Notes due March 15, 2014	USD	4,492,000	12557WGQ8	USD 700	2.80862
4.60% Notes due March 15, 2014	USD	4,211,000	12557WGT2	USD 700	2.80862
7.85% Notes due March 15, 2014	USD	4,573,000	12557WTS0	USD 700	2.80862
4.80% Notes due April 15, 2014	USD	2,177,000	12557WGW5	USD 700	2.80862
5.10% Notes due April 15, 2014	USD	5,735,000	12557WGZ8	USD 700	2.80862
5.00% Notes due May 13, 2014	EUR	463,405,000	XS0192461837	EUR 700	2.80862
5.25% Notes due May 15, 2014	USD	4,898,000	12557WHC8	USD 700	2.80862
5.80% Notes due May 15, 2014	USD	11,357,000	12557WHF1	USD 700	2.80862
5.70% Notes due June 15, 2014	USD	8,890,000	12557WHJ3	USD 700	2.80862
5.75% Notes due June 15, 2014	USD	10,815,000	12557WHM6	USD 700	2.80862
5.75% Notes due June 15, 2014	USD	1,930,000	12557WRU7	USD 700	2.80862
5.85% Notes due June 15, 2014	USD	1,593,000	12557WRX1	USD 700	2.80862
6.00% Notes due June 15, 2014	USD	10,892,000	12557WSA0	USD 700	2.80862
5.65% Notes due July 15, 2014	USD	8,504,000	12557WHQ7	USD 700	2.80862
5.30% Notes due July 15, 2014	USD	10,005,000	12557WHT1	USD 700	2.80862
5.20% Notes due August 15, 2014	USD	5,691,000	12557WHW4	USD 700	2.80862
5.30% Notes due August 15, 2014	USD	3,915,000	12557WHZ7	USD 700	2.80862
6.00% Notes due August 15, 2014	USD	2,555,000	12557WA27	USD 700	2.80862
6.00% Notes due August 15, 2014	USD	2,389,000	12557WA76	USD 700	2.80862
5.25% Notes due September 15, 2014	USD	16,332,000	12557WJC6	USD 700	2.80862
5.05% Notes due September 15, 2014	USD	17,112,000	12557WJF9	USD 700	2.80862
5.125% Notes due September 30, 2014	USD	638,267,000	125581AK4	USD 700	2.80862
4.90% Notes due October 15, 2014	USD	5,520,000	12557WJJ1	USD 700	2.80862
5.10% Notes due October 15, 2014	USD	13,944,000	12557WJM4	USD 700	2.80862
5.05% Notes due November 15, 2014	USD	7,238,000	12557WJQ5	USD 700	2.80862
5.50% Notes due December 1, 2014	GBP	480,000,000	XS0207079764	GBP 700	2.80862
5.125% Notes due December 15, 2014	USD	7,632,000	12557WJT9	USD 700	2.80862
5.10% Notes due December 15, 2014	USD	18,101,000	12557WJW2	USD 700	2.80862
5.05% Notes due January 15, 2015	USD	6,302,000	12557WJZ5	USD 700	2.80862
5.00% Notes due February 1, 2015	USD	671,141,000	125581AR9	USD 700	2.80862
4.95% Notes due February 15, 2015	USD	6,678,000	12557WKC4	USD 700	2.80862
4.90% Notes due February 15, 2015	USD	6,848,000	12557WKF7	USD 700	2.80862
7.90% Notes due February 15, 2015	USD	24,329,000	12557WTD3	USD 700	2.80862
5.10% Notes due March 15, 2015	USD	12,247,000	12557WKJ9	USD 700	2.80862
5.05% Notes due March 15, 2015	USD	2,575,000	12557WKM2	USD 700	2.80862
4.25% Notes due March 17, 2015	EUR	412,500,000	XS0215269670	EUR 700	2.80862
5.375% Notes due April 15, 2015	USD	6,369,000	12557WKQ3	USD 700	2.80862
5.25% Notes due May 15, 2015	USD	15,954,000	12557WKT7	USD 700	2.80862
5.30% Notes due May 15, 2015	USD	27,090,000	12557WKW0	USD 700	2.80862
5.10% Notes due June 15, 2015	USD	14,930,000	12557WKZ3	USD 700	2.80862
5.05% Notes due June 15, 2015	USD	10,912,000	12557WLA7	USD 700	2.80862
5.20% Notes due June 15, 2015	USD	8,322,000	12557WLF6	USD 700	2.80862
5.30% Notes due August 15, 2015	USD	10,741,000	12557WLJ8	USD 700	2.80862
5.375% Notes due August 15, 2015	USD	15,892,000	12557WLM1	USD 700	2.80862
5.25% Notes due September 15, 2015	USD	11,241,000	12557WLQ2	USD 700	2.80862
5.10% Notes due September 15, 2015	USD	4,898,000	12557WLT6	USD 700	2.80862
5.50% Notes due November 15, 2015	USD	4,016,000	12557WLW9	USD 700	2.80862
5.80% Notes due November 15, 2015	USD	7,456,000	12557WLZ2	USD 700	2.80862
5.75% Notes due December 15, 2015	USD	8,155,000	12557WMC2	USD 700	2.80862
5.80% Notes due December 15, 2015	USD	12,621,000	12557WMF5	USD 700	2.80862
5.40% Notes due January 30, 2016	USD	604,263,000	125581AW8	USD 700	2.80862
5.85% Notes due March 15, 2016	USD	14,372,000	12557WMJ7	USD 700	2.80862


				Consideration per
				Principal Amount of
				Old Notes Tendered
					per 1000
				per 1000	USD Equivalent
				Notional	Number of
				Principal	Shares of
				Amount	New Preferred
	Outstanding Principal			of New Notes	Stock
Title of Old Notes to be Tendered	Amount		CUSIP/ISIN	to be Issued	to be Issued (1)
5.80% Notes due March 15, 2016	USD	11,705,000	12557WMM0	USD 700	2.80862
6.00% Notes due March 15, 2016	USD	69,046,000	12557WMQ1	USD 700	2.80862
5.88% Notes due April 15, 2016	USD	4,888,000	12557WMT5	USD 700	2.80862
6.05% Notes due May 15, 2016	USD	14,943,000	12557WMW8	USD 700	2.80862
6.15% Notes due May 15, 2016	USD	18,636,000	12557WMZ1	USD 700	2.80862
6.10% Notes due June 15, 2016	USD	15,478,000	12557WNC1	USD 700	2.80862
6.10% Notes due June 15, 2016	USD	17,660,000	12557WNF4	USD 700	2.80862
6.20% Notes due August 15, 2016	USD	37,135,000	12557WNJ6	USD 700	2.80862
6.13% Notes due August 15, 2016	USD	36,401,000	12557WNN7	USD 700	2.80862
5.85% Notes due September 15, 2016	USD	391,533,000	125581CS5	USD 700	2.80862
6.05% Notes due September 15, 2016	USD	31,772,000	12557WNS6	USD 700	2.80862
5.95% Notes due September 15, 2016	USD	11,219,000	12557WNW7	USD 700	2.80862
4.65% Notes due September 19, 2016	EUR	474,000,000	XS0268133799	EUR 700	2.80862
6.00% Notes due November 15, 2016	USD	29,155,000	12557WPA3	USD 700	2.80862
5.95% Notes due November 15, 2016	USD	13,264,000	12557WPE5	USD 700	2.80862
Floating Rate Notes due December 14, 2016	USD	34,452,000	12560PDK4	USD 700	2.80862
5.80% Notes due December 15, 2016	USD	35,842,000	12557WPJ4	USD 700	2.80862
5.65% Notes due December 15, 2016	USD	8,701,000	12557WPN5	USD 700	2.80862
5.70% Notes due December 15, 2016	USD	9,571,000	12557WPS4	USD 700	2.80862
5.70% Notes due December 15, 2016	USD	9,817,000	12557WPW5	USD 700	2.80862
5.50% Notes due December 20, 2016	GBP	367,400,000	XS0278525992	GBP 700	2.80862
5.65% Notes due February 13, 2017	USD	548,087,000	125577AY2	USD 700	2.80862
5.85% Notes due February 15, 2017	USD	7,724,000	12557WQA2	USD 700	2.80862
5.95% Notes due February 15, 2017	USD	11,074,000	12557WQE4	USD 700	2.80862
5.85% Notes due February 15, 2017	USD	6,471,000	12557WQJ3	USD 700	2.80862
5.80% Notes due February 15, 2017	USD	7,792,000	12557WQN4	USD 700	2.80862
Floating Rate Notes due March 15, 2017	USD	50,000,000	12560PDR9	USD 700	2.80862
5.75% Notes due March 15, 2017	USD	6,741,000	12557WQS3	USD 700	2.80862
5.75% Notes due March 15, 2017	USD	13,498,000	12557WQW4	USD 700	2.80862
5.70% Notes due March 15, 2017	USD	9,533,000	12557WRA1	USD 700	2.80862
5.65% Notes due March 15, 2017	USD	5,935,000	12557WRE3	USD 700	2.80862
5.75% Notes due March 15, 2017	USD	10,298,000	12557WRJ2	USD 700	2.80862
5.75% Notes due May 15, 2017	USD	2,708,000	12557WRL7	USD 700	2.80862
5.80% Notes due May 15, 2017	USD	3,779,000	12557WRN3	USD 700	2.80862
5.80% Notes due May 15, 2017	USD	5,038,000	12557WRQ6	USD 700	2.80862
6.00% Notes due June 15, 2017	USD	23,842,000	12557WRS2	USD 700	2.80862
6.00% Notes due June 15, 2017	USD	8,205,000	12557WRV5	USD 700	2.80862
6.10% Notes due June 15, 2017	USD	6,648,000	12557WRY9	USD 700	2.80862
6.25% Notes due June 15, 2017	USD	10,535,000	12557WSB8	USD 700	2.80862
6.25% Notes due August 15, 2017	USD	1,190,000	12557WA35	USD 700	2.80862
6.25% Notes due November 15, 2017	USD	8,958,000	12557WB42	USD 700	2.80862
6.25% Notes due November 15, 2017	USD	11,778,000	12557WB75	USD 700	2.80862
6.25% Notes due November 15, 2017	USD	6,339,000	12557WC25	USD 700	2.80862
6.40% Notes due November 15, 2017	USD	3,404,000	12557WC58	USD 700	2.80862
6.50% Notes due November 15, 2017	USD	2,197,000	12557WC90	USD 700	2.80862
10-Year Forward Rate Bias Notes due December 11, 2017	USD	500,000,000	N/A	USD 700	2.80862
6.50% Notes due December 15, 2017	USD	556,000	12557WSG7	USD 700	2.80862
7.50% Notes due December 15, 2017	USD	24,275,000	12557WSL6	USD 700	2.80862
7.75% Notes due December 15, 2017	USD	14,936,000	12557WSP7	USD 700	2.80862
7.80% Notes due December 15, 2017	USD	8,731,000	12557WST9	USD 700	2.80862
5.80% Senior Notes due October 1, 2036	USD	316,015,000	12560PFP1	USD 700	2.80862
12.00% Subordinated Notes due December 18, 2018	USD	1,117,448,000	125581FS2	USD 0	7.54816
12.00% Subordinated Notes due December 18, 2018	USD	31,559,000	U17186AF1	USD 0	7.54816
6.10% Junior Subordinated Notes due March 15, 2067	USD	750,000,000	125577AX4	USD 0	1.75539
6.25% Notes due August 15, 2021	USD	43,204,000	12557WNP2	USD 700	2.80862
6.35% Notes due August 15, 2021	USD	19,139,000	12557WNK3	USD 700	2.80862


				Consideration per
				Principal Amount of
				Old Notes Tendered
					per 1000
				per 1000	USD Equivalent
				Notional	Number of
				Principal	Shares of
				Amount	New Preferred
	Outstanding Principal			of New Notes	Stock
Title of Old Notes to be Tendered	Amount		CUSIP/ISIN	to be Issued	to be Issued (1)
6.15% Notes due September 15, 2021	USD	27,174,000	12557WNX5	USD 700	2.80862
6.25% Notes due September 15, 2021	USD	38,817,000	12557WNT4	USD 700	2.80862
6.10% Notes due November 15, 2021	USD	63,647,000	12557WPF2	USD 700	2.80862
6.25% Notes due November 15, 2021	USD	35,172,000	12557WPB1	USD 700	2.80862
5.85% Notes due December 15, 2021	USD	14,529,000	12557WPP0	USD 700	2.80862
5.875% Notes due December 15, 2021	USD	18,181,000	12557WPT2	USD 700	2.80862
5.90% Notes due December 15, 2021	USD	18,463,000	12557WPX3	USD 700	2.80862
6.00% Notes due December 15, 2021	USD	58,477,000	12557WPK1	USD 700	2.80862
5.95% Notes due February 15, 2022	USD	12,325,000	12557WQP9	USD 700	2.80862
6.00% Notes due February 15, 2022	USD	47,741,000	12557WQB0	USD 700	2.80862
6.00% Notes due February 15, 2022	USD	36,570,000	12557WQK0	USD 700	2.80862
6.05% Notes due February 15, 2022	USD	24,258,000	12557WQF1	USD 700	2.80862
5.85% Notes due March 15, 2022	USD	12,016,000	12557WQX2	USD 700	2.80862
5.85% Notes due March 15, 2022	USD	15,025,000	12557WRB9	USD 700	2.80862
5.85% Notes due March 15, 2022	USD	19,227,000	12557WRF0	USD 700	2.80862
5.90% Notes due March 15, 2022	USD	8,296,000	12557WQT1	USD 700	2.80862
5.95% Notes due March 15, 2022	USD	27,181,000	12557WRK9	USD 700	2.80862
6.00% Notes due May 15, 2022	USD	13,726,000	12557WRM5	USD 700	2.80862
6.00% Notes due May 15, 2022	USD	18,355,000	12557WRP8	USD 700	2.80862
6.00% Notes due May 15, 2022	USD	11,441,000	12557WRR4	USD 700	2.80862
6.15% Notes due June 15, 2022	USD	30,302,000	12557WRT0	USD 700	2.80862
6.20% Notes due June 15, 2022	USD	6,819,000	12557WRW3	USD 700	2.80862
6.25% Notes due June 15, 2022	USD	4,611,000	12557WRZ6	USD 700	2.80862
6.50% Notes due June 15, 2022	USD	15,028,000	12557WSC6	USD 700	2.80862
6.50% Notes due August 15, 2022	USD	1,457,000	12557WA43	USD 700	2.80862
6.50% Notes due August 15, 2022	USD	397,000	12557WA84	USD 700	2.80862
6.70% Notes due November 15, 2022	USD	1,930,000	12557WC66	USD 700	2.80862
6.75% Notes due November 15, 2022	USD	2,609,000	12557WSD4	USD 700	2.80862
6.75% Notes due December 15, 2022	USD	676,000	12557WSH5	USD 700	2.80862
6.00% Notes due April 1, 2036	USD	309,021,000	125581AY4	USD 700	2.80862
2.83% Notes due April 2, 2036	JPY	20,000,000	XS0249719534	JPY 700(2)	2.80862


(1)		The New Preferred Stock will have a liquidation preference per share of $1,400 and be entitled to 58.6 votes per share on all matters presented to the Corporation’s stockholders for a vote. Assuming the exchange of 100% of the Old Notes for the New Notes and the New Preferred Stock, the New Preferred Stock issued will consist of approximately 68.3 million shares having an aggregate liquidation preference of approximately $95.6 billion and representing approximately 91.1% of the aggregate voting power of the Corporation’s capital stock generally entitled to vote on matters presented to the Corporation’s stockholders.








(2)		Holders will receive the U.S. dollar value of the stated amount.

Delaware Funding Outstanding Notes


				Principal Amount of New Notes
				to be Issued per
	Outstanding Principal			USD 1,000 Principal
Title of Old Notes to be Tendered	Amount		CUSIP/ISIN	Amount of Old Notes Tendered
4.65% Notes due July 1, 2010	USD	1,000,000,000	125568AA3/125568AB1	USD 1,000
5.60% Notes due November 2, 2011	USD	487,000,000	125568AE5	USD 1,000
5.20% Notes due June 1, 2015	USD	657,408,000	125568AC9/125568AD7	USD 1,000

The terms of the Exchange Offers are contained in the Offering Memorandum and in related documents incorporated by reference herein as Exhibit T3E.1, T3E.2 and T3E.3.

The Corporation is offering the Series A Notes and/or the New Preferred Stock for exchange with its existing security holders exclusively and solely for outstanding securities of the Corporation. Delaware Funding is offering the Series B Notes for exchange with its existing security holders exclusively and solely for outstanding securities of Delaware Funding. In addition, the Old Notes that will be exchanged in the Exchange Offers for New Notes are guaranteed by the same guarantors as the New Notes. Accordingly, the Exchange Offers are exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the provisions of Section 3(a)(9) thereof.

The solicitation of acceptances from holders of Old Notes of the Plan is being made in reliance on an exemption from the registration requirements of the Securities Act afforded by Section 3(a)(9) thereof and the Applicants expect that any issuance of the New Notes and related guarantees under the Plan will be exempt from registration under the Securities Act by reason of the applicability of Bankruptcy Code Section 1145(a).

No sales of securities of the same class as the New Notes or the guarantees have been or are to be made by any Applicant or by or through an underwriter at or about the same time as the Exchange Offers or solicitation of acceptances of the Plan for which the exemption is claimed. No consideration has been, or is to be given, directly or indirectly, to any person in connection with the transaction, except for the customary payments to be made in respect of preparation, printing, and mailing of the Offering Memorandum and related documents and the engagement of Financial Balloting Group LLC as Exchange Agent and Voting Agent and D.F. King & Co. as Information Agent for the Exchange Offers and the Plan. No holder of the outstanding securities has made or will be requested to make any cash payment to any Applicant in connection with the Exchange Offers or solicitation of acceptances of the Plan.

AFFILIATIONS

Affiliates.

The following is a list of entities that may be deemed affiliates of each of the Applicants as of the date of this Application. If the Plan is consummated, then, except with respect to any new affiliates that may result from effectuating the Plan with the persons who are then holders of the Old Notes, the affiliations described in this Item 3 remain the same. The voting securities of each of these entities are owned 100% by its immediate parent unless otherwise indicated. Where an immediate parent owns less than 100% of the stock of its subsidiary, the remainder of the stock is owned by unaffiliated third parties, unless otherwise indicated.


		Jurisdiction of
Name Of Company		Organization
1143986 Ontario Limited (67)		Can-Ont
1243029 Ontario Inc. (67)		Can-Ont
1244771 Ontario Limited (86)		Can-Ont
1309673 Ontario Limited (69)		Can-Ont
1641964 Ontario Limited (67)		Can-Ont
3068234 Canada Inc. (71)		Canada
3918041 Canada Inc. (67)		Canada
505 CLO I Ltd. (25)		Cayman Islands
505 CLO II Ltd. (25)		Cayman Islands
505 CLO III Ltd. (25)		Cayman Islands
505 CLO IV Ltd. (25)		Cayman Islands
544211 Alberta Ltd. (67)		Can-Alb
555565 Alberta Ltd. (67)		Can-Alb
555566 Alberta Ltd. (67)		Can-Alb
991102 Alberta Ltd. (67)		Can-Alb
991122 Alberta Ltd. (81)		Can-Alb
Adams Capital Limited (75)		Barbados
Aireal Technologies of Harrisburg, LLC (105)		U.S.-DE
AlphaGen Power LLC (33)		U.S.-DE
Arrendadora Capita Corporation, S.A. de C.V. (93)		Mexico
ATMOR Properties Inc. (102)		U.S.-DE
Avion Capital Limited (62)		Ireland
Baffin Shipping Co., Inc. (20)		U.S.-DE
Balfour Capital Inc. (77)		Canada
Banco Commercial Investment Trust do Brasil S.A. — Banco Múltiplo (89)		Brazil
Barrow Capital Limited (75)		Barbados
Broad River OL-1 LLC (114)		U.S.-DE


		Jurisdiction of
Name Of Company		Organization
Broad River OL-2 LLC (117)		U.S.-DE
Broad River OL-3 LLC (120)		U.S.-DE
Broad River OL-4 LLC (123)		U.S.-DE
BRSP, LLC (105)		U.S.-DE
BRT Colt LLC (105)		U.S.-DE
Bunga Bebaru, Ltd. (20)		Bermuda
C.I.T. Foreign Sales Corporation One, Ltd. (37)		Barbados
C.I.T. Leasing Corporation (23)		U.S.-DE
Canadian Income Partners I LP (78)		Can-Alb
Canadian Income Partners II LP (79)		Can-Alb
Canadian Income Partners III LP (80)		Can-Alb
Capita Canadian Trust (1)		Canada
Capita Colombia Holdings Corp. (89)		U.S.-DE
Capita Corporation (83)		U.S.-DE
Capita Funding de Mexico, S.A. de C.V. (93)		Mexico
Capita International L.L.C. (89)		U.S.-DE
Capita Preferred Trust (1)		U.S.-DE
Capita Premium Corporation (89)		U.S.-DE
Capita Servicios S.A. de C.V. (94)		Mexico
Capital Partners Fund I (68)		Can-Ont
Capital Syndication Corporation (89)		U.S.-DE
CCG Trust Corporation (76)		Barbados
Centennial Aviation (Bermuda), Ltd. I (39)		Bermuda
Centennial Aviation (France) 1, Sarl (39)		France
Centennial Aviation (France) 2, Sarl (39)		France
Centennial Aviation (Ireland) 1, Limited (46)		Ireland
Centennial Aviation (Ireland) 6, Limited (46)		Ireland
Centennial Aviation (Ireland) 7, Ltd. (46)		Ireland
CFHE Funding Company LLC (11)		U.S.-DE
Chessman S.a.r.l. (1)		Luxembourg
CIT (France) S.A. (50)		France
CIT (France) SAS (51)		France
CIT (PL) Limited (58)		U.K.
CIT (UK) Unit Investment Holdings LLC (105)		U.S.-DE
CIT Aerospace (Australia) Pty Ltd. (52)		Australia
CIT Aerospace Asia Pte Ltd. (46)		Singapore
CIT Aerospace International (45)		Ireland
CIT Aerospace International (Aruba) A.V.V. (46)		Aruba
CIT Aerospace International (Australia) Pty Ltd. (46)		Australia
CIT Aerospace International Leasing II (46)		Ireland
CIT Aerospace Sweden AB (46)		Sweden
CIT Aerospace, Belgium Sprl (46)		Belgium
CIT Asset Finance (UK) Limited (57)		U.K.
CIT Asset Management LLC (103)		U.S.-DE
CIT Aviation Finance I (France) Sarl (47)		France
CIT Aviation Finance I (Ireland) Limited (47)		Ireland
CIT Aviation Finance I (UK) Ltd. (47)		U.K.
CIT Aviation Finance I Ltd. (44)		Bermuda
CIT Aviation Finance II (France) Sarl (48)		France
CIT Aviation Finance II (Ireland) Limited (48)		Ireland
CIT Aviation Finance II (UK) Ltd. (48)		U.K.
CIT Aviation Finance II Ltd. (44)		Bermuda
CIT Aviation Note Purchasing Ltd. (43)		Bermuda
CIT Bank (1)		U.S.-UT
CIT Bank Limited (9)		U.K.
CIT Blue Water Haas Drive, LLC (102)		U.S.-MI
CIT Brisk Winds Aircraft Leasing, Limited (63)		Ireland
CIT Broad River LLC (105)		U.S.-DE
CIT Business Credit Canada Inc. (67)		Canada
CIT Canada Equip REC Trust (1)		Canada
CIT Canada Funding ULC (67)		Can-Alb
CIT Canadian Funding Trust (1)		Canada
CIT Capita Colombia S.A Compañía de Financiamiento Comercial (93)		Colombia
CIT Capital Aviation (UK) Limited (46)		U.K.
CIT Capital Finance (Ireland) Limited (39)		Ireland
CIT Capital Finance (UK) Limited (55)		U.K.
CIT Capital Funding Inc. (20)		U.S.-DE


		Jurisdiction of
Name Of Company		Organization
CIT Capital Securities LLC (105)		U.S.-DE
CIT Capital Trust I (1)		U.S.-DE
CIT Capital USA Inc. (83)		U.S.-DE
CIT Cayman Blue Lagoon Leasing, Ltd. (37)		Cayman Island
CIT Cayman Coconut Palm Leasing, Ltd. (16)		Cayman Island
CIT Cayman Sandy Keys Leasing, Ltd. (46)		Cayman Island
CIT China 12, Inc. (20)		U.S.-DE
CIT China 13, Inc. (20)		U.S.-DE
CIT China 2, Inc. (20)		U.S.-DE
CIT China 3, Inc. (20)		U.S.-DE
CIT China 6, Inc. (20)		U.S.-DE
CIT China 7, Inc. (20)		U.S.-DE
CIT CLO Holding Corporation (1)		U.S.-DE
CIT CLO Holdings II, Ltd. (20)		Cayman Islands
CIT CLO Holdings, Ltd. (20)		Cayman Islands
CIT Commercial (UK) Limited (57)		U.K.
CIT Commercial Real Estate Brokerage LLC (105)		U.S.-DE
CIT Commercial Services (Europe) GmbH (60)		Germany
CIT Commercial Services-Pan Pacific, Ltd. (20)		U.S.-DE
CIT Communications Finance Corporation (89)		U.S.-DE
CIT CRE LLC (39)		U.S.-DE
CIT Credit Finance Corp. (20)		U.S.-DE
CIT Credit Group USA Inc. (64)		U.S.-DE
CIT Credit Pty Limited (52)		Australia
CIT DCC Inc. (83)		U.S.-DE
CIT Destin White Sands Aircraft Leasing, Inc. (38)		U.S.-DE
CIT DFS Inc. (83)		U.S.-DE
CIT DPA Trust II (1)		U.S.-DE
CIT Education Loan Trust 2005-1 (4)		U.S.-DE
CIT Education Loan Trust 2007-1 (4)		U.S.-DE
CIT Education Loan Trust 2008-BBC (6)		U.S.-DE
CIT Education Loan Trust 2009-1 (8)		U.S.-DE
CIT Emerald Isle Leasing, Limited (62)		Ireland
CIT Equipment Finance (UK) Limited (57)		U.K.
CIT Equipment Trust VFC Series II (1)		U.S.-DE
CIT Equipment Trust VFC Series III (1)		U.S.-DE
CIT Equipment Trust VFC Series V (99)		U.S.-DE
CIT Finance & Leasing Corporation (89)		China (PRC)
CIT Finance No. 1 (Ireland) Limited (62)		Ireland
CIT Finance No. 2 (Ireland) Limited (62)		Ireland
CIT Financial (Alberta) ULC (67)		Can-Alb
CIT Financial (Barbados) Srl (65)		Barbados
CIT Financial (Bermuda) Limited (1)		Bermuda
CIT Financial (Hong Kong) Limited (1)		Hong Kong
CIT Financial (Korea) Ltd. (50)		Korea
CIT Financial de Puerto Rico, Inc. (89)		Puerto Rico
CIT Financial II (Barbados) Srl (64)		Barbados
CIT Financial Ltd. (66)		Can-Ont
CIT Financial Ltd. of Puerto Rico (91)		U.S.-DE
CIT Financial USA, Inc. (89)		U.S.-DE
CIT FSC Eight, Ltd. (39)		Bermuda
CIT FSC Eighteen, Ltd. (20)		Bermuda
CIT FSC Four, Ltd. (37)		Bermuda
CIT FSC Nine, Ltd. (37)		Bermuda
CIT FSC Nineteen, Ltd. (20)		Bermuda
CIT FSC Six, Ltd. (39)		Bermuda
CIT FSC Sixteen, Ltd. (20)		Bermuda
CIT FSC Ten, Ltd. (37)		Bermuda
CIT FSC Thirty, Ltd. (37)		Bermuda
CIT FSC Three, Ltd. (37)		Bermuda
CIT FSC Twelve, Ltd. (20)		Bermuda
CIT FSC Twenty, Ltd. (39)		Bermuda
CIT FSC Twenty-Eight, Ltd. (37)		Bermuda
CIT FSC Twenty-Five, Ltd. (37)		Bermuda
CIT FSC Twenty-Four, Ltd. (37)		Bermuda
CIT FSC Twenty-Nine, Ltd. (37)		Bermuda
CIT FSC Twenty-One, Ltd. (37)		Bermuda


		Jurisdiction of
Name Of Company		Organization
CIT FSC Twenty-Seven, Ltd. (37)		Bermuda
CIT FSC Twenty-Six, Ltd. (37)		Bermuda
CIT FSC Twenty-Three, Ltd. (37)		Bermuda
CIT FSC Twenty-Two, Ltd. (37)		Bermuda
CIT FSC Two, Ltd. (37)		Bermuda
CIT Funding (Barbados) Srl (45)		Barbados
CIT Funding (Ireland) Limited		Ireland
CIT Funding (Nederland) B.V. (45)		Netherlands
CIT Funding Company II, LLC (97)		U.S.-DE
CIT Funding Company III, LLC (97)		U.S.-DE
CIT Funding Company IV, LLC (95)		U.S.-DE
CIT Funding Company V, LLC (97)		U.S.-DE
CIT Funding Company VI, LLC (20)		U.S.-DE
CIT Funding Company VII, LLC (20)		U.S.-DE
CIT Funding Company VIII, LLC (97)		U.S.-DE
CIT Funding Company, LLC (97)		U.S.-DE
CIT Funding Pty Limited (52)		Australia
CIT Funds LLC (105)		U.S.-DE
CIT Global Vendor Services S.A. (92)		Colombia
CIT Group (Australia) Limited (50)		Australia
CIT Group (Austria) GmbH (50)		Austria
CIT Group (Belgium) NV (50)		Belgium
CIT Group (Germany) GmbH (14)		Germany
CIT Group (Hungary) Ltd. (1)		Hungary
CIT Group (Nederland) B.V. (54)		Netherlands
CIT Group (New Zealand) Limited (1)		New Zealand
CIT Group (NFL) Limited (55)		U.K.
CIT Group (NJ) LLC (1)		U.S.-DE
CIT Group (Nordic) AB (50)		Sweden
CIT Group (Portugal) — Renting, Lda. (61)		Portugal
CIT Group (Singapore) Pte Ltd. (50)		Singapore
CIT Group (Switzerland) AG (50)		Switzerland
CIT Group (Taiwan) Limited (1)		Taiwan
CIT Group (UK) Funding Public Limited Company (55)		U.K.
CIT Group (UK) Limited (55)		U.K.
CIT Group (UK) Property Limited (55)		U.K.
CIT Group (UK) Services Limited (56)		U.K.
CIT Group (UK) Vendor Services Limited (55)		U.K.
CIT Group Beteiligungs (Germany) AG (50)		Germany
CIT Group Capital Finance (Singapore) Pte Ltd. (39)		Singapore
CIT Group Finance (Ireland) (18)		Ireland
CIT Group Financial (Ireland) Limited (19)		Ireland
CIT Group Funding Company of Delaware LLC (39)		U.S.-DE
CIT Group Holding (Germany) GmbH (54)		Germany
CIT Group Holdings (UK) Limited (54)		U.K.
CIT Group Holdings BV (50)		Netherlands
CIT Group Italy S.p.A. (54)		Italy
CIT Group Location (France) SAS (54)		France
CIT Group Securities (Canada) Inc. (70)		Can-Ont
CIT Group SF Holding Co., Inc. (1)		U.S.-DE
CIT Healthcare LLC (20)		U.S.-DE
CIT Holdings (Barbados) Srl (64)		Barbados
CIT Holdings (Ireland) Limited (50)		Ireland
CIT Holdings (No. 2) Ireland (1)		Ireland
CIT Holdings B.V. (49)		Netherlands
CIT Holdings Canada ULC (43)		Can-Alb
CIT Holdings, LLC (39)		U.S.-DE
CIT Home Lending Securitization Company, LLC (11)		U.S.-DE
CIT Industrial Finance (UK) Limited (58)		U.K.
CIT Industrie Bank (Germany) GmbH (9)		Germany
CIT Industrie Leasing (Germany) GmbH (10)		Germany
CIT Insurance Agency, Inc. (1)		U.S.-DE
CIT International (Malaysia) Sdn. Bhd. (59)		Malaysia
CIT Lease Holdings Limited (55)		U.K.
CIT Leasing (Bermuda) Ltd. (46)		Bermuda
CIT Leasing (Germany) GmbH (60)		Germany
CIT Leasing Chile Ltda. (89)		Chile


		Jurisdiction of
Name Of Company		Organization
CIT Leasing De Argentina Srl (90)		Argentina
CIT Lending Services Corporation (89)		U.S.-DE
CIT Lending Services Corporation (Illinois) (20)		U.S.-DE
CIT Loan Corporation (1)		U.S.-DE
CIT Lodi LLC (105)		U.S.-DE
CIT Luxembourg Cobblestone Leasing S.a.r.l. (14)		Luxembourg
CIT Luxembourg S.a.r.l. (15)		Luxembourg
CIT Malaysia One, Inc. (46)		Malaysia (Labuan)
CIT Malaysia Two, Inc. (39)		Malaysia (Labuan)
CIT Marquis Williamsburg RE Holding LLC (102)		U.S.-DE
CIT Mezzanine Partners of Canada Limited (67)		Canada
CIT Middle Market Funding Company, LLC (113)		U.S.-DE
CIT Middle Market Holdings, LLC (102)		U.S.-DE
CIT Middle Market Loan Partnership Trust I (trust) (27)		U.S.-DE
CIT Middle Market Loan Partnership Trust II (trust) (26)		U.S.-DE
CIT Middle Market Loan Partnership Trust III (trust) (28)		U.S.-DE
CIT Middle Market Loan Trust I (trust) (30)		U.S.-DE
CIT Middle Market Loan Trust II (trust) (29)		U.S.-DE
CIT Middle Market Loan Trust III (trust) (31)		U.S.-DE
CIT Millbury Inc. (105)		U.S.-DE
CIT Peakers LLC (91)		U.S.-DE
CIT Programme Management (UK) Limited (58)		U.K.
CIT Project Finance CBO I, LLC (107)		U.S.-DE
CIT Project Finance Manager, L.L.C. (105)		U.S.-DE
CIT Project Finance, L.L.C. (106)		U.S.-DE
CIT Rail Leasing Trust I (1)		U.S.-DE
CIT Real Estate Holding Corporation (20)		U.S.-DE
CIT Realty LLC (20)		U.S.-DE
CIT SBL 2008-1, Ltd. (100)		Cayman Islands
CIT SBL Holdings, Ltd. (89)		Cayman Islands
CIT SBL Property Holdings Corporation (101)		U.S.-DE
CIT SLX Issuer Holdings, Ltd. (7)		Cayman Islands
CIT SLX Residual Holdings, Ltd. (6)		Cayman Islands
CIT Small Business Lending Corporation (89)		U.S.-DE
CIT Small Business Loan Trust 2008-1 (trust) (101)		U.S.-DE
CIT Subordinated Debt Fund (II) Limited (82)		Canada
CIT Subordinated Debt Fund (III) Limited (82)		Canada
CIT Technologies Corporation (102)		U.S.-MI
CIT Technology Finance (Germany) GmbH (58)		Germany
CIT Technology Financing Services I LLC (103)		U.S.-DE
CIT Technology Financing Services II LLC (103)		U.S.-DE
CIT Technology Financing Services, Inc. (102)		U.S.-MA
CIT Transportation Holdings B.V. (42)		Netherlands
CIT Vendor Finance (UK) Limited (55)		U.K.
CIT Vendor Finance Japan K.K. (1)		Japan
CIT Vendor Finance Trust 2009 (97)		U.S.-DE
CLM VII LLC (105)		U.S.-DE
CLM VIII LLC (105)		U.S.-DE
CMS Funding Company LLC (37)		U.S.-DE
Corporacion Financiera Atlas, S.A. (24)		Mexico
Cummins Capital Limited (75)		Barbados
Dell Financial Services Canada Limited (67)		Can-Ont
Durham Capital Limited (75)		Barbados
Edgeview Partners LLC (20)		U.S.-NC
Education Fund RSC IV (1)		U.S.
Education Funding Capital I, LLC (3)		U.S.-DE
Education Funding Capital Trust — II (4)		U.S.-DE
Education Funding Capital Trust — III (4)		U.S.-DE
Education Funding Capital Trust — IV (4)		U.S.-DE
Education Funding Resources II, LLC (3)		U.S.-DE
Education Funding Resources III, LLC (6)		U.S.-DE
Education Funding Resources, LLC (5)		U.S.-DE
Education Lending Services, Inc. (2)		U.S.-DE
Education Loan Servicing Corporation (2)		U.S.-DE
Emerald Funding (Netherlands) C.V. (41)		Netherlands
Emerald Funding (No. 2) C.V. (41)		Netherlands
Emerald Funding (No. 3) C.V. (41)		Netherlands


		Jurisdiction of
Name Of Company		Organization
Emerald Holdings C.V. (40)		Netherlands
Equipment Acceptance Corporation (12)		U.S.-DE
Equipment Protection Services (Europe) Limited (1)		Ireland
Equipment Rental Billing Services Pty Ltd. (52)		Australia
ERF Leasing Limited (56)		U.K.
Erie Capital Limited (75)		Barbados
Essex Capital Limited (75)		Barbados
FH Transaction Corp. (36)		U.S.-DE
Flex Asset Management Corporation (34)		U.S.-DE
Flex Holdings, LLC (35)		U.S.-DE
Flex Leasing Corporation (20)		U.S.-DE
Flex Leasing I, LLC (36)		U.S.-DE
Flex Leasing II, LLC (34)		U.S.-DE
Flex Mexico Corp. (34)		U.S.-DE
Flugzeug Limited (19)		Ireland
Franchise Portfolio 1, Inc. (20)		U.S.-DE
Franchise Portfolio 2, Inc. (20)		U.S.-DE
Frontenac Capital Limited (75)		Barbados
GFSC Aircraft Acquisition Financing Corporation (1)		U.S.-DE
Graybar Financial Services, LLC (104)		U.S.-DE
Grey Capital Limited (75)		Barbados
Groupe Financier Laplante (1997) Inc. (71)		Canada
Hastings Transition Company, Inc. (102)		U.S.-DE
Highlands Insurance Company Limited (96)		Barbados
HNZF Pty Limited (17)		New Zealand
Hudson Shipping Co., Inc. (1)		U.S.-DE
Hunter Leasing Limited (52)		Australia
Image Financial Services Inc. (72)		Canada
Ironbridge Capital Limited (75)		Barbados
Jam Funding Corp. (97)		U.S.-DE
Memphis Peaking Power LLC (105)		U.S.-DE
Millenium Leasing Company I, LLC (105)		U.S.-DE
Millennium Leasing Company II LLC (112)		U.S.-DE
Montana OL1 LLC (109)		U.S.-DE
Montana OP1 LLC (108)		U.S.-DE
Montana OPCM1A LLC (105)		U.S.-DE
Montana OPCM1B LLC (105)		U.S.-DE
MultiGen LLC (32)		U.S.-DE
Namekeepers LLC (20)		U.S.-DE
NCT Capital Inc. (83)		U.S.-DE
NCT Receivables LLC (102)		U.S.-DE
New Broad River, LLC (110)		U.S.-DE
New Creditcorp SPC LLC (88)		U.S.-DE
Newcourt Common Holdings LLC (105)		U.S.-DE
Newcourt Financial (Australia) Pty Limited (53)		Australia
Newcourt Financial CIS, LLC (1)		Russia
Newcourt Financial España S.A. (54)		Spain
Newcourt Financial Polska Sp. zo.o (1)		Poland
Nobrega Gas Storage LLC (87)		U.S.-DE
North American Exchange, Inc. (1)		U.S.-DE
North Romeo Storage Corporation (83)		U.S.-DE
Owner-Operator Finance Company (97)		U.S.-DE
Pasadena Owner Participant LP (85)		U.S.-DE
RockGen OL-1 LLC (115)		U.S.-DE
RockGen OL-2 LLC (118)		U.S.-DE
RockGen OL-3 LLC (121)		U.S.-DE
RockGen OL-4 LLC (124)		U.S.-DE
SBR OP-1, LLC (105)		U.S.-DE
SBR OP-2, LLC (105)		U.S.-DE
SBR OP-3, LLC (105)		U.S.-DE
SBR OP-4, LLC (105)		U.S.-DE
SE Holdco Inc. (67)		Can-Ont
Snap-On Credit LLC (84)		U.S.-DE
South Point OL-1 LLC (116)		U.S.-DE
South Point OL-2 LLC (119)		U.S.-DE
South Point OL-3 LLC (122)		U.S.-DE
South Point OL-4 LLC (125)		U.S.-DE


		Jurisdiction of
Name Of Company		Organization
Sovereign AC, LLC (98)		U.S.-DE
Sovereign ACII, LLC (98)		U.S.-DE
Sovereign BP, LLC (98)		U.S.-DE
Sovereign BW, LLC (98)		U.S.-DE
Sovereign FT, LLC (98)		U.S.-DE
Sovereign JCS, LLC (98)		U.S.-DE
Sovereign JCSII, LLC (98)		U.S.-DE
Sovereign JO, LLC (98)		U.S.-DE
Sovereign LS, LLC (98)		U.S.-DE
Sovereign LSII, LLC (98)		U.S.-DE
Sovereign LSIII, LLC (98)		U.S.-DE
Sovereign SP, LLC (98)		U.S.-DE
Sovereign Ventures NNN, LLC (22)		U.S.-DE
Sovereign WW, LLC (98)		U.S.-DE
Sovereign WWII, LLC (98)		U.S.-DE
Student Loan Xpress Foundation (2)		U.S.-OH
Student Loan Xpress, Inc. (1)		U.S.-DE
SW Holding Corp. (105)		U.S.-DE
TCC Attala OL LLC (126)		U.S.-DE
TCC Attala OP LLC (105)		U.S.-DE
The Capita Corporation de Mexico S.A. de C.V., SOFOM, E.N.R. (93)		Mexico
The Capita Corporation do Brasil Ltda. (89)		Brazil
The CIT GP Corporation (1)		U.S.-IL
The CIT GP Corporation II (1)		U.S.-DE
The CIT GP Corporation III (1)		U.S.-DE
The CIT GP Corporation V (1)		U.S.-DE
The CIT Group Securitization Corporation (1)		U.S.-DE
The CIT Group Securitization Corporation II (1)		U.S.-DE
The CIT Group Securitization Corporation III (1)		U.S.-DE
The CIT Group Securitization Corporation IV (1)		U.S.-DE
The CIT Group/BC Securities Investment, Inc. (21)		U.S.-NJ
The CIT Group/Business Credit, Inc. (20)		U.S.-NY
The CIT Group/Capital Finance, Inc. (1)		U.S.-DE
The CIT Group/Capital Transportation, Inc. (37)		U.S.-DE
The CIT Group/CmS Securities Investment, Inc. (37)		U.S.-NJ
The CIT Group/Commercial Services (Asia), Limited (1)		Hong Kong
The CIT Group/Commercial Services, Inc. (20)		U.S.-NY
The CIT Group/Commercial Services, Inc. (Va.) (37)		U.S.-DE
The CIT Group/Consumer Finance, Inc.(NY) (1)		U.S.-NY
The CIT Group/Consumer Finance, Inc.(TN) (1)		U.S.-DE
The CIT Group/Corporate Aviation, Inc. (20)		U.S.-DE
The CIT Group/Equipment Financing, Inc. (1)		U.S.-DE
The CIT Group/Equity Investments, Inc. (1)		U.S.-NJ
The CIT Group/Factoring One, Inc. (37)		U.S.-NY
The CIT Group/FM Securities Investment, Inc. (1)		U.S.-NJ
The CIT Group/LsC Securities Investment, Inc. (39)		U.S.-NJ
The CIT Group/Securities Investment, Inc. (20)		U.S.-DE
The CIT Group/Venture Capital, Inc. (13)		U.S.-NJ
The Equipment Insurance Company (89)		U.S.-VT
Torontosudden Limited (67)		U.K.
Waste to Energy II LLC (111)		U.S.-DE
Wellington Capital Corporation (74)		Barbados
Western Star Finance, Inc. (83)		U.S.-DE
Worrell Capital Limited (67)		Barbados
Xerox Leasing de Mexico S.R.L. de C.V. (73)		Mexico


(1)		Owned by CIT Group Inc.

(2)		Owned by Student Loan Xpress, Inc.

(3)		Owned by Education Lending Services, Inc.

(4)		Owned by Education Funding Capital I, LLC

(5)		Owned by CIT Bank

(6)		Owned by Education Funding Resources, LLC

(7)		Owned by CIT SLX Residual Holdings, Ltd.


(8)		Owned by CIT SLX Issuer Holdings, Ltd.

(9)		Owned by CIT Group SF Holding Co., Inc.

(10)		Owned by CIT Industrie Bank (Germany) GmbH

(11)		Owned by CIT Loan Corporation

(12)		Owned by The CIT Group/Capital Finance, Inc.

(13)		Owned by The CIT Group/Equity Investments, Inc.

(14)		Owned by Chessman S.a.r.l.

(15)		Joint venture that is 33% owned by Chessman S.a.r.l.

(16)		Owned by CIT Luxembourg Cobblestone Leasing S.a.r.l.

(17)		Owned by CIT Group (New Zealand) Limited

(18)		Owned by CIT Holdings (No. 2) Ireland

(19)		Owned by CIT Group Finance (Ireland)

(20)		Owned by The CIT Group/Equipment Financing, Inc.

(21)		Owned by The CIT Group/Business Credit, Inc.

(22)		Joint venture that is 75% owned by The CIT Group/Equipment Financing, Inc. and managed by Sovereign

(23)		Owned 49% by The CIT Group/Equipment Financing, Inc. and 51% by The CIT Group/Commercial Services, Inc.

(24)		Joint venture that is 30% owned by The CIT Group/Equipment Financing, Inc.

(25)		100% preferred shares owned by CIT CLO Holdings, Ltd. and 100% common shares held by Cayman charity

(26)		Owned 99.97% by 505 CLO IV Ltd. and 0.03% by CIT CLO Holdings, Ltd.

(27)		Owned 99.97% by 505 CLO III Ltd. and 0.03% by CIT CLO Holdings, Ltd.

(28)		Owned 99.97% by 505 CLO II Ltd. and 0.03% by CIT CLO Holdings, Ltd.

(29)		Owned by CIT Middle Market Loan Partnership Trust II

(30)		Owned by CIT Middle Market Loan Partnership Trust I

(31)		Owned by CIT Middle Market Loan Partnership Trust III

(32)		Owned by CIT Capital Funding Inc.

(33)		Owned by MultiGen LLC

(34)		Owned by Flex Leasing Corporation

(35)		72.3% owned by Flex Leasing Corporation

(36)		Owned by Flex Holdings, LLC

(37)		Owned by The CIT Group/Commercial Services, Inc.

(38)		Owned by CIT Cayman Blue Lagoon Leasing, Ltd.

(39)		Owned by C.I.T. Leasing Corporation

(40)		99% partnership interest owned by C.I.T. Leasing Corporation

(41)		99% partnership interest owned by Emerald Holdings C.V.

(42)		100% beneficial interest owned by Emerald Funding (No. 3) C.V. Legal title held by C.I.T. Leasing Corporation

(43)		Owned by CIT Transportation Holdings B.V.

(44)		10% owned by CIT Transportation Holdings B.V.

(45)		Owned by CIT Holdings Canada ULC

(46)		Owned by CIT Aerospace International

(47)		Owned by CIT Aviation Finance I Ltd.

(48)		Owned by CIT Aviation Finance II Ltd.

(49)		100% beneficial interest owned by Emerald Funding (Netherlands) C.V. Legal title held by C.I.T.
		Leasing Corporation

(50)		Owned by CIT Holdings B.V.

(51)		Owned by CIT (France) S.A.

(52)		Owned by CIT Group (Australia) Limited

(53)		Owned by Hunter Leasing Limited

(54)		Owned by CIT Group Holdings BV.

(55)		Owned by CIT Group Holdings (UK) Limited

(56)		Owned by CIT Group (UK) Limited

(57)		Owned by CIT Vendor Finance (UK) Limited


(58)		Owned by CIT Equipment Finance (UK) Limited

(59)		Owned by CIT Group (Singapore) Pte Ltd.

(60)		Owned by CIT Group Holding (Germany) GmbH

(61)		Owned by CIT Group (Nederland) B.V.

(62)		Owned by CIT Holdings (Ireland) Limited

(63)		Owned by CIT Emerald Isle Leasing, Limited

(64)		Owned by CIT Holdings, LLC

(65)		Owned by CIT Holdings (Barbados) SRL

(66)		Owned by CIT Financial (Barbados) Srl

(67)		Owned by CIT Financial Ltd.

(68)		99% owned by CIT Financial Ltd. and 1% owned by the general partner of 1243029 Ontario Inc.

(69)		Owned by Capital Partners Fund I. Shares held by 1243029 Ontario Inc. on behalf of Capital Partners Fund I

(70)		63.5% owned by CIT Financial Ltd.

(71)		Joint venture that is 50% owned by CIT Financial Ltd.

(72)		50% owned by CIT Financial Ltd.

(73)		55% owned by Arrendadora Capita Corporation, S.A. de C.V.

(74)		Owned by Worrell Capital Limited

(75)		Owned by CIT Group Securities (Canada) Inc.

(76)		Owned by Adams Capital Limited

(77)		40% equity interest owned by 3918041 Canada Inc.

(78)		Owned by 544211 Alberta Ltd.

(79)		Owned by 555565 Alberta Ltd.

(80)		Owned by 555566 Alberta Ltd.

(81)		Owned by 991102 Alberta Ltd.

(82)		0.01% owned by CIT Mezzanine Partners of Canada Limited

(83)		Owned by CIT Credit Group USA Inc.

(84)		Joint venture that is 50% Owned by CIT Credit Group USA Inc.

(85)		Owned by NCT Capital Inc.

(86)		Owned by North Romeo Storage Corporation

(87)		Owned by 1244771 Ontario Limited

(88)		Owned by Snap-On Credit LLC

(89)		Owned by Capita Corporation

(90)		90% owned by Capita Corporation and 10% owned by CIT Financial USA, Inc.

(91)		Owned by CIT Communications Finance Corporation

(92)		Owned by Capita Colombia Holdings Corp.

(93)		Owned by Capita International L.L.C.

(94)		Owned by Arrendadora Capita Corporation, S.A. de C.V.

(95)		Owned by CIT Small Business Lending Corporation

(96)		Owned by The Equipment Insurance Company

(97)		Owned by CIT Financial USA, Inc.

(98)		Owned and managed by Sovereign Ventures NNN, LLC

(99)		Owned by CIT Funding Company VIII, LLC

(100)		100% preferred shares held by CIT SBL Holdings, Ltd. and 100% ordinary shares held by Cayman charity

(101)		Owned by CIT SBL 2008-1, Ltd.

(102)		Owned by CIT Lending Services Corporation

(103)		Owned by CIT Technology Financing Services, Inc.

(104)		Joint venture that is 75% owned by CIT Technology Financing Services, Inc.

(105)		Owned by CIT Capital USA Inc.

(106)		Joint venture that is 33% owned by CIT Project Finance Manager, L.L.C.

(107)		Owned by CIT Project Finance, L.L.C

(108)		Owned by Montana OPCM1A LLC


(109)		Owned by Montana OP1 LLC

(110)		Joint venture that is 50% owned by CIT Broad River LLC

(111)		Joint venture that is 50% owned by CIT Millbury Inc.

(112)		Owned by Millenium Leasing Company I, LLC

(113)		Owned by CIT Middle Market Holdings, LLC

(114)		Owned by SBR OP-1, LLC

(115)		Owned by Broad River OL-1 LLC

(116)		Owned by RockGen OL-1 LLC

(117)		Owned by SBR OP-2, LLC

(118)		Owned by Broad River OL-2 LLC

(119)		Owned by RockGen OL-2 LLC

(120)		Owned by SBR OP-3, LLC

(121)		Owned by Broad River OL-3 LLC

(122)		Owned by RockGen OL-3 LLC

(123)		Owned by SBR OP-4, LLC

(124)		Owned by Broad River OL-4 LLC

(125)		Owned by RockGen OL-4 LLC

(126)		Owned by TCC Attala OP LLC

MANAGEMENT AND CONTROL

Directors and Executive Officers.

(a)

The Corporation.

The following table lists the names and offices held by all directors and executive officers of the Corporation as of the date of this Application for Qualification (this “Application”). The mailing address for each of the individuals listed in the following table is c/o CIT Group Inc., 505 Fifth Avenue, New York, New York 10017.


Name		Office
Jeffrey M. Peek		Chairman of the Board of Directors and Chief Executive Officer
Michael A. Carpenter		Director
William M. Freeman		Director
Susan M. Lyne		Director
Marianne Miller Parrs		Director
John R. Ryan		Director
Christopher H. Shays		Director
Seymour Sternberg		Director
Peter J. Tobin		Director
Lois M. Van Deusen		Director
Usama Ashraf		Senior Vice President — Treasury, Assistant Treasurer
Michael Baresich		Executive Vice President and Global Chief Information Officer
Kathleen A. Beck		Vice President — Treasury
Kenneth A. Brause		Executive Vice President — Investor Relations
Barbara Callahan		Senior Vice President, Assistant Treasurer
Mark A. Carlson		Senior Vice President, Assistant Treasurer
Keith Cheses		Vice President, BSA/AML Officer
James J. Duffy		Executive Vice President — Human Resources
Umar Farooq		Executive Vice President — Corporate Strategy and Chief Sales Officer
Nancy J. Foster		Executive Vice President and Chief Risk Officer
Kelley J. Gipson		Executive Vice President — Brand Marketing and Communications
Christopher J. Grimes		Senior Vice President — Head of Enterprise Risk Management
William Hopf		Senior Vice President — Human Resources
Robert J. Ingato		Executive Vice President, General Counsel and Secretary


Name		Office
Nicole L. Kelsey		Senior Vice President and Chief Counsel, Corporate Development
Stephen Klimas		Senior Vice President — Investor Relations
Joseph M. Leone		Vice Chairman and Chief Financial Officer
Jonathan Macey		Senior Vice President and Acting Controller
Michael Magee		Executive Vice President — Tax
Eric S. Mandelbaum		Senior Vice President, Deputy General Counsel and Assistant Secretary
Alexander T. Mason		President and Chief Operating Officer
Jacqueline P. McCaulley		Senior Vice President and Interim Director of Internal Audit
Michael J. McConnell		Vice President — Treasury
Larraine A. Milazzo		Senior Vice President — Corporate Insurance
Deborah Reperowitz		Senior Vice President, Chief Counsel, Litigation and Preventative Law
Suzanne Ridgway		Vice President, OFAC Officer
James P. Shanahan		Senior Vice President, Chief Compliance Officer and Assistant Secretary
John P. Sirico		Vice President, Associate General Counsel and Assistant Secretary
Edward K. Sperling		Senior Vice President
Glenn A. Votek		Executive Vice President and Treasurer

(b)

Delaware Funding.

The following table lists the names and offices held by all directors and executive officers of Delaware Funding as of the date of this Application. The mailing address for each of the individuals listed in the following table is c/o CIT Group Funding Company of Delaware LLC, 1 CIT Drive, Livingston, NJ 07039.


Name		Office
Kathleen A. Beck		Vice President — Corporate Treasury
Barbara Callahan		Senior Vice President — Corporate Treasury and Assistant Treasurer
Mark A. Carlson		Senior Vice President — Corporate Treasury and Assistant Treasurer
Robert J. Ingato		Executive Vice President and Assistant Secretary
Michael C. Magee		Executive Vice President
Eric S. Mandelbaum		Manager, Senior Vice President and Secretary
Kathleen Nassaney		Vice President
Frank Riepl		Vice President
Kathleen M. Sawka		Assistant Vice President — Corporate Treasury
Linda M. Seufert		Assistant Secretary
Glenn A. Votek		Manager, Executive Vice President — Corporate Treasury and Treasurer

(c)

Guarantors.

The following table lists the names and offices held by all directors and executive officers of each of the Guarantors as of the date of this Application. The mailing address for each of the individuals listed in the following table is c/o CIT Group Inc., 505 Fifth Avenue, New York, New York 10017.


Guarantor	Name and Office
Baffin Shipping Co., Inc.	Robert J. Ingato	Director
	Glenn A. Votek	Director
	Eric S. Mandelbaum	Director
	George D. Cashman	President
	C. Jeffrey Knittel	President
	Anthony Diaz	Executive Vice President


Guarantor	Name and Office
	Robert J. Ingato	Executive Vice President & Assistant Secretary
	Glenn A. Votek	Executive Vice President – Corporate Treasury & Treasurer
	Kenneth I. Brown	Senior Vice President
	Mark A. Carlson	Senior Vice President – Corporate Treasury & Assistant Treasurer
	Randy L. Feuerstein	Senior Vice President & Assistant Secretary
	Barbara C. Galaini	Senior Vice President & Controller
	Frank Garcia	Senior Vice President
	Michael C. Magee	Senior Vice President
	Eric S. Mandelbaum	Senior Vice President & Assistant Secretary
	Karen Scowcroft	Senior Vice President & Assistant Secretary
	Stephen C. Serepca	Senior Vice President
	James P. Shanahan	Senior Vice President & Assistant Secretary
	John Shavinsky	Senior Vice President
	Jean B. Stein	Senior Vice President
	Janet Epp-Rosenthal	Director & Assistant Secretary
	Ira Finkelson	Director & Assistant Secretary
	James Thomas Garry	Director
	Charles P. McGrath	Director
	Kathleen Nassaney	Director
	Frank Riepl	Director
	Stephen C. Rosenberger	Director
	Kathleen A. Beck	Vice President – Corporate Treasury
	Matthew G. Beirne	Vice President
	Lars R. Durban	Vice President
	Mark L. Ebanks	Vice President
	Nancy A. Nardella	Vice President
	Richard J. O’Neill	Vice President
	Kathleen M. Park	Vice President
	Stuart Schwartzberg	Vice President
	Catherine A. Stiglich	Vice President
	Jennifer I. Villa	Vice President

C.I.T. Leasing Corporation	Robert J. Ingato	Director
	Eric S. Mandelbaum	Director
	Glenn A. Votek	Director
	C. Jeffrey Knittel	President
	George D. Cashman	Executive Vice President
	Peter Connolly	Executive Vice President
	Anthony Diaz	Executive Vice President
	Robert J. Ingato	Executive Vice President & Assistant Secretary
	Glenn A. Votek	Executive Vice President – Corporate Treasury & Treasurer
	Usama F. Ashraf	Senior Vice President & Assistant Treasurer
	William K. Barrows	Senior Vice President
	Donald Bradley	Senior Vice President
	Kenneth I. Brown	Senior Vice President & Assistant Secretary
	Mark A. Carlson	Senior Vice President – Corporate Treasury
	John Paul Curry	Senior Vice President
	David A. Davis	Senior Vice President
	Dan DiStefano	Senior Vice President
	Randy L. Feuerstein	Senior Vice President & Assistant Secretary
	Barbara C. Galaini	Senior Vice President & Controller
	Frank Garcia	Senior Vice President
	J. Michael Keasling	Senior Vice President
	Nicole L. Kelsey	Senior Vice President & Assistant Secretary
	Mel Kusta	Senior Vice President


Guarantor	Name and Office
	Jeffrey T. Lytle	Senior Vice President
	Michael C. Magee	Senior Vice President
	Eric S. Mandelbaum	Senior Vice President & Secretary
	Barry J. Nohalty	Senior Vice President
	Jean Passalaqua	Senior Vice President
	Nicholas Pastushan	Senior Vice President
	Salvatore V. Riso	Senior Vice President & Assistant Secretary
	Karen Scowcroft	Senior Vice President & Assistant Secretary
	Stephen Z. Serepca	Senior Vice President
	James P. Shanahan	Senior Vice President & Assistant Secretary
	John E. Shavinsky	Senior Vice President
	Carrie Stead	Senior Vice President
	Jean B. Stein	Senior Vice President
	Jeffrey Ulmer	Senior Vice President
	Christopher D. Cantwell	Managing Director
	Thomas G. McNicholas	Managing Director
	Frederick Avila	Director & Assistant Secretary
	Nicholas J. DeFabrizio	Director & Assistant Secretary
	Janet Epp-Rosenthal	Director & Assistant Secretary
	Ira Finkelson	Director & Assistant Secretary
	James Thomas Garry	Director
	Robert F. Jones	Director
	Aaron M. Kitlowski	Director & Assistant Secretary
	James M. Kopack	Director
	Thomas W. Maddi	Director & Assistant Secretary
	Charles P. McGrath	Director
	Kathleen Nassaney	Director – Tax
	David S. Orner	Director
	Carol T. Pelkowski	Director
	Gerard T. Perry	Director
	Frank Riepl	Director – Tax
	Stephen C. Rosenberger	Director
	David E. Singer	Director and Assistant Secretary
	John P. Sirico, II	Director and Assistant Secretary
	Amy B. Smith	Director
	Jorge S. Wagner	Director & Assistant Secretary
	Greg D. Wheeless	Director
	Oliver T. Althoff	Vice President
	Kathleen A. Beck	Vice President – Corporate Treasury
	Matthew G. Beirne	Vice President
	Neil W. Burgess	Vice President
	Daniel A. Burnett	Vice President
	Michael J. Calabucci	Vice President
	Adam E. Conrad	Vice President
	John E. Donohue	Vice President
	Lars R. Durban	Vice President
	Mark L. Ebanks	Vice President
	Matthew A. Franko	Vice President
	John P. Glynn	Vice President
	Angela Harmon	Vice President
	Alejandro Henriquez	Vice President
	John P. Heskin	Vice President
	Randal G. Houk	Vice President
	Daniel L. Kisner	Vice President
	William F. Lyness	Vice President
	Pamela A. Mac	Vice President
	James B. McClelland	Vice President
	John J. Morabito	Vice President


Guarantor	Name and Office
	Nancy A. Nardella	Vice President
	Craig T. Newlun	Vice President
	Steven J. Nielsen	Vice President
	Richard J. O’Neill	Vice President
	Kathleen M. Park	Vice President
	Thomas H. Petersen	Vice President
	Gregory S. Rehders	Vice President
	Antares Reis	Vice President
	Stuart Schwartzberg	Vice President
	Nitin Sharma	Vice President
	Catherine A. Stiglich	Vice President
	George E. Sullivan	Vice President
	Laurence Vigeant-Langlois	Vice President
	Jennifer I. Villa	Vice President
	Scott E. Waltman	Vice President
	Andrea Zana	Vice President

Capita Colombia Holdings Corp.	Robert J. Ingato	Director
	Glenn A. Votek	Director
	Eric S. Mandelbaum	Director
	Ron G. Arrington	President
	Robert J. Ingato	Executive Vice President & Assistant Secretary
	Glenn A. Votek	Executive Vice President – Corporate Treasury & Treasurer
	Mark A. Carlson	Senior Vice President – Corporate Treasury & Assistant Treasurer
	Frank Garcia	Senior Vice President
	Michael C. Magee	Senior Vice President
	Eric S. Mandelbaum	Senior Vice President & Secretary
	James P. Shanahan	Senior Vice President & Assistant Secretary
	Fernando L. Fiore	Managing Director
	Kathleen Nassaney	Director – Tax
	Frank Riepl	Director– Tax
	Kathleen A. Beck	Vice President – Corporate Treasury

Capita Corporation	Robert J. Ingato	Director
	Glenn A. Votek	Director
	Eric S. Mandelbaum	Director
	James L. Hudak	President
	C. Jeffrey Knittel	President
	Anthony Diaz	Executive Vice President
	Robert J. Ingato	Executive Vice President & Assistant Secretary
	Glenn A. Votek	Executive Vice President – Corporate Treasury & Treasurer
	Usama Ashraf	Senior Vice President
	Kenneth I. Brown	Senior Vice President
	Barbara Callahan	Senior Vice President
	Mark A. Carlson	Senior Vice President – Corporate Treasury & Assistant Treasurer
	Randy L. Feuerstein	Senior Vice President & Assistant Secretary
	Frank Garcia	Senior Vice President
	Michael C. Magee	Senior Vice President
	Eric S. Mandelbaum	Senior Vice President & Secretary
	James P. Shanahan	Senior Vice President & Assistant Secretary
	Brian R. St. James	Senior Vice President & Assistant Secretary
	Jean B. Stein	Senior Vice President
	John A. Vallis	Senior Vice President
	Fernando L. Fiore	Managing Director


Guarantor	Name and Office
	Michael V. Monahan	Managing Director
	William G. Delaney	Director
	Ira Finkelson	Director & Assistant Secretary
	Kathleen Nassaney	Director – Tax
	David John Pay	Director & Assistant Secretary
	Frank Riepl	Director – Tax
	John P. Sirico, II	Director & Assistant Secretary
	Kathleen A. Beck	Vice President – Corporate Treasury
	Gilmar Rodrigues	Vice President

Capita International L.L.C.	Robert J. Ingato	Director
	Glenn A. Votek	Director
	Eric S. Mandelbaum	Director
	Ron G. Arrington	President
	Robert J. Ingato	Executive Vice President & Assistant Secretary
	Glenn A. Votek	Executive Vice President – Corporate Treasury & Treasurer Barbara Callahan Senior Vice President – Corporate Treasury & Assistant Treasurer
	Mark A. Carlson	Senior Vice President – Corporate Treasury & Assistant Treasurer
	Michael C. Magee	Senior Vice President
	Eric S. Mandelbaum	Senior Vice President & Secretary
	Brian R. St. James	Senior Vice President & Assistant Secretary
	Kathleen Nassaney	Director – Tax
	Frank Riepl	Director – Tax
	Kathleen A. Beck	Vice President – Corporate Treasurer

Capita Premium Corporation	Robert J. Ingato	Director
	Glenn A. Votek	Director
	Eric S. Mandelbaum	Director
	Ron G. Arrington	President
	Robert J. Ingato	Executive Vice President & Assistant Secretary
	Glenn A. Votek	Executive Vice President – Corporate Treasury & Treasurer
	Mark A. Carlson	Senior Vice President
	Frank Garcia	Senior Vice President
	Michael C. Magee	Senior Vice President
	Eric S. Mandelbaum	Senior Vice President & Secretary
	James P. Shanahan	Senior Vice President & Assistant Secretary
	Kathleen Nassaney	Director – Tax
	Frank Riepl	Director – Tax
	Kathleen A. Beck	Vice President – Corporate Treasury

CIT Capital USA Inc.	Robert J. Ingato	Director
	Glenn A. Votek	Director
	Eric S. Mandelbaum	Director
	Peter Gaw	President
	George D. Cashman	Executive Vice President
	Anthony Diaz	Executive Vice President
	Robert J. Ingato	Executive Vice President & Assistant Secretary
	C. Jeffrey Knittel	Executive Vice President
	Glenn A. Votek	Executive Vice President – Corporate Treasury & Treasurer
	Peter Connolly	Managing Director
	Usama F. Ashraf	Senior Vice President & Assistant Treasurer
	Kenneth I. Brown	Senior Vice President
	Mark A. Carlson	Senior Vice President – Corporate Treasury & Assistant Treasurer
	Scott Carlson	Senior Vice President


Guarantor	Name and Office
	Michael J. Cleary	Senior Vice President & Assistant Secretary
	Randy L. Feuerstein	Senior Vice President & Assistant Secretary
	Frank Garcia	Senior Vice President
	Nicole Kelsey	Senior Vice President & Assistant Secretary
	Michael C. Magee	Senior Vice President
	Eric S. Mandelbaum	Senior Vice President & Secretary
	Stephen Millas	Senior Vice President & Assistant Secretary
	Nicholas Pastushan	Senior Vice President
	Salvatore “Torey” Riso	Senior Vice President & Assistant Secretary
	Harold Schroeder	Senior Vice President
	Karen Scowcroft	Senior Vice President & Assistant Secretary
	James P. Shanahan	Senior Vice President & Assistant Secretary
	Jean B. Stein	Senior Vice President
	Jeffrey Ulmer	Senior Vice President
	Larry Derrett	Managing Director
	Patrick Flynn	Managing Director
	Gerald Jeram	Managing Director
	Brian Kerrigan	Managing Director
	Michael Lorusso	Managing Director
	Michael McDugall	Managing Director
	George McKean	Managing Director
	Tom McNicholas	Managing Director
	Michael V. Monahan	Managing Director
	Jason B. Stewart	Managing Director
	Frederick Avila	Director & Assistant Secretary
	David M. Bornstein	Director
	Nicholas J. DeFabrizio	Director & Assistant Secretary
	Janet Epp-Rosenthal	Director & Assistant Secretary
	Laurie Jun	Director & Assistant Secretary
	Aaron Kitlowski	Director & Assistant Secretary
	Thomas Lynch	Director
	Thomas W Maddi	Director & Assistant Secretary
	Kathleen Nassaney	Director – Tax
	David John Pay	Director & Assistant Secretary
	Frank Riepl	Director – Tax
	Cole Silver	Director & Assistant Secretary
	John P. Sirico, II	Director & Assistant Secretary
	Christopher Graham Sones	Director
	Justin Varga	Director
	Jorge Wagner	Director & Assistant Secretary
	Douglas Witte	Director & Assistant Secretary
	Kathleen A. Beck	Vice President – Corporate Treasury
	Matthew G. Beirne	Vice President
	David Braffman	Vice President & Assistant Secretary
	Neil Burgess	Vice President
	Andrew Chen	Vice President
	Kyle Coleman	Vice President
	Mark L. Ebanks	Vice President
	Veronica Lubczenko	Vice President
	Stewart McLeod	Vice President
	Richard J. O’Neill	Vice President
	Jennifer Park	Vice President & Assistant Secretary
	Kathleen M. Park	Vice President
	Catherine A Stiglich	Vice President
	Marc Theisinger	Vice President
	Jennifer I. Villa	Vice President

CIT China 2, Inc.	Robert J. Ingato	Director


Guarantor	Name and Office
	Eric S. Mandelbaum	Director
	Glenn A. Votek	Director
	C. Jeffrey Knittel	President
	George D. Cashman	Executive Vice President
	Anthony Diaz	Executive Vice President
	Robert J. Ingato	Executive Vice President & Assistant Secretary
	Glenn A. Votek	Executive Vice President – Corporate Treasury & Treasurer
	Kenneth I. Brown	Senior Vice President
	Mark A. Carlson	Senior Vice President – Corporate Treasury & Assistant Treasurer
	Randy L. Feuerstein	Senior Vice President & Assistant Secretary
	Barbara C. Galaini	Senior Vice President & Controller
	Frank Garcia	Senior Vice President
	Michael C. Magee	Senior Vice President
	Eric S. Mandelbaum	Senior Vice President & Secretary
	Salvatore “Torey” Riso	Senior Vice President & Assistant Secretary
	Karen Scowcroft	Senior Vice President & Assistant Secretary
	Stephen Z. Serepca	Senior Vice President
	James P. Shanahan	Senior Vice President & Assistant Secretary
	John Shavinsky	Senior Vice President
	Jean B. Stein	Senior Vice President
	Janet Epp-Rosenthal	Director & Assistant Secretary
	Ira Finkelson	Director & Assistant Secretary
	James Thomas Garry	Director
	Charles P. McGrath	Director
	Kathleen Nassaney	Director – Tax
	Frank Riepl	Director – Tax
	Stephen C. Rosenberger	Director
	Kathleen A. Beck	Vice President – Corporate Treasury
	Matthew G. Beirne	Vice President
	Neil Burgess	Vice President
	Lars R. Durban	Vice President
	Mark L. Ebanks	Vice President
	Nancy A. Nardella	Vice President
	Richard J. O’Neill	Vice President
	Kathleen M. Park	Vice President
	Stuart Schwartzberg	Vice President
	Catherine A. Stiglich	Vice President
	Jennifer I. Villa	Vice President

CIT China 3, Inc.	Robert J. Ingato	Director
	Eric S. Mandelbaum	Director
	Glenn A. Votek	Director
	C. Jeffrey Knittel	President
	George D. Cashman	Executive Vice President
	Anthony Diaz	Executive Vice President
	Robert J. Ingato	Executive Vice President & Assistant Secretary
	Glenn A. Votek	Executive Vice President – Corporate Treasury & Treasurer
	Kenneth I. Brown	Senior Vice President
	Mark A. Carlson	Senior Vice President – Corporate Treasury & Assistant Treasurer
	Randy L. Feuerstein	Senior Vice President & Assistant Secretary
	Barbara C. Galaini	Senior Vice President & Controller
	Frank Garcia	Senior Vice President
	Michael C. Magee	Senior Vice President
	Eric S. Mandelbaum	Senior Vice President & Secretary


Guarantor	Name and Office
	Salvatore “Torey” Riso	Senior Vice President & Assistant Secretary
	Karen Scowcroft	Senior Vice President & Assistant Secretary
	Stephen Z. Serepca	Senior Vice President
	James P. Shanahan	Senior Vice President & Assistant Secretary
	John Shavinsky	Senior Vice President
	Jean B. Stein	Senior Vice President
	Janet Epp-Rosenthal	Director & Assistant Secretary
	Ira Finkelson	Director & Assistant Secretary
	James Thomas Garry	Director
	Charles P. McGrath	Director
	Kathleen Nassaney	Director – Tax
	Frank Riepl	Director – Tax
	Stephen C. Rosenberger	Director
	Kathleen A. Beck	Vice President – Corporate Treasury
	Matthew G. Beirne	Vice President
	Neil Burgess	Vice President
	Lars R Durban	Vice President
	Mark L Ebanks	Vice President
	Nancy A Nardella	Vice President
	Richard J. O’Neill	Vice President
	Kathleen M. Park	Vice President
	Stuart Schwartzberg	Vice President
	Catherine A. Stiglich	Vice President
	Jennifer I. Villa	Vice President

CIT China 12, Inc.	Robert J. Ingato	Director
	Eric S. Mandelbaum	Director
	Glenn A. Votek	Director
	C. Jeffrey Knittel	President
	George D. Cashman	Executive Vice President
	Anthony Diaz	Executive Vice President
	Robert J. Ingato	Executive Vice President & Assistant Secretary
	Glenn A. Votek	Executive Vice President – Corporate Treasury & Treasurer
	Kenneth I. Brown	Senior Vice President
	Mark A. Carlson	Senior Vice President – Corporate Treasury & Assistant Treasurer
	Randy L. Feuerstein	Senior Vice President & Assistant Secretary
	Barbara C. Galaini	Senior Vice President & Controller
	Frank Garcia	Senior Vice President
	Michael C. Magee	Senior Vice President
	Eric S. Mandelbaum	Senior Vice President & Secretary
	Salvatore “Torey” Riso	Senior Vice President & Assistant Secretary
	Karen Scowcroft	Senior Vice President & Assistant Secretary
	Stephen Z. Serepca	Senior Vice President
	James P. Shanahan	Senior Vice President & Assistant Secretary
	John Shavinsky	Senior Vice President
	Jean B. Stein	Senior Vice President
	Janet Epp-Rosenthal	Director & Assistant Secretary
	Ira Finkelson	Director & Assistant Secretary
	James Thomas Garry	Director
	Thomas W. Maddi	Director
	Charles P. McGrath	Director
	Kathleen Nassaney	Director – Tax
	Frank Riepl	Director – Tax
	Stephen C. Rosenberger	Director
	Kathleen A. Beck	Vice President – Corporate Treasury
	Matthew G. Beirne	Vice President


Guarantor	Name and Office
	Neil Burgess	Vice President
	Lars R. Durban	Vice President
	Mark L. Ebanks	Vice President
	Nancy A. Nardella	Vice President
	Richard J. O’Neill	Vice President
	Kathleen M. Park	Vice President
	Stuart Schwartzberg	Vice President
	Catherine A. Stiglich	Vice President
	Jennifer I. Villa	Vice President

CIT China 13, Inc.	Robert J. Ingato	Director
	Eric S. Mandelbaum	Director
	Glenn A. Votek	Director
	C. Jeffrey Knittel	President
	George D. Cashman	Executive Vice President
	Anthony Diaz Robert J. Ingato	Executive Vice President Executive Vice President & Assistant Secretary
	Glenn A. Votek	Executive Vice President – Corporate Treasury & Treasurer
	Kenneth I. Brown	Senior Vice President
	Mark A. Carlson Randy L. Feuerstein	Senior Vice President – Corporate Treasury & Assistant Treasurer Senior Vice President & Assistant Secretary
	Barbara C. Galaini	Senior Vice President & Controller
	Frank Garcia	Senior Vice President
	Michael C. Magee	Senior Vice President
	Eric S. Mandelbaum	Senior Vice President & Secretary
	Salvatore “Torey” Riso	Senior Vice President & Assistant Secretary
	Karen Scowcroft	Senior Vice President & Assistant Secretary
	Stephen Z. Serepca	Senior Vice President
	James P. Shanahan	Senior Vice President & Assistant Secretary
	John Shavinsky	Senior Vice President
	Jean B. Stein	Senior Vice President
	Janet Epp-Rosenthal	Director & Assistant Secretary
	Ira Finkelson	Director & Assistant Secretary
	James Thomas Garry	Director
	Thomas W. Maddi	Director
	Charles P. McGrath	Director
	Kathleen Nassaney	Director – Tax
	Frank Riepl	Director – Tax
	Stephen C. Rosenberger	Director
	Kathleen A. Beck	Vice President – Corporate Treasury
	Matthew G. Beirne	Vice President
	Neil Burgess	Vice President
	Lars R. Durban	Vice President
	Mark L. Ebanks	Vice President
	Nancy A. Nardella	Vice President
	Richard J. O’Neill	Vice President
	Kathleen M. Park	Vice President
	Stuart Schwartzberg	Vice President
	Catherine A. Stiglich	Vice President
	Jennifer I. Villa	Vice President

CIT Communications Finance	Robert J. Ingato	Director
Corporation	Eric S. Mandelbaum	Director
	Glenn A. Votek	Director
	Ron G. Arrington	President
	George D. Cashman	Executive Vice President


Guarantor	Name and Office
	Anthony Diaz	Executive Vice President
	Peter Gaw	Executive Vice President
	James L. Hudak	Executive Vice President
	Robert J. Ingato	Executive Vice President & Assistant Secretary
	C. Jeffrey Knittel	Executive Vice President
	Glenn A. Votek	Executive Vice President – Corporate Treasury & Treasurer
	Joseph A. Arroyo	Senior Vice President & Controller
	Usama Ashraf	Senior Vice President & Assistant Treasurer
	Kenneth I. Brown	Senior Vice President
	Barbara Callahan	Senior Vice President – Corporate Treasury & Assistant Treasurer
	Mark A. Carlson	Senior Vice President – Corporate Treasury & Assistant Treasurer
	Scott Carlson	Senior Vice President
	Randy L. Feuerstein	Senior Vice President & Assistant Secretary
	Frank Garcia	Senior Vice President
	Kiran R. Kapur	Senior Vice President
	Nicole Kelsey	Senior Vice President & Assistant Secretary
	Michael C. Magee	Senior Vice President
	Eric S. Mandelbaum	Senior Vice President & Secretary
	Stephen Millas	Senior Vice President & Assistant Secretary
	Salvatore “Torey” Riso	Senior Vice President & Assistant Secretary
	Harold Schroeder	Senior Vice President
	Karen Scowcroft	Senior Vice President & Assistant Secretary
	James P. Shanahan	Senior Vice President & Assistant Secretary
	Jean B. Stein	Senior Vice President
	John Vallis	Senior Vice President
	Fernando L. Fiore	Managing Director
	Michael Lorusso	Managing Director
	Michael V. Monahan	Managing Director
	Jason B. Stewart	Managing Director
	Francisco “Paco” Torrado	Managing Director
	Frederick Avila	Director & Assistant Secretary
	Nicholas J. DeFabrizio	Director & Assistant Secretary
	Henry Duncan	Director
	Janet Epp-Rosenthal	Director & Assistant Secretary
	Ira Finkelson	Director & Assistant Secretary
	Gerard K. Kammerer	Director
	Thomas Lynch	Director
	James V. Marino	Director
	Kathleen Nassaney	Director – Tax
	David John Pay	Director & Assistant Secretary
	Frank Riepl	Director – Tax
	James T. Ryan, Jr.	Director & Assistant Secretary
	John P. Sirico, II	Director & Assistant Secretary
	Justin Varga	Director
	Kathleen A. Beck	Vice President – Corporate Treasury
	Michael Latanision	Vice President
	David Palumbo	Vice President
	Gilmar Rodrigues	Vice President
	Catherine A. Stiglich	Vice President
	Marc Theisinger	Vice President

CIT Credit Finance Corp.	Robert J. Ingato	Director
	Eric S. Mandelbaum	Director
	Glenn A. Votek	Director
	Kiran R. Kapur	President


Guarantor	Name and Office
	Robert J. Ingato	Executive Vice President & Assistant Secretary
	Glenn A. Votek	Executive Vice President – Corporate Treasury & Treasurer
	Joseph A. Arroyo	Senior Vice President & Controller
	Mark A. Carlson	Senior Vice President – Corporate Treasury & Assistant Treasurer
	Frank Garcia	Senior Vice President
	Sanjay Kumar	Senior Vice President
	Michael C. Magee	Senior Vice President
	Eric S. Mandelbaum	Senior Vice President & Secretary
	James P. Shanahan	Senior Vice President & Assistant Secretary
	Thomas J. Ciccarino	Director
	Dennis J. Kemmer	Director & Assistant Secretary
	Kathleen Nassaney	Director – Tax
	Frank Riepl	Director – Tax
	James T. Ryan, Jr.	Director
	Kathleen A. Beck	Vice President – Corporate Treasury

CIT Credit Group USA Inc.	Robert J. Ingato	Director
	Glenn A. Votek	Director
	Eric S. Mandelbaum	Director
	Ron G. Arrington	President
	Peter Gaw	President
	Joseph M. Leone	Vice Chairman and Chief Financial Officer
	Robert J. Ingato	Executive Vice President & Assistant Secretary
	Glenn A. Votek	Executive Vice President – Corporate Treasury & Treasurer
	Mark A. Carlson	Senior Vice President – Corporate Treasury & Assistant Treasurer
	Scott Carlson	Senior Vice President
	Michael J. Cleary	Senior Vice President & Assistant Secretary
	Randy L. Feuerstein	Senior Vice President & Assistant Secretary
	Frank Garcia	Senior Vice President
	Nicole Kelsey	Senior Vice President & Assistant Secretary
	Michael C. Magee	Senior Vice President
	Eric S. Mandelbaum	Senior Vice President & Secretary
	Stephen Millas	Senior Vice President & Assistant Secretary
	Vincent L. Mollica	Senior Vice President
	Salvatore “Torey” Riso	Senior Vice President & Assistant Secretary
	Harold Schroeder	Senior Vice President
	Karen Scowcroft	Senior Vice President & Assistant Secretary
	James P. Shanahan	Senior Vice President & Assistant Secretary
	Frederick Avila	Director & Assistant Secretary
	Janet Epp-Rosenthal	Director & Assistant Secretary
	Ira Finkelson	Director & Assistant Secretary
	Thomas W. Maddi	Director & Assistant Secretary
	Kathleen Nassaney	Director – Tax
	David John Pay	Director & Assistant Secretary
	Frank Riepl	Director – Tax
	James T. Ryan, Jr.	Director & Assistant Secretary
	Justin Varga	Director
	Kathleen A. Beck	Vice President – Corporate Treasury
	Jennifer I. Villa	Vice President

CIT Financial Ltd. of Puerto	Robert J. Ingato	Director
Rico	Glenn A. Votek	Director
	Eric S. Mandelbaum	Director
	Ron G. Arrington	President


Guarantor	Name and Office
	Robert J. Ingato	Executive Vice President & Assistant Secretary
	Glenn A. Votek	Executive Vice President – Corporate Treasury & Treasurer
	Mark A. Carlson	Senior Vice President – Corporate Treasury & Assistant Treasurer
	Frank Garcia	Senior Vice President
	Michael C. Magee	Senior Vice President
	Eric S. Mandelbaum	Senior Vice President & Secretary
	James P. Shanahan	Senior Vice President & Assistant Secretary
	Kathleen Nassaney	Director – Tax
	Frank Riepl	Director – Tax
	Kathleen A. Beck	Vice President – Corporate Treasury

CIT Financial USA, Inc.	Robert J. Ingato	Director
	Glenn A. Votek	Director
	Eric S. Mandelbaum	Director
	Ron G. Arrington	President
	Jim Hudak	President
	Robert J. Ingato	Executive Vice President & Assistant Secretary
	Glenn A. Votek	Executive Vice President – Corporate Treasury & Treasurer
	Usama Ashraf	Senior Vice President & Assistant Treasurer
	Joe A. Arroyo	Senior Vice President & Controller
	William K. Barrows	Senior Vice President
	Barbara Callahan	Senior Vice President – Corporate Treasury & Assistant Treasurer
	Mark A. Carlson	Senior Vice President – Corporate Treasury & Assistant Treasurer
	Karen W. Cifrese	Senior Vice President
	Frank Garcia	Senior Vice President
	Kiran R. Kapur	Senior Vice President
	Nicole Kelsey	Senior Vice President & Assistant Secretary
	Sanjay Kumar	Senior Vice President
	Darcy J. LeNeveu	Senior Vice President
	Michael C. Magee	Senior Vice President
	Eric S. Mandelbaum	Senior Vice President & Secretary
	Stephen Millas	Senior Vice President & Assistant Secretary
	Vincent L. Mollica	Senior Vice President
	Deborah Reperowitz	Senior Vice President & Assistant Secretary
	Salvatore “Torey” Riso	Senior Vice President & Assistant Secretary
	Karen Scowcroft	Senior Vice President & Assistant Secretary
	James P. Shanahan	Senior Vice President & Assistant Secretary
	John Vallis	Senior Vice President
	Fernando L. Fiore	Managing Director
	Michael V. Monahan	Managing Director
	Frederick Avila	Director & Assistant Secretary
	Charles Biener	Director & Assistant Secretary
	Nicholas J. DeFabrizio	Director & Assistant Secretary
	William G. Delaney	Director
	Henry Duncan	Director
	Robert P. Espiritu	Director
	David Hunt	Director
	Dennis J. Kemmer	Director & Assistant Secretary
	Thomas W. Maddi	Director & Assistant Secretary
	James V. Marino	Director
	Patrick McMullan	Director
	Kathleen Nassaney	Director – Tax
	Scott P. Ploshay	Director


Guarantor	Name and Office
	Frank Riepl	Director – Tax
	James T. Ryan, Jr.	Director & Assistant Secretary
	Cole Silver	Director & Assistant Secretary
	John P. Sirico, II	Director & Assistant Secretary
	Deborah A. Wirth	Director
	Adam S. Zitomer	Director
	Kathleen A. Beck	Vice President – Corporate Treasury
	Edward Q. Cortez	Vice President
	Anthony Holland	Vice President
	Jacqueline M. Jacoban	Vice President
	Elizabeth L. Martin	Vice President
	Annamarie B. McSherry	Vice President
	Amir S. Mirza	Vice President
	Gilmar Rodrigues	Vice President
	Jacqueline E. Schorr	Vice President
	Henry Trautfetter	Vice President

CIT Group (NJ) LLC	Robert J. Ingato	Director
	Glenn A. Votek	Director
	Peek, Jeffrey M.	President
	Baresich, Michael	Executive Vice President & Chief Information Officer
	Bennett, Timothy J.	Executive Vice President
	Brown, Kenneth I.	Executive Vice President
	Chesler, Randall M.	Executive Vice President
	Farooq, Umar	Executive Vice President
	Foster, Nancy	Executive Vice President
	Ingato, Robert J.	Executive Vice President & Assistant Secretary
	Leone, Joseph M.	Executive Vice President
	Nemia, Joseph	Executive Vice President
	Scharpf, Paul W.	Executive Vice President
	Simon, Jeffrey D.	Executive Vice President
	Taylor, William J.	Executive Vice President & Controller
	Votek, Glenn A.	Executive Vice President – Corporate Treasury & Treasurer
	Capre, Alfred	Senior Vice President
	Cifrese, Karen W.	Senior Vice President
	DiIorio, John	Senior Vice President
	Epifan, Peter	Senior Vice President
	Feuerstein, Randy L.	Senior Vice President & Assistant Secretary
	Garcia, Frank	Senior Vice President
	Gilchrist, Daniel G.	Senior Vice President
	Gipson, Kelley J.	Senior Vice President
	Harback, Herb	Senior Vice President
	Hopf, William	Senior Vice President
	Kalderson, Avi	Senior Vice President
	Kamp, W. Taylor	Senior Vice President
	Lerner, Jack P.	Senior Vice President
	Maio, Peter	Senior Vice President
	Mandelbaum, Eric S.	Senior Vice President & Secretary
	Milazzo, Larraine A.	Senior Vice President
	Millas, Stephen	Senior Vice President & Assistant Secretary
	Mollica, Vincent L.	Senior Vice President
	Papic, Christine	Senior Vice President
	Prabhu, Neelesh	Senior Vice President
	Schera, Vincent	Senior Vice President
	Shanahan, James P.	Senior Vice President & Assistant Secretary
	Smith, John J.	Senior Vice President
	Avila, Frederick	Vice President & Assistant Secretary


Guarantor	Name and Office
	Beck, Kathleen A.	Vice President – Corporate Treasury
	Briskin, Alan	Vice President
	Burns, Edward C.	Vice President
	Clogher, Elizabeth A.	Vice President
	Delaney, William G.	Vice President
	Dougan, David R.	Vice President
	Epp-Rosenthal, Janet	Vice President & Assistant Secretary
	Friedland, Randi	Vice President
	Gleichmann, Robert T.	Vice President
	Goodrich, Meg	Vice President
	Hadley, James M.	Vice President
	Jameson, Susan	Vice President & Assistant Secretary
	Kiefer, Susan	Vice President
	Klimas, Stephen	Vice President
	Kumar, Sanjay	Vice President
	Lefande, Joseph P.	Vice President
	Leonard, Dale	Vice President
	Macey, Jonathan	Vice President
	Massa, Tessie	Vice President
	McCaulley, Jacqueline P	Vice President & Deputy General Auditor
	Nassaney, Kathleen	Vice President – Tax
	O’Neill, Gary P.	Vice President
	Parker, Robert	Vice President
	Philhower, Allison	Vice President
	Polglase, Andy	Vice President
	Raquet, Laura	Vice President
	Riepl, Frank	Vice President – Tax
	Sperling, Edward K.	Vice President
	Spitzmiller, John M.	Vice President
	Stein, Trudy	Vice President
	Tarquinio, Frank	Vice President
	Tittensor, David W.	Vice President
	Tyrrell, Arthur	Vice President
	Utting, Karen A.	Vice President
	Waldorf, Clifford J.	Vice President
	Walker, Paul	Vice President
	Williams, Denise	Vice President
	Deborah A. Wirth	Vice President
	Yap, Jonathan S.	Vice President
	Young, Eldon	Vice President
	Zuffa, Paul G.	Vice President

CIT Group SF Holding Co., Inc.	Robert J. Ingato	Director
	Eric S. Mandelbaum	Director
	Glenn A. Votek	Director
	Peter Connelly	President
	Robert J. Ingato	Executive Vice President & Assistant Secretary
	Glenn A. Votek	Executive Vice President – Corporate Treasury & Treasurer
	Mark A. Carlson	Senior Vice President – Corporate Treasury & Assistant Treasurer
	Michael C. Magee	Senior Vice President
	Eric S. Mandelbaum	Senior Vice President & Secretary
	James P. Shanahan	Senior Vice President & Assistant Secretary
	Kathleen Nassaney	Director – Tax
	Frank Riepl	Director – Tax
	Kathleen A. Beck	Vice President – Corporate Treasury


Guarantor	Name and Office
CIT Healthcare LLC	Robert J. Ingato	Director
	Eric S. Mandelbaum	Director
	Glenn A. Votek	Director
	Margaret A. Brown	Co-President
	Steven N. Warden	Co-President
	James R. Kubu	Chief Financial Officer
	Robert J. Ingato	Executive Vice President & Assistant Secretary
	Scott Kellman	Executive Vice President
	Michael C. Magee	Executive Vice President
	Glenn A. Votek	Executive Vice President – Corporate Treasury & Treasurer
	Usama F. Ashraf	Senior Vice President & Assistant Treasurer
	Vincent A. Belcastro	Senior Vice President
	Kathryn M. Burton- Gray	Senior Vice President
	Barbara Callahan	Senior Vice President – Corporate Treasury & Assistant Treasurer
	Mark A. Carlson	Senior Vice President – Corporate Treasury
	Jonathan L. Domm	Senior Vice President
	John Edel	Senior Vice President
	Daniel A. Mahoney	Senior Vice President
	Eric S. Mandelbaum	Senior Vice President & Secretary
	Michael McDugall	Senior Vice President
	Alisa Micarelli	Senior Vice President
	Christopher Morrell	Senior Vice President
	Francisco “Paco” Torrado	Senior Vice President
	Paul S. Young	Senior Vice President
	Peter Connolly	Managing Director (Officer)
	Daniel Decelles	Managing Director (Officer)
	William D. Duke	Managing Director (Officer)
	Tom McNicholas	Managing Director (Officer)
	Gregory K. Park	Managing Director (Officer)
	J. Wesley Smith	Managing Director (Officer)
	Sharmila Solanski	Managing Director (Officer)
	Jeffrey Ulmer	Managing Director (Officer)
	Kenneth Wendler	Managing Director (Officer) (Risk Management)
	Krister Anderson	Vice President
	Frederick Avila	Vice President & Assistant Secretary
	Kathleen A. Beck	Vice President – Corporate Treasury
	David Braffman	Vice President & Assistant Secretary
	Craig Brown	Vice President
	John Byrne	Vice President
	Nicholas J. DeFabrizio	Vice President & Assistant Secretary
	Janet Epp-Rosenthal	Vice President & Assistant Secretary
	Andy Fanelli	Vice President
	Rebecca Haslinger	Vice President
	Martin Healey	Vice President
	Michael Huecker	Vice President
	David Hunt	Vice President
	Jeff Joslin	Vice President
	Aaron Kitlowski	Vice President & Assistant Secretary
	Anton I. Matusevich	Vice President
	Ed McGugan	Vice President
	Frank Monzo	Vice President
	Karoline Moxham	Vice President
	Kathleen Nassaney	Vice President – Tax
	John O’Toole	Vice President
	Frank Riepl	Vice President – Tax
	Salvatore “Torey” Riso	Vice President & Assistant Secretary


Guarantor	Name and Office
	John Sawn	Vice President
	Adam Sherman	Vice President
	Cole Silver	Vice President & Assistant Secretary
	John P. Sirico, II	Vice President & Assistant Secretary
	Stuart Smartt	Vice President
	Norman Smith	Vice President
	Joice Soendjojo	Vice President
	Jason Sylvester	Vice President
	John M. Cousins	Director (Officer)
	William Douglass	Director (Officer)
	Steven Dowe	Director (Officer)
	Edward Finkenstaedt	Director (Officer)
	Thomas Lynch	Director (Officer)

CIT Holdings, LLC	Robert J. Ingato	Director
	Glenn A. Votek	Director
	Eric S. Mandelbaum	Director
	Jeffrey M. Peek	President & Chief Executive Officer
	Robert J. Ingato	Executive Vice President & Assistant Secretary
	Joseph M. Leone	Vice Chairman & Chief Financial Officer
	Glenn A. Votek	Executive Vice President – Corporate Treasury & Treasurer
	Mark A. Carlson	Senior Vice President – Corporate Treasury
	Frank Garcia	Senior Vice President
	Michael Magee	Senior Vice President – Tax
	James P. Shanahan	Senior Vice President & Assistant Secretary
	Eric S. Mandelbaum	Senior Vice President & Secretary
	Kathleen A. Beck	Vice President – Corporate Treasury
	Kathleen Nassaney	Director – Tax
	Stephen Klimas	Senior Vice President

CIT Lending Services	Robert J. Ingato	Director
Corporation	Eric S. Mandelbaum	Director
	Glenn A. Votek	Director
	James L. Hudak	President, Communications, Media & Entertainment
	Christine L. Reilly	President, Small Business Lending Division
	Timothy J. Bennett	Executive Vice President
	Kenneth I. Brown	Executive Vice President
	Margaret A. Brown	Executive Vice President
	Peter Gaw	Executive Vice President
	Robert J. Ingato	Executive Vice President & Assistant Secretary
	C. Jeffrey Knittel	Executive Vice President
	Michael C. Magee	Executive Vice President
	Cynthia S. Mazzetta	Executive Vice President
	John O’Kane	Executive Vice President
	Gary Taylor	Executive Vice President
	William J. Taylor	Executive Vice President & Controller
	Glenn A. Votek	Executive Vice President – Corporate Treasury & Treasurer
	Steven N. Warden	Executive Vice President
	Joseph R. Albano	Senior Vice President & Assistant Secretary
	Usama Ashraf	Senior Vice President & Assistant Treasurer
	Vincent A. Belcastro	Senior Vice President
	Kathryn Burton-Gray	Senior Vice President
	Barbara Callahan	Senior Vice President & Assistant Treasurer
	Mark A. Carlson	Senior Vice President – Corporate Treasury
	Michael J. Cleary	Senior Vice President & Assistant Secretary
	Anthony Diaz	Senior Vice President


Guarantor	Name and Office
	Randy L. Feuerstein	Senior Vice President & Assistant Secretary
	Christopher J. Grimes	Senior Vice President & Assistant Treasurer
	Dana G. Hammond	Senior Vice President
	Todd Harrington	Senior Vice President
	William Johnson	Senior Vice President
	Wade Layton	Senior Vice President
	Michael Lorusso	Senior Vice President
	Veronica Lubczenko	Senior Vice President
	Eric S. Mandelbaum	Senior Vice President & Secretary
	Stephen Millas	Senior Vice President & Assistant Secretary
	Peter Phelan	Senior Vice President
	Gordon Saint-Denis	Senior Vice President
	Paul W. Scharpf	Senior Vice President
	Vincent Schera	Senior Vice President
	Harold Schroeder	Senior Vice President
	Karen Scowcroft	Senior Vice President & Assistant Secretary
	James P. Shanahan	Senior Vice President & Assistant Secretary
	Jean B. Stein	Senior Vice President
	Francisco “Paco” Torrado	Senior Vice President
	Thomas E. Westdyk	Senior Vice President
	Peter Connolly	Managing Director (Officer)
	Vincent DeVito	Managing Director (Officer)
	Patrick Flynn	Managing Director (Officer)
	Andrew Giangrave	Managing Director (Officer)
	William Koslo	Managing Director (Officer)
	Michael McDugall	Managing Director (Officer)
	Tom McNicholas	Managing Director (Officer)
	Scott Medla	Managing Director (Officer)
	Jason B. Stewart	Managing Director (Officer)
	Terence Sullivan	Managing Director (Officer)
	Jeffrey Ulmer	Managing Director (Officer)
	Fred Aldin	Vice President
	Frederick Avila	Vice President & Assistant Secretary
	Jay Baldinelli	Vice President
	John Basaraba	Vice President
	Kathleen A. Beck	Vice President – Corporate Treasury
	Tim Beh	Vice President
	Joseph A. Bentivegna	Vice President
	David Bornstein	Vice President
	David Braffman	Vice President & Assistant Secretary
	Francis X. Cahill	Vice President
	Scott Carlson	Vice President
	Daniel J. Caudle	Vice President
	Susan Chan	Vice President
	Andrew Chen	Vice President
	Elise Chowdhry	Vice President
	Rajiv A. Chudgar	Vice President
	Sherrese Clarke	Vice President
	Robert Cohen	Vice President
	Kyle Coleman	Vice President
	John D. Crawford	Vice President
	Richard H. Crofton	Vice President
	Marcy Dean	Vice President
	Nicholas J. DeFabrizio	Vice President & Assistant Secretary
	Larry Derrett	Vice President
	Michael DiScala	Vice President
	Henry Duncan	Vice President
	Brendan Eccleston	Vice President & Assistant Secretary


Guarantor	Name and Office
	Steven D. Epperly	Vice President
	Janet Epp-Rosenthal	Vice President & Assistant Secretary
	William Evenson	Vice President
	Roger Fong	Vice President
	Kenneth Geiger	Vice President
	Suraj Gohill	Vice President
	Michael A. Graham	Vice President
	David M. Harnisch	Vice President
	Raymond E. Hendon	Vice President
	Peter Hepburn	Vice President
	Thomas R. Hobbis	Vice President
	Anthony Holland	Vice President
	Robert Itkin	Vice President & Assistant Secretary
	Gerald Jeram	Vice President
	Laurie Jun	Vice President & Assistant Secretary
	Joseph Junda	Vice President
	Nicole Kelsey	Vice President & Assistant Secretary
	Brian Kerrigan	Vice President
	Kevin Khanna	Vice President
	Sunny Khorana	Vice President
	Aaron Kitlowski	Vice President & Assistant Secretary
	Michael L. LaManes	Vice President
	Dan Letizia	Vice President
	Steven Levi	Vice President
	Constance Loosemore	Vice President
	Frank Madeira	Vice President
	David Manheim	Vice President
	Benjamin Marzouk	Vice President
	Anton I. Matusevich	Vice President
	George McKean	Vice President
	Patrick McMullan	Vice President
	Michael V. Monahan	Vice President
	Kathleen Nassaney	Vice President – Tax
	Donald Oberg	Vice President
	David Pannullo	Vice President
	Michael Parisien	Vice President
	Jennifer Park	Vice President & Assistant Secretary
	David John Pay	Vice President & Assistant Secretary
	Barbara F. Perich	Vice President
	Scott P. Ploshay	Vice President
	Steven K. Reedy	Vice President
	Frank Riepl	Vice President – Tax
	Salvatore “Torey” Riso	Vice President & Assistant Secretary
	Gilmar Rodrigues	Vice President
	Steven Sanislo	Vice President
	Shivani Sawhney	Vice President
	Mark E. Saylor	Vice President
	Cole Silver	Vice President & Assistant Secretary
	John P. Sirico, II	Vice President & Assistant Secretary
	Keith A. Stroever	Vice President
	John A. Tamburro	Vice President
	Marc Theisinger	Vice President
	Christopher G. Todaro	Vice President
	Eric L. Toizer	Vice President
	Justin Varga	Vice President
	Jorge Wagner	Vice President & Assistant Secretary
	Donna Webber	Vice President & Assistant Secretary
	Peter White	Vice President


Guarantor	Name and Office
	Douglas Witte	Vice President & Assistant Secretary
	Fred Aldin	Director (Officer)
	Mary Ann Jones	Director (Officer)
	Thomas Lynch	Director (Officer)

CIT Lending Services	Robert J. Ingato	Director
Corporation (Illinois)	Glenn A. Votek	Director
	James L. Hudak	President
	Robert J. Ingato	Executive Vice President & Assistant Secretary
	Michael C. Magee	Executive Vice President
	William J. Taylor	Executive Vice President & Controller
	Glenn A. Votek	Executive Vice President – Corporate Treasury & Treasurer
	Usama F. Ashraf	Senior Vice President & Assistant Treasurer
	Barbara Callahan	Senior Vice President – Corporate Treasury
	Mark A. Carlson	Senior Vice President – Corporate Treasury
	Wade Layton	Senior Vice President
	Eric S. Mandelbaum	Senior Vice President & Secretary
	Gordon Saint-Denis	Senior Vice President
	Harold Schroeder	Senior Vice President
	James P. Shanahan	Senior Vice President & Assistant Secretary
	Thomas E. Westdyk	Senior Vice President
	Fred Aldin	Vice President
	Frederick Avila	Vice President & Assistant Secretary
	Kathleen A. Beck	Vice President – Corporate Treasury
	Tim Beh	Vice President
	David Braffman	Vice President & Assistant Secretary
	Sherrese Clarke	Vice President
	Marcy Dean	Vice President
	Michael DiScala	Vice President
	William Evenson	Vice President
	Roger Fong	Vice President
	Suraj Gohill	Vice President
	Anthony Holland	Vice President
	Laurie Jun	Vice President & Assistant Secretary
	Joseph Junda	Vice President
	Kevin Khanna	Vice President
	Aaron Kitlowski	Vice President & Assistant Secretary
	Constance Loosemore	Vice President
	Patrick McMullan	Vice President
	Michael V. Monahan	Vice President
	Kathleen Nassaney	Vice President – Tax
	Donald Oberg	Vice President
	Michael Parisien	Vice President
	Jennifer Park	Vice President & Assistant Secretary
	Scott P. Ploshay	Vice President
	Steven K. Reedy	Vice President
	Frank Riepl	Vice President – Tax
	Shivani Sawhani	Vice President
	John P. Sirico, II	Vice President & Assistant Secretary
	John A. Tamburro	Vice President
	Jorge Wagner	Vice President & Assistant Secretary
	Douglas Witte	Vice President & Assistant Secretary

CIT Loan Corporation (f/k/a The	Eric S. Mandelbaum	Director
CIT Group/Consumer Finance, Inc.)	Glenn A. Votek	Director
	W. Taylor Kamp	President
	Roger Burns	Executive Vice President


Guarantor	Name and Office
	Peter Connolly	Executive Vice President
	James L. Hudak	Executive Vice President
	Robert J. Ingato	Executive Vice President & Assistant Secretary
	Glenn A. Votek	Executive Vice President – Corporate Treasury & Treasurer
	Usama Ashraf	Senior Vice President & Assistant Treasurer
	Barbara Callahan	Senior Vice President & Assistant Treasurer
	Mark A. Carlson	Senior Vice President – Corporate Treasury & Assistant Treasurer
	Karen W. Cifrese	Senior Vice President
	Frank Garcia	Senior Vice President
	W. Taylor Kamp	Senior Vice President
	Michael C. Magee	Senior Vice President
	Eric S. Mandelbaum	Senior Vice President & Secretary
	John Paradisi	Senior Vice President
	Karen Scowcroft	Senior Vice President & Assistant Secretary
	James P. Shanahan	Senior Vice President & Assistant Secretary
	Jeffrey Ulmer	Senior Vice President
	Vincent DeVito	Managing Director
	Steven Dowe	Managing Director
	Patrick Flynn	Managing Director
	Andrew Giangrave	Managing Director
	David Harnisch	Managing Director
	Michael McDugall	Managing Director
	Thomas McNicholas	Managing Director
	Alisa Micarelli	Managing Director
	Michael V. Monahan	Managing Director
	Terence Sullivan	Managing Director
	Kenneth Wendler	Managing Director
	Frederick A. Avila	Director & Assistant Secretary
	Vincent Belcastro	Director
	Carmen Caporrino	Director
	Nicholas DeFabrizio	Director & Assistant Secretary
	William G. Delaney	Director
	William Douglass	Director
	Aaron Kitlowski	Director & Assistant Secretary
	Michael LaManes	Director
	Neal T. Legan	Director
	Nancy Mackowiak	Director
	Kathleen Nassaney	Director – Tax
	Donald Oberg	Director
	Michael Plaia	Director
	Scott Ploshay	Director
	Frank Riepl	Director – Tax
	John Sawn	Director
	Cole Silver	Director & Assistant Secretary
	Renee Singer	Director
	John P. Sirico, II	Director & Assistant Secretary
	John T. Taylor	Director
	Minh V. Tran	Director
	Mark van Ophem	Director & Assistant Secretary
	Jorge Wagner	Director & Assistant Secretary
	Deborah A. Wirth	Director
	Krister Anderson	Vice President
	Kathleen A. Beck	Vice President – Corporate Treasury
	David Braffman	Vice President & Assistant Secretary
	Sherrese Clarke	Vice President
	Christopher Devitto	Vice President


Guarantor	Name and Office
	Mark Esposito	Vice President
	Andrew Fanelli	Vice President
	Martin Healey	Vice President
	Anthony Holland	Vice President
	Jeff Joslin	Vice President
	Frank Monzo	Vice President
	Karoline Moxham	Vice President
	Jennifer Park	Vice President & Assistant Secretary
	Barbara F. Perich	Vice President
	Gilmar Rodrigues	Vice President
	Joice Soendjojo	Vice President
	Eddie Tomasso	Vice President

CIT Real Estate Holding	Eric S. Mandelbaum	Director
Corporation	Glenn A. Votek	Director
	Scott Carlson	President
	Michael J. Cleary	Senior Vice President & Assistant Secretary
	Stephen D. Millas	Senior Vice President & Assistant Secretary
	Salvatore Riso	Vice President & Secretary
	Harry Schroeder	Senior Vice President
	Karen Scowcroft	Senior Vice President & Assistant Secretary
	Michael McDugall	Managing Director
	David Braffman	Vice President & Assistant Secretary
	Glenn A. Votek	Treasurer

CIT Realty LLC	Robert J. Ingato	Manager
	Eric S. Mandelbaum	Manager
	Glenn A. Votek	Manager
	Scott Carlson	President
	Robert J. Ingato	Executive Vice President & Assistant Secretary
	Glenn A. Votek	Executive Vice President – Corporate Treasury & Treasurer
	Mark A. Carlson	Senior Vice President – Corporate Treasury &Assistant Treasurer
	Frank Garcia	Senior Vice President
	Eric S. Mandelbaum	Senior Vice President & Secretary
	James P. Shanahan	Senior Vice President & Assistant Secretary
	Kathleen Nassaney	Director – Tax
	Kathleen A. Beck	Vice President – Corporate Treasury

CIT Technologies Corporation	Robert J. Ingato	Director
	Glenn A. Votek	Director
	Eric S. Mandelbaum	Director
	Ron G. Arrington	President
	Robert J. Ingato	Executive Vice President
	Christine L. Reilly	Executive Vice President
	Glenn A. Votek	Executive Vice President – Corporate Treasury & Treasurer
	Joe A. Arroyo	Senior Vice President & Controller
	Usama Ashraf	Senior Vice President & Assistant Treasurer
	William K. Barrows	Senior Vice President
	Barbara Callahan	Senior Vice President – Corporate Treasury & Assistant Treasurer
	Mark A. Carlson	Senior Vice President – Corporate Treasury & Assistant Treasurer
	Frank Garcia	Senior Vice President
	Paul F. Hughes	Senior Vice President
	Darcy J. LeNeveu	Senior Vice President
	Michael C. Magee	Senior Vice President


Guarantor	Name and Office
	Eric S. Mandelbaum	Senior Vice President & Secretary
	Jean Passalaqua	Senior Vice President
	James P. Shanahan	Senior Vice President & Assistant Secretary
	Kathleen Nassaney	Director – Tax
	Gary P. O’Neill	Director
	Frank Riepl	Director – Tax
	James T. Ryan, Jr.	Director & Assistant Secretary
	John P. Sirico, II	Director & Assistant Secretary
	Kathleen A. Beck	Vice President – Corporate Treasury
	Michael J. McConnell	Vice President – Corporate Treasury

CIT Technology Financing	Robert J. Ingato	Director
Services, Inc.	Glenn A. Votek	Director
	Kris Snow	Chief Executive Officer
	Ron G. Arrington	President
	Robert J. Ingato	Executive Vice President & Assistant Clerk
	Daniel Krajewski	Executive Vice President
	Darcy J. LeNeveu	Executive Vice President
	Michael C. Magee	Executive Vice President
	Jeffrey D. Simon	Executive Vice President
	William J. Taylor	Executive Vice President & Assistant Controller
	John Vallis	Executive Vice President
	Glenn A. Votek	Executive Vice President – Corporate Treasury & Assistant Treasurer
	Joseph R. Albano	Senior Vice President
	Joe A. Arroyo	Senior Vice President & Controller
	Usama Ashraf	Senior Vice President & Assistant Treasurer
	Barbara Callahan	Senior Vice President – Corporate Treasury & Assistant Treasurer
	Mark A. Carlson	Senior Vice President – Corporate Treasury
	Frank Garcia	Senior Vice President
	Daniel A. Mahoney	Senior Vice President
	Eric S. Mandelbaum	Senior Vice President & Clerk
	James V. Marino	Senior Vice President
	Kenneth P. Reynolds	Senior Vice President, Treasurer & Controller
	Ronald L. Riecks	Senior Vice President
	Paul W. Scharpf	Senior Vice President
	James P. Shanahan	Senior Vice President & Assistant Clerk
	Clyde R. Yandell	Senior Vice President & Operations Manager
	Kathleen A. Beck	Vice President – Corporate Treasury
	Kenneth P. Brown	Vice President
	Mike Bruman	Vice President
	Michael P. Derrico	Vice President
	Vincent DIngianni	Vice President
	Henry Duncan	Vice President
	Charlotte A. Ewasko	Vice President
	Robert T. Geis	Vice President & Assistant Secretary
	Hal W. Hitch	Vice President
	David Hunt	Vice President
	Dennis J. Kemmer	Vice President & Assistant Clerk
	Krista Leis	Vice President
	Debbie Long	Vice President
	Kathleen Nassaney	Vice President – Tax
	Carol T. Pelkowski	Vice President
	Frank Riepl	Vice President – Tax
	Gilmar Rodrigues	Vice President
	John P. Sirico, II	Vice President & Assistant Secretary
	Cole Silver	Vice President & Assistant Secretary


Guarantor	Name and Office
	Deborah A. Wirth	Vice President

Education Loan Servicing	Robert J. Ingato	Director
Corporation	Eric S. Mandelbaum	Director
	Glenn A. Votek	Director
	Randall Chesler	President
	Robert J. Ingato	Executive Vice President & Assistant Secretary
	Glenn A. Votek	Executive Vice President – Corporate Treasury & Treasurer
	Usama Ashraf	Senior Vice President & Assistant Treasurer
	Barbara Callahan	Senior Vice President – Corporate Treasury & Assistant Treasurer
	Mark A. Carlson	Senior Vice President – Corporate Treasury & Assistant Treasurer
	David Harmon	Senior Vice President
	Michael C. Magee	Senior Vice President
	Eric S. Mandelbaum	Senior Vice President & Secretary
	Janet Epp-Rosenthal	Director & Assistant Secretary
	David Finn	Director
	Kathleen Nassaney	Director – Tax
	Frank Riepl	Director – Tax
	John P. Sirico, II	Director & Assistant Secretary
	Kathleen A. Beck	Vice President – Corporate Treasury
	Christopher Dewes	Vice President
	Robert H. Hart	Vice President
	Thomas G. Leick	Vice President
	Gerald T. McFadden	Vice President
	Gilmar Rodrigues	Vice President
	Karen D. Woodrum	Vice President

Equipment Acceptance	Robert J. Ingato	Director
Corporation	Glenn A. Votek	Director
	Eric S. Mandelbaum	Director
	C. Jeffrey Knittel	President
	George D. Cashman	Executive Vice President
	Anthony Diaz	Executive Vice President
	Robert J. Ingato	Executive Vice President & Assistant Secretary
	Glenn A. Votek	Executive Vice President – Corporate Treasury & Treasurer
	Kenneth I. Brown	Senior Vice President
	Mark A. Carlson	Senior Vice President – Corporate Treasury & Assistant Treasurer
	Randy L. Feuerstein	Senior Vice President & Assistant Secretary
	Barbara C. Galaini	Senior Vice President & Controller
	Nicole Kelsey	Senior Vice President & Assistant Secretary
	Michael C. Magee	Senior Vice President
	Eric S. Mandelbaum	Senior Vice President & Secretary
	Stephen Millas	Senior Vice President & Assistant Secretary
	Salvatore “Torey” Riso	Senior Vice President & Assistant Secretary
	Karen Scowcroft	Senior Vice President & Assistant Secretary
	Stephen Z. Serepca	Senior Vice President
	James P. Shanahan	Senior Vice President & Assistant Secretary
	John Shavinsky	Senior Vice President
	Jean B. Stein	Senior Vice President
	Janet Epp-Rosenthal	Director & Assistant Secretary
	Ira Finkelson	Director & Assistant Secretary
	Charles P. McGrath	Director
	Kathleen Nassaney	Director – Tax


Guarantor	Name and Office
	Frank Riepl	Director – Tax
	Stephen C. Rosenberger	Director
	Kathleen A. Beck	Vice President – Corporate Treasury
	Matthew G. Beirne	Vice President
	Nancy A. Nardella	Vice President
	Richard J. O’Neill	Vice President
	Kathleen M. Park	Vice President
	Stuart Schwartzberg	Vice President
	Catherine A. Stiglich	Vice President
	Jennifer I. Villa	Vice President & Assistant Secretary

Franchise Portfolio 1, Inc.	Eric S. Mandelbaum	Director
	Glenn A. Votek	Director
	Margaret Brown	President
	Steven Warden	President
	Glenn A. Votek	Executive Vice President – Corporate Treasury & Treasurer
	Michael C. Magee	Senior Vice President
	Eric S. Mandelbaum	Senior Vice President & Secretary
	Kathleen Nassaney	Director – Tax
	Frank Riepl	Director – Tax
	Kathleen A. Beck	Vice President – Corporate Treasury

Franchise Portfolio 2, Inc.	Eric S. Mandelbaum	Director
	Glenn A. Votek	Director
	Glenn A. Votek	Executive Vice President – Corporate Treasury & Treasurer
	Michael C. Magee	Senior Vice President
	Eric S. Mandelbaum	Senior Vice President & Secretary
	Kathleen Nassaney	Director – Tax
	Frank Riepl	Director – Tax
	Kathleen A. Beck	Vice President – Corporate Treasury

GFSC Aircraft Acquisition	Robert J. Ingato	Director
Financing Corporation	Glenn A. Votek	Director
	Eric S. Mandelbaum	Director
	C. Jeffrey Knittel	President
	Robert J. Ingato	Executive Vice President & Assistant Secretary
	Glenn A. Votek	Executive Vice President – Corporate Treasury & Treasurer
	Mark A. Carlson	Senior Vice President – Corporate Treasury & Assistant Treasurer
	Michael C. Magee	Senior Vice President
	Eric S. Mandelbaum	Senior Vice President & Secretary
	Salvatore “Torey” Riso	Senior Vice President & Assistant Secretary
	James P. Shanahan	Senior Vice President & Assistant Secretary
	Joseph R. Albano	Director & Assistant Secretary
	Thomas J. Ciccarino	Director & Assistant Controller
	Michael P. Derrico	Director
	Sheri L. Kelly	Director
	Kathleen Nassaney	Director – Tax
	Carol T. Pelkowski	Director
	Gerard T. Perry	Director
	Frank Riepl	Director – Tax
	Amy B. Smith	Director
	Kathleen A. Beck	Vice President – Corporate Treasury

Hudson Shipping Co., Inc.	Robert J. Ingato	Director
	Glenn A. Votek	Director


Guarantor	Name and Office
	Eric S. Mandelbaum	Director
	Joseph M. Leone	President & Chief Financial Officer
	Robert J. Ingato	Executive Vice President & Assistant Secretary
	Glenn A. Votek	Executive Vice President – Corporate Treasury & Treasurer
	Frank Garcia	Senior Vice President
	Michael C. Magee	Senior Vice President
	Eric S. Mandelbaum	Senior Vice President & Secretary
	James P. Shanahan	Senior Vice President & Assistant Secretary
	Kathleen Nassaney	Director – Tax
	Frank Riepl	Director – Tax
	Kathleen A. Beck	Vice President – Corporate Treasury

Namekeepers LLC	Eric S. Mandelbaum	Director
	Glenn A. Votek	Director
	Vacant	President
	Joseph M. Leone	Executive Vice President
	Frank Garcia	Vice President & Assistant Treasurer
	Robert J. Ingato	Vice President & General Counsel
	Eric S. Mandelbaum	Vice President & Secretary
	James P. Shanahan	Vice President & Assistant Secretary
	William J. Taylor	Vice President & Controller
	Glenn A. Votek	Vice President & Treasurer

Owner-Operator Finance	Robert J. Ingato	Director
Company	Glenn A. Votek	Director
	Eric S. Mandelbaum	Director
	Ron G. Arrington	President
	Robert J. Ingato	Executive Vice President & Assistant Secretary
	Glenn A. Votek	Executive Vice President – Corporate Treasury & Treasurer
	Mark A. Carlson	Senior Vice President – Corporate Treasury & Assistant Secretary
	Frank Garcia	Senior Vice President
	Michael C. Magee	Senior Vice President
	Eric S. Mandelbaum	Senior Vice President & Secretary
	James P. Shanahan	Senior Vice President & Assistant Secretary
	Kathleen Nassaney	Director – Tax
	Frank Riepl	Director – Tax
	Kathleen A. Beck	Vice President – Corporate Treasury

Student Loan Xpress, Inc.	Robert J. Ingato	Director
	Eric S. Mandelbaum	Director
	Glenn A. Votek	Director
	Randall M. Chesler	President
	Robert J. Ingato	Executive Vice President & Assistant Secretary
	Glenn A. Votek	Executive Vice President – Corporate Treasury & Treasurer
	Usama Ashraf	Senior Vice President & Assistant Treasurer
	Barbara Callahan	Senior Vice President – Corporate Treasury & Assistant Treasurer
	Mark A. Carlson	Senior Vice President – Corporate Treasury & Assistant Treasurer
	Karen W. Cifrese	Senior Vice President
	David Harmon	Senior Vice President
	Michael C. Magee	Senior Vice President
	Eric S. Mandelbaum	Senior Vice President & Secretary
	John Paradisi	Senior Vice President
	Vincent Schera	Senior Vice President


Guarantor	Name and Office
	David C. Costello	Director
	Janet Epp-Rosenthal	Director & Assistant Secretary
	David Finn	Director
	Kathleen Nassaney	Director – Tax
	Frank Riepl	Director– Tax
	John P. Sirico, II	Director & Assistant Secretary
	Kathleen A. Beck	Vice President – Corporate Treasury
	Jerome C. Gearding	Vice President
	Gilmar Rodrigues	Vice President
	Gary Sole	Vice President

The CIT Group/BC Securities	Robert J. Ingato	Director
Investment, Inc.	Glenn A. Votek	Director
	Eric S. Mandelbaum	Director
	Joseph M. Leone	President and Chief Financial Officer
	Robert J. Ingato	Executive Vice President & Assistant Secretary
	Glenn A. Votek	Executive Vice President – Corporate Treasury & Treasurer
	Barbara Callahan	Senior Vice President – Corporate Treasury & Assistant Treasurer
	Mark A. Carlson	Senior Vice President – Corporate Treasury
	Michael C. Magee	Senior Vice President
	Eric S. Mandelbaum	Senior Vice President & Secretary
	James P. Shanahan	Senior Vice President & Assistant Secretary
	Kathleen Nassaney	Director – Tax
	Frank Riepl	Director – Tax
	Kathleen A. Beck	Vice President – Corporate Treasury
	Michael J. McConnell	Vice President – Corporate Treasury

The CIT Group/Business Credit,	Robert J. Ingato	Director
Inc.	Eric S. Mandelbaum	Director
	Glenn A. Votek	Director
	Marc L. Adelson	President
	Margaret A. Brown	Executive Vice President
	Richard DePaul	Executive Vice President
	Robert J. Ingato	Executive Vice President & Assistant Secretary
	Michael C. Magee	Executive Vice President
	John O’Kane	Executive Vice President
	Friedman G. Penny	Executive Vice President
	Gary J. Prager	Executive Vice President
	Joseph J. Richardson	Executive Vice President
	Paul W. Scharpf	Executive Vice President
	Peter L. Skavla	Executive Vice President
	William J. Taylor	Executive Vice President & Controller
	Glenn A. Votek	Executive Vice President – Corporate Treasury & Treasurer
	Steven N. Warden	Executive Vice President
	Usama F. Ashraf	Senior Vice President & Assistant Treasurer
	Barbara Callahan	Senior Vice President & Assistant Treasurer
	Mark A. Carlson	Senior Vice President – Corporate Treasury
	Michael J. Cleary	Senior Vice President & Assistant Secretary
	James P. Conheeney	Senior Vice President
	James H. Cooper	Senior Vice President
	Christopher Esposito	Senior Vice President
	Burt Feinberg	Senior Vice President
	Craig A. Goldstein	Senior Vice President
	Neal T. Legan	Senior Vice President
	Veronica Lubezenko	Senior Vice President


Guarantor	Name and Office
	Eric S. Mandelbaum	Senior Vice President & Secretary
	Stuart H. Nectow	Senior Vice President
	Suzanne Palmer	Senior Vice President
	Jean Passalaqua	Senior Vice President
	Debra A. Putzer	Senior Vice President
	Timothy Rafanello	Senior Vice President
	Robert Schenker	Senior Vice President and Chief Financial Officer
	James P. Shanahan	Senior Vice President & Assistant Secretary
	Renee Singer	Senior Vice President
	Charles Soutar	Senior Vice President
	Carrie Stead	Senior Vice President
	Jason B. Stewart	Senior Vice President
	Francisco “Paco” Torrado	Senior Vice President
	Peter Connolly	Managing Director (Officer)
	Vincent DeVito	Managing Director (Officer)
	Patrick Flynn	Managing Director (Officer)
	Andrew Giangrave	Managing Director (Officer)
	Tom McNicholas	Managing Director (Officer)
	Jeffrey Ulmer	Managing Director (Officer)
	Joseph C. Amato	Vice President
	Frederick Avila	Vice President & Assistant Secretary
	Jay Baldinelli	Vice President
	Kathleen A. Beck	Vice President – Corporate Treasury
	James A. Brennan, Jr.	Vice President
	Eustachio Bruno	Vice President
	Carmen Caporrino	Vice President
	Lisa Ciampi	Vice President
	Ronald Dacher	Vice President
	Nicholas J. DeFabrizio	Vice President & Assistant Secretary
	Robert W. Franklin	Vice President & Assistant Secretary
	Allison J. Friedman	Vice President
	Michael A. Graham	Vice President
	Andrew S. Hausspiegel	Vice President
	James R. Heed	Vice President & Assistant Secretary
	James L. Hudak	Vice President
	William Kearney	Vice President
	Laurie Moon-Jung Kim	Vice President & Assistant Secretary
	Aaron Kitlowski	Vice President & Assistant Secretary
	Robert Klein	Vice President
	Shaun Kleinman	Vice President
	James Kopack	Vice President
	Dan Letizia	Vice President
	Rebecca J. Martin	Vice President
	Benjamin Marzouk	Vice President
	Anton I. Matusevich	Vice President
	Stewart McLeod	Vice President
	Eddy L. Milstein	Vice President
	Michael V. Monahan	Vice President
	James R. Mortimer	Vice President & Assistant Secretary
	Kathleen Nassaney	Vice President – Tax
	Jennifer Park	Vice President & Assistant Secretary
	Tonya Peters	Vice President
	Robyn Pingree	Vice President
	Frank Riepl	Vice President – Tax
	Salvatore “Torey” Riso	Vice President & Assistant Secretary
	Daniel Sanchez	Vice President
	Steven Sanislo	Vice President
	Earl Scurlock	Vice President


Guarantor	Name and Office
	John P. Sirico, II	Vice President & Assistant Secretary
	Christopher Sones	Vice President
	Brian R. St. James	Vice President & Assistant Secretary
	Jorge Wagner	Vice President & Assistant Secretary
	Douglas Witte	Vice President & Assistant Secretary
	Rick Wolverton	Vice President
	Steven Wolverton	Vice President
	Richard Rossi	Senior Director (Officer)
	Angela Harmon	Senior Director (Officer)
	Thomas Lynch	Director (Officer)

The CIT Group/Capital Finance,	Robert J. Ingato	Director
Inc.	Glenn A. Votek	Director
	Eric S. Mandelbaum	Director
	C. Jeffrey Knittel	President
	George D. Cashman	Executive Vice President
	Anthony Diaz	Executive Vice President
	Robert J. Ingato	Executive Vice President & Assistant Secretary
	Glenn A. Votek	Executive Vice President – Corporate Treasury & Treasurer
	Kenneth I. Brown	Senior Vice President & Assistant Secretary
	Mark A. Carlson	Senior Vice President – Corporate Treasury & Assistant Treasurer
	Randy L. Feuerstein	Senior Vice President & Assistant Secretary
	Barbara C. Galaini	Senior Vice President & Controller
	Nicole Kelsey	Senior Vice President & Assistant Secretary
	Michael C. Magee	Senior Vice President
	Eric S. Mandelbaum	Senior Vice President & Secretary
	Stephen Millas	Senior Vice President & Assistant Secretary
	Nicholas Pastushan	Senior Vice President
	Salvatore “Torey” Riso	Senior Vice President & Assistant Secretary
	Karen Scowcroft	Senior Vice President & Assistant Secretary
	Stephen Z. Serepca	Senior Vice President
	James P. Shanahan	Senior Vice President & Assistant Secretary
	John Shavinsky	Senior Vice President
	Jean B. Stein	Senior Vice President
	Janet Epp-Rosenthal	Director & Assistant Secretary
	Ira Finkelson	Director & Assistant Secretary
	James Thomas Garry	Director
	Charles P. McGrath	Director
	Kathleen Nassaney	Director – Tax
	Frank Riepl	Director – Tax
	Stephen C. Rosenberger	Director
	Kathleen A. Beck	Vice President – Corporate Treasury
	Matthew G. Beirne	Vice President
	Neil Burgess	Vice President
	Lars R. Durban	Vice President
	Mark L. Ebanks	Vice President
	Frank B. Inzitari	Vice President
	Nancy A. Nardella	Vice President
	Richard J. O’Neill	Vice President
	Kathleen M. Park	Vice President
	Stuart Schwartzberg	Vice President
	Catherine A. Stiglich	Vice President

The CIT Group/Capital	Robert J. Ingato	Director
Transportation, Inc.	Glenn A. Votek	Director
	C. Jeffrey Knittel	President


Guarantor	Name and Office
	Timothy J. Bennett	Executive Vice President
	Kenneth I. Brown	Executive Vice President
	George D. Cashman	Executive Vice President
	Anthony Diaz	Executive Vice President
	Patrick Henry Dowling	Executive Vice President
	Robert J. Ingato	Executive Vice President & Assistant Secretary
	Michael C. Magee	Executive Vice President
	Stephen L. McClure	Executive Vice President
	William J. Taylor	Executive Vice President & Assistant Controller
	Glenn A. Votek	Executive Vice President – Corporate Treasury & Treasurer
	Mark A. Carlson	Senior Vice President – Corporate Treasury
	Richard H. Crofton	Senior Vice President
	Randy L. Feuerstein	Senior Vice President & Assistant Secretary
	Barbara C. Galaini	Senior Vice President & Controller
	Eric S. Mandelbaum	Senior Vice President & Secretary
	Nicholas Pastushan	Senior Vice President
	Karen Scowcroft	Senior Vice President & Assistant Secretary
	Stephen Z. Serepca	Senior Vice President
	James P. Shanahan	Senior Vice President & Assistant Secretary
	Jean B. Stein	Senior Vice President
	Kathleen A. Beck	Vice President – Corporate Treasury
	Matthew G. Beirne	Vice President
	Neil Burgess	Vice President
	Janet Epp-Rosenthal	Vice President & Assistant Secretary
	Ira Finkelson	Vice President & Assistant Secretary
	James Thomas Garry	Vice President
	Nicole Kelsey	Vice President & Assistant Secretary
	Thomas W. Maddi	Vice President & Assistant Secretary
	Charles P. McGrath	Vice President
	Stephen Millas	Vice President & Assistant Secretary
	Nancy A. Nardella	Vice President
	Kathleen Nassaney	Vice President – Tax
	Richard J. O’Neill	Vice President
	Kathleen M. Park	Vice President
	Frank Riepl	Vice President – Tax
	Salvatore “Torey” Riso	Vice President & Assistant Secretary
	Stephen C. Rosenberger	Vice President
	Stuart Schwartzberg	Vice President
	John Shavinsky	Vice President
	Thomas M. Simpson	Vice President & Assistant Secretary
	Catherine A. Stiglich	Vice President
	Jennifer I. Villa	Vice President

The CIT Group/CmS Securities	Robert J. Ingato	Director
Investment, Inc.	Glenn A. Votek	Director
	Eric S. Mandelbaum	Director
	Joseph M. Leone	President & Chief Financial Officer
	Robert J. Ingato	Executive Vice President & Assistant Secretary
	Glenn A. Votek	Executive Vice President – Corporate Treasury & Treasurer
	Mark A. Carlson	Senior Vice President – Corporate Treasury & Assistant Treasurer
	Michael C. Magee	Senior Vice President
	Eric S. Mandelbaum	Senior Vice President & Secretary
	James R. Mortimer	Senior Vice President & Assistant Secretary
	James P. Shanahan	Senior Vice President & Assistant Secretary
	Kathleen Nassaney	Director – Tax


Guarantor	Name and Office
	Frank Riepl	Director – Tax
	Kathleen A. Beck	Vice President – Corporate Treasury

The CIT Group/Commercial	Robert J. Ingato	Director
Services, Inc.	Glenn A. Votek	Director
	John F. Daly	President
	Michael Baresich	Executive Vice President
	Mitchell F. Cohen	Executive Vice President
	Rita M. Fletcher	Executive Vice President
	Marc Heller	Executive Vice President
	Robert J. Ingato	Executive Vice President & Assistant Secretary
	Jonathan A. Lucas	Executive Vice President
	Michael C. Magee	Executive Vice President
	Terry Oelschlaeger	Executive Vice President
	Charles R. Powell	Executive Vice President
	Joseph J. Richardson	Executive Vice President
	Paul W. Scharpf	Executive Vice President
	William J. Taylor	Executive Vice President & Controller
	Glenn A. Votek	Executive Vice President – Corporate Treasury & Treasurer
	Usama Ashraf	Senior Vice President & Assistant Treasurer
	Edward J. Ahearn	Senior Vice President
	Darrin M. Beer	Senior Vice President
	Martin Bush	Senior Vice President
	Barbara Callahan	Senior Vice President – Corporate Treasury
	Mark A. Carlson	Senior Vice President – Corporate Treasury
	Timothy E. Cropper	Senior Vice President
	Michael I. Dicker	Senior Vice President
	Charles R. Donner	Senior Vice President
	Randy L. Feuerstein	Senior Vice President – Assistant Secretary
	Joseph A. Florio	Senior Vice President
	Kevin Gillespie	Senior Vice President
	Michael G. Hudgens	Senior Vice President
	Nathan Hugg	Senior Vice President
	William C. Johannesen	Senior Vice President
	Gordon A. Jones	Senior Vice President
	Clayton K. Kwai	Senior Vice President
	Richard F. Lee	Senior Vice President
	Vivian Lee	Senior Vice President
	Robert K. Lewin	Senior Vice President
	Joseph Lux	Senior Vice President
	Eric S. Mandelbaum	Senior Vice President & Secretary
	Stephen Millas	Senior Vice President & Assistant Secretary
	Peter Mulroy	Senior Vice President
	Grover P. Reinle	Senior Vice President
	Kevin Ritter	Senior Vice President
	Patrick J. Rohan	Senior Vice President
	James V. Romano	Senior Vice President
	Albert R. Saltzman	Senior Vice President
	Robert Schenker	Senior Vice President & Chief Financial Officer
	Eugene Schwartz	Senior Vice President
	Karen Scowcroft	Senior Vice President & Assistant Secretary
	James P. Shanahan	Senior Vice President & Assistant Secretary
	Jean B. Stein	Senior Vice President
	W. Lewis III Tabb	Senior Vice President
	Kevin J. Winsch	Senior Vice President
	Joy Zhu	Senior Vice President
	Peter Connolly	Managing Director (Officer)


Guarantor	Name and Office
	Tom McNicholas	Managing Director (Officer)
	Francisco “Paco” Torrado	Managing Director (Officer)
	Jeffrey Ulmer	Managing Director (Officer)
	William F. Andrews	Vice President & Assistant Secretary
	Thomas F. Arakaki	Vice President
	Cheryle Arevalo	Vice President
	Ellen Bank	Vice President
	Joseph M. Barbagiovann	Vice President
	Kathleen A. Beck	Vice President – Corporate Treasury
	Julie N. Berberian	Vice President
	James Bodie	Vice President
	Sydnee A. Breuer	Vice President
	Debra Brown	Vice President
	Darrell Bushnell	Vice President
	Kim Carpenter	Vice President
	Tony Cheng	Vice President
	Laura L. Choi	Vice President
	Lisa Ciampi	Vice President
	Justin Coffey	Vice President
	David Collins	Vice President
	James Condina	Vice President
	Maria Contino	Vice President
	Carlene Courtney	Vice President
	Robert Cowherd	Vice President
	Harriette R. Daniel	Vice President
	Michael C. De Lorme	Vice President
	Liliam R. Delgado	Vice President
	Michael Demsky	Vice President
	Anthony Diaz	Vice President
	James Ditta	Vice President
	James Dugger	Vice President
	Martin Dulin	Vice President
	James C. East	Vice President
	Janet Epp-Rosenthal	Vice President & Assistant Secretary
	Bart Evans	Vice President
	James E. Ezemoli	Vice President
	Mary Farley	Vice President
	Nicholas A. Feretic	Vice President
	Ira Finkelson	Vice President – Assistant Secretary
	Mark Forchheimer	Vice President
	Martin J. Forcina	Vice President
	Robert Foster	Vice President
	Robert W. Franklin	Vice President & Assistant Secretary
	Albert C. Garland	Vice President
	Anthony M. Giarratano	Vice President
	Craig A. Goldstein	Vice President
	Diane R. Hassell	Vice President
	James R. Heed	Vice President & Assistant Secretary
	Michael Helms	Vice President
	Curt Hippensteel	Vice President
	Peggy Joyce	Vice President
	Laurie Jun	Vice President & Assistant Secretary
	Lynn E. Jursca	Vice President
	Kulwant Kaur	Vice President
	June H. Keller	Vice President
	Nicole Kelsey	Vice President & Assistant Secretary
	Jay M. Kerschman	Vice President
	Jeanette King	Vice President


Guarantor	Name and Office
	C. Jeffrey Knittel	Vice President
	David R. Kotler	Vice President
	Jeffrey Kremberg	Vice President
	Ernesto S. Langit	Vice President
	Jeffrey Lew	Vice President
	Theodore J. Lewin	Vice President
	Richard K. Louie	Vice President
	Mark A. Luciani	Vice President
	Wayne R. Maberry	Vice President
	Sam J. Macrillo	Vice President
	John Marsha	Vice President
	David W. Mault	Vice President
	Tiffany F. McLeod	Vice President
	Michael Meehan	Vice President
	Julia M. Metzger	Vice President & Assistant Secretary
	Richard W. Metzger	Vice President
	James R. Mortimer	Vice President & Assistant Secretary
	Kathleen Nassaney	Vice President – Tax
	Richard J. O’Neill	Vice President
	Brenda Painter	Vice President
	Joseph Pascal	Vice President
	Jim Pefinis	Vice President
	Daniel Petterson	Vice President
	William T. Pitlak	Vice President
	Brian G. Porter	Vice President
	Kevin M. Profit	Vice President & Assistant Secretary
	Daniel Quinlan	Vice President
	David S. Rauch	Vice President & Assistant Secretary
	Michael B. Rayner	Vice President
	Frank Riepl	Vice President – Tax
	William Riggin	Vice President
	Salvatore “Torey” Riso	Vice President & Assistant Secretary
	Gilmar Rodrigues	Vice President
	Shari Ross	Vice President
	Gregory P. Servin	Vice President
	Joseph C. Sgalardi	Vice President
	John R. Sherwood	Vice President
	Jay I. Silberkleit	Vice President
	Lawrence A. Silver	Vice President
	Lorrick L. Simon	Vice President
	Ruth Simon	Vice President & Assistant Secretary
	John P. Sirico, II	Vice President & Assistant Secretary
	William Skidmore	Vice President
	John W. Smith, II	Vice President
	Robert Spitz	Vice President
	Bradley Stanza	Vice President
	Deborah R. Steinberg	Vice President
	Lee A. Sullivan	Vice President
	Bruce Tenzer	Vice President & Assistant Secretary
	John R. Tinnell, Jr	Vice President
	Jane E. Todd	Vice President
	Teresa Trucchio	Vice President
	Gerard T. Trupia	Vice President
	J. Dan Upchurch	Vice President
	Arnold K. Wachsberger	Vice President
	Emily Ware	Vice President
	Lou Ann Weiss	Vice President
	Roger S. Welker	Vice President


Guarantor	Name and Office
	Vernon Wells	Vice President
	Stanley R. Zaremba	Vice President
	Regina M. Zecca	Vice President

The CIT Group/Commercial	Robert J. Ingato	Director
Services, Inc. (Va.)	Glenn A. Votek	Director
	John F. Daly	President
	Robert J. Ingato	Executive Vice President & Assistant Secretary
	Michael C. Magee	Executive Vice President
	Stephen L. McClure	Executive Vice President
	William J. Taylor	Executive Vice President & Controller
	Glenn A. Votek	Executive Vice President – Corporate Treasury & Treasurer
	Mark A. Carlson	Senior Vice President – Corporate Treasury
	Eric S. Mandelbaum	Senior Vice President & Secretary
	James P. Shanahan	Senior Vice President & Assistant Secretary
	Kathleen A. Beck	Vice President – Corporate Treasury
	Kathleen Nassaney	Vice President – Tax
	Frank Riepl	Vice President – Tax
	Robert Schenker	Vice President

The CIT Group/Consumer	W. Taylor Kamp	Director
Finance, Inc. (NY)	Eric S. Mandelbaum	Director
	W. Taylor Kamp	President
	Glenn A. Votek	Executive Vice President – Corporate Treasury & Assistant Treasurer
	Usama Ashraf	Senior Vice President & Assistant Treasurer
	Barbara Callahan	Senior Vice President – Corporate Treasury & Assistant Treasurer
	Mark A. Carlson	Senior Vice President – Corporate Treasury & Assistant Treasurer
	Frank Garcia	Senior Vice President
	Eric S. Mandelbaum	Senior Vice President & Secretary
	John Paradisi	Senior Vice President
	William G. Delaney	Director
	Kathleen Nassaney	Director – Tax
	Michael Plaia	Director
	Frank Riepl	Director – Tax
	John P. Sirico, II	Director & Assistant Secretary
	Christopher Devitto	Vice President
	Gilmar Rodrigues	Vice President
	Eddie Tomasso	Vice President

The CIT Group/Consumer	W. Taylor Kamp	Director
Finance, Inc. (TN)	Eric S. Mandelbaum	Director
	W. Taylor Kamp	President
	Glenn A. Votek	Executive Vice President – Corporate Treasury & Treasurer
	Usama Ashraf	Senior Vice President & Assistant Treasurer
	Barbara Callahan	Senior Vice President & Assistant Treasurer
	Mark A. Carlson	Senior Vice President – Corporate Treasury
	Frank Garcia	Senior Vice President
	Eric S. Mandelbaum	Senior Vice President & Secretary
	John Paradisi	Senior Vice President
	Kathleen Nassaney	Director – Tax
	Michael Plaia	Director
	Frank Riepl	Director – Tax
	John P. Sirico, II	Director & Assistant Secretary
	Christopher Devitto	Vice President


Guarantor	Name and Office
	Gilmar Rodrigues	Vice President
	Eddie Tomasso	Vice President

The CIT Group/Corporate	Robert J. Ingato	Director
Aviation, Inc.	Glenn A. Votek	Director
	C. Jeffrey Knittel	President
	Timothy J. Bennett	Executive Vice President
	David A. Davis	Executive Vice President
	Anthony Diaz	Executive Vice President
	Robert J. Ingato	Executive Vice President & Assistant Secretary
	J. Daryl MacLellan Michael C. Magee	Executive Vice President Executive Vice President
	William J. Taylor	Executive Vice President & Controller
	Glenn A. Votek	Executive Vice President – Corporate Treasury & Treasurer
	Joseph R. Albano	Senior Vice President & Assistant Secretary
	Kenneth I. Brown	Senior Vice President
	Mark A. Carlson	Senior Vice President – Corporate Treasury
	Richard H. Crofton	Senior Vice President
	Randy L. Feuerstein	Senior Vice President & Assistant Secretary
	Dana G. Hammond	Senior Vice President
	Paul F. Hughes	Senior Vice President
	Charles T. Lee	Senior Vice President
	Eric S. Mandelbaum	Senior Vice President & Secretary
	Nicholas Pastushan	Senior Vice President
	Ronald L. Riecks	Senior Vice President
	Karen Scowcroft	Senior Vice President & Assistant Secretary
	James P. Shanahan	Senior Vice President & Assistant Secretary
	Jean B. Stein	Senior Vice President
	Kathleen A. Beck	Vice President – Corporate Treasury
	Matthew G. Beirne	Vice President
	Lynn M. Breinholt	Vice President
	Neil Burgess	Vice President
	Paul T. Candler	Vice President
	Thomas J. Ciccarino	Vice President & Assistant Controller
	Michael P. Derrico	Vice President
	Janet Epp-Rosenthal	Vice President & Assistant Secretary
	Ira Finkelson	Vice President & Assistant Secretary
	James Thomas Garry	Vice President
	Alan P. Gerber	Vice President
	Raymond E. Hendon	Vice President
	Nicole Kelsey	Vice President & Assistant Secretary
	Michael S. Lewis	Vice President
	William F. Logan	Vice President
	Thomas W. Maddi	Vice President & Assistant Secretary
	Charles P. McGrath	Vice President
	Stephen Millas	Vice President & Assistant Secretary
	Charles L. Miller	Vice President
	Nancy A. Nardella	Vice President
	Kathleen Nassaney	Vice President – Tax
	Richard J. O’Neill	Vice President
	Kathleen M. Park	Vice President
	David John Pay	Vice President & Assistant Secretary
	Carol T. Pelkowski	Vice President
	Gerard T. Perry	Vice President
	James Porterfield	Vice President
	Harold Ray	Vice President
	Frank Riepl	Vice President – Tax


Guarantor	Name and Office
	Salvatore “Torey” Riso	Vice President & Assistant Secretary
	Stephen C. Rosenberger	Vice President
	Mark E. Saylor	Vice President
	John Schavinsky	Vice President
	Stuart Schwartzberg	Vice President
	Richard G. Seiffert	Vice President
	Amy B. Smith	Vice President
	Phillip D. Trimble	Vice President

The CIT Group/Equipment	Robert J. Ingato	Director
Financing, Inc.	Eric S. Mandelbaum	Director
	Glenn A. Votek	Director
	Vacant	President
	Marc L. Adelson	Executive Vice President
	Timothy J. Bennett	Executive Vice President
	Kenneth I. Brown	Executive Vice President
	Margaret A. Brown	Executive Vice President
	Roger Burns	Executive Vice President
	George D. Cashman	Executive Vice President
	Peter Connolly	Executive Vice President
	David A. Davis	Executive Vice President
	Anthony Diaz	Executive Vice President
	Robert J. Ingato	Executive Vice President & Assistant Secretary
	C. Jeffrey Knittel	Executive Vice President
	Michael C. Magee	Executive Vice President
	Stephen L. McClure	Executive Vice President
	Paul W. Scharpf	Executive Vice President
	Scott Spicer	Executive Vice President
	William J. Taylor	Executive Vice President & Controller
	John Vallis	Executive Vice President
	Glenn A. Votek	Executive Vice President – Corporate Treasury & Treasurer
	Steven N. Warden	Executive Vice President
	William Koslo	Managing Director (Officer)
	Chris O’Connor	Managing Director (Officer)
	Angela Harmon	Senior Director (Officer)
	Richard Rossi	Senior Director (Officer)
	Usama Ashraf	Senior Vice President & Assistant Treasurer
	Barbara Callahan	Senior Vice President – Corporate Treasury
	Mark A. Carlson	Senior Vice President – Corporate Treasury
	Richard H. Crofton	Senior Vice President
	Vincent DeVito	Senior Vice President
	Dan DiStefano	Senior Vice President
	Jonathan Domm	Senior Vice President
	Randy L. Feuerstein	Senior Vice President & Assistant Secretary
	Patrick Flynn	Senior Vice President
	Barbara C. Galaini	Senior Vice President & Controller, Capital Finance
	Andrew Giangrave	Senior Vice President
	Steven Kobriger	Senior Vice President
	Mel Kusta	Senior Vice President
	Wade Layton	Senior Vice President
	Charles T. Lee	Senior Vice President
	Daniel A. Mahoney	Senior Vice President
	Eric S. Mandelbaum	Senior Vice President & Secretary
	James V. Marino	Senior Vice President
	Tom McNicholas	Senior Vice President
	Alisa Micarelli	Senior Vice President
	Stephen Millas	Senior Vice President & Assistant Secretary


Guarantor	Name and Office
	Barry Nohalty	Senior Vice President
	John O’Kane	Senior Vice President
	Nicholas Pastushan	Senior Vice President
	Stephen C. Rosenberger	Senior Vice President
	Gordon Saint-Denis	Senior Vice President
	Robert Schenker	Senior Vice President
	Karen Scowcroft	Senior Vice President & Assistant Secretary
	Stephen Z. Serepca	Senior Vice President
	James P. Shanahan	Senior Vice President & Assistant Secretary
	Nicholas Small	Senior Vice President
	Carrie Stead	Senior Vice President
	Jean B. Stein	Senior Vice President
	Terence Sullivan	Senior Vice President
	Francisco “Paco” Torrado	Senior Vice President
	Jeffrey Ulmer	Senior Vice President
	Thomas E. Westdyk	Senior Vice President
	Frederick Avila	Vice President & Assistant Secretary
	Kathleen A. Beck	Vice President – Corporate Treasury
	Matthew G. Beirne	Vice President
	Joseph A. Bentivegna	Vice President
	Donald Bradley	Vice President
	David Braffman	Vice President & Assistant Secretary
	Neil Burgess	Vice President
	Daniel Burnett	Vice President
	Mike Calabucci	Vice President
	Paul T. Candler	Vice President
	Nicholas J. DeFabrizio	Vice President & Assistant Secretary
	William G. Delaney	Vice President
	Frank Diodati	Vice President
	Michael DiScala	Vice President
	Brendan Doyle	Vice President
	Janet Epp-Rosenthal	Vice President & Assistant Secretary
	Steven D. Epperly	Vice President
	William Evenson	Vice President
	Maria Fernandez	Vice President
	Ira Finkelson	Vice President & Assistant Secretary
	Joseph A. Florio	Vice President
	James Thomas Garry	Vice President
	Alan P. Gerber	Vice President
	M. Roy Gosse	Vice President
	Jeffrey Haden	Vice President
	David Harnisch	Vice President
	Anthony Holland	Vice President
	Randal Houk	Vice President
	James L. Hudak	Vice President
	David Hunt	Vice President
	Dave Jackson	Vice President
	Laurie Jun	Vice President & Assistant Secretary
	Joseph Junda	Vice President
	Lucinda L. Kelly	Vice President
	Nicole Kelsey	Vice President & Assistant Secretary
	Aaron Kitlowski	Vice President & Assistant Secretary
	Daniel E. Koster	Vice President
	Brad Leibold	Vice President
	William F. Logan	Vice President
	Bill Lyness	Vice President
	Jeff Lytle	Vice President
	Pamela Mac	Vice President


Guarantor	Name and Office
	Thomas W. Maddi	Vice President & Assistant Secretary
	Robert A. Masucci	Vice President
	Anton I. Matusevich	Vice President
	Bruce McClelland	Vice President
	Charles P. McGrath	Vice President
	Julia Metzger	Vice President
	Charles L. Miller	Vice President
	Michael V. Monahan	Vice President
	John Morabito	Vice President
	Nancy A. Nardella	Vice President
	Kathleen Nassaney	Vice President – Tax
	Craig Newlun	Vice President
	William P. O’Brien	Vice President
	Richard J. O’Neill	Vice President
	Donald Oberg	Vice President
	Joseph Papa	Vice President
	Michael Parisien	Vice President
	Jennifer Park	Vice President & Assistant Secretary
	Kathleen M. Park	Vice President
	Andy Polglase	Vice President
	Scott P. Ploshay	Vice President
	James Porterfield	Vice President
	Harold Ray	Vice President
	Steven K. Reedy	Vice President
	Frank Riepl	Vice President – Tax
	Salvatore “Torey” Riso	Vice President & Assistant Secretary
	Gilmar Rodrigues	Vice President
	Katie Saunders	Vice President
	Mark E. Saylor	Vice President
	Stuart Schwartzberg	Vice President
	George L. Scott	Vice President
	Richard G. Seiffert	Vice President
	John Shavinsky	Vice President
	Cole Silver	Vice President & Assistant Secretary
	David E. Singer	Vice President & Assistant Secretary
	John P. Sirico, II	Vice President & Assistant Secretary
	Amy B. Smith	Vice President
	Earnest Smith	Vice President
	Brian R. St. James	Vice President & Assistant Secretary
	Catherine A. Stiglich	Vice President
	John A. Tamburro	Vice President
	Phillip D. Trimble	Vice President
	Mark van Ophem	Vice President & Assistant Secretary
	Jorge Wagner	Vice President & Assistant Secretary
	John M. Walling	Vice President
	Douglas Witte	Vice President & Assistant Secretary
	Thomas Lynch	Director (Officer)
	John M. O’Donnell	Director (Officer)

The CIT Group/Equity	Eric S. Mandelbaum	Director
Investments, Inc.	Glenn A. Votek	Director
	J. Daryl MacLellan	President
	Margaret A. Brown	Executive Vice President
	Roger Burns	Executive Vice President
	Peter Connolly	Executive Vice President
	James L. Hudak	Executive Vice President
	Robert J. Ingato	Executive Vice President & Assistant Secretary
	Glenn A. Votek	Executive Vice President – Corporate Treasury & Treasurer


Guarantor	Name and Office
	Steven N. Warden	Executive Vice President
	Mark A. Carlson	Senior Vice President – Corporate Treasury & Assistant Treasurer
	Scott A. Carlson	Senior Vice President
	Michael J. Cleary	Senior Vice President & Assistant Secretary
	Nicole Kelsey	Senior Vice President & Assistant Secretary
	Michael C. Magee	Senior Vice President
	Eric S. Mandelbaum	Senior Vice President & Secretary
	Stephen Millas	Senior Vice President & Assistant Secretary
	Salvatore “Torey” Riso	Senior Vice President & Assistant Secretary
	Harold J. Schroeder	Senior Vice President
	Karen Scowcroft	Senior Vice President & Assistant Secretary
	James P. Shanahan	Senior Vice President & Assistant Secretary
	Jeffrey Ulmer	Senior Vice President
	Vincent DeVito	Managing Director
	Steven Dowe	Managing Director
	Patrick Flynn	Managing Director
	Andrew Giangrave	Managing Director
	David M. Harnisch	Managing Director
	Michael McDugall	Managing Director
	Thomas McNicholas	Managing Director
	Alisa Micarelli	Managing Director
	Michael Monahan	Managing Director
	Terence Sullivan	Managing Director
	Kenneth Wendler	Managing Director
	Vincent Belcastro	Director
	Carmen Caporrino	Director
	Nicholas J. DeFabrizio	Director & Assistant Secretary
	Aaron Kitlowski	Director & Assistant Secretary
	Michael LaManes	Director
	Neal Legan	Director
	Kathleen Nassaney	Director – Tax
	Donald Oberg	Director
	Scott Ploshay	Director
	Frank Riepl	Director – Tax
	John Sawn	Director
	Cole Silver	Director & Assistant Secretary
	Renee Singer	Director
	Jorge Wagner	Director & Assistant Secretary
	Krister Anderson	Vice President
	Kathleen A. Beck	Vice President – Corporate Treasury
	David Braffman	Vice President & Assistant Secretary
	Sherrese Clarke	Vice President
	Mark Esposito	Vice President
	Andrew Fanelli	Vice President
	Martin Healey	Vice President
	Anthony Holland	Vice President
	Jeff Joslin	Vice President
	Veronica Lubczenko	Vice President
	Frank Monzo	Vice President
	Karoline Moxham	Vice President
	Jennifer Park	Vice President & Assistant Secretary
	Barbara Perich	Vice President
	Joice Soendjojo	Vice President
	William B. Stickle	Vice President

The CIT Group/Factoring One, Inc.	Robert J. Ingato	Director


Guarantor	Name and Office
	Glenn A. Votek	Director
	Eric S. Mandelbaum	Director
	C. Jeffrey Knittel	President
	George D. Cashman	Executive Vice President
	Anthony Diaz	Executive Vice President
	Robert J. Ingato	Executive Vice President & Assistant Secretary
	Glenn A. Votek	Executive Vice President – Corporate Treasury & Treasurer
	Kenneth I. Brown	Senior Vice President
	Mark A. Carlson	Senior Vice President – Corporate Treasury & Assistant Treasurer
	Randy L. Feuerstein	Senior Vice President & Assistant Secretary
	Barbara C. Galaini	Senior Vice President & Controller
	Frank Garcia	Senior Vice President
	Michael C. Magee	Senior Vice President
	Eric S. Mandelbaum	Senior Vice President & Secretary
	Salvatore “Torey” Riso	Senior Vice President & Assistant Secretary
	Karen Scowcroft	Senior Vice President & Assistant Secretary
	Stephen Z. Serepca	Senior Vice President
	James P. Shanahan	Senior Vice President & Assistant Secretary
	John Shavinsky	Senior Vice President
	Jean B. Stein	Senior Vice President
	Janet Epp-Rosenthal	Director & Assistant Secretary
	Ira Finkelson	Director & Assistant Secretary
	James Thomas Garry	Director
	Charles P. McGrath	Director
	Kathleen Nassaney	Director – Tax
	Frank Riepl	Director – Tax
	Stephen C. Rosenberger	Director
	Kathleen A. Beck	Vice President – Corporate Treasury
	Matthew G. Beirne	Vice President
	Neil Burgess	Vice President
	James Dugger	Vice President & Assistant Secretary
	Lars R. Durban	Vice President
	Mark L. Ebanks	Vice President
	Nancy A. Nardella	Vice President
	Richard J. O’Neill	Vice President
	Kathleen M. Park	Vice President
	Stuart Schwartzberg	Vice President
	Catherine A. Stiglich	Vice President
	Jennifer I. Villa	Vice President

The CIT Group/FM Securities	Robert J. Ingato	Director
Investment, Inc.	Glenn A. Votek	Director
	Eric S. Mandelbaum	Director
	Joseph M. Leone	President & Chief Financial Officer
	Robert J. Ingato	Executive Vice President & Assistant Secretary
	Glenn A. Votek	Executive Vice President – Corporate Treasury & Treasurer
	Mark A. Carlson	Senior Vice President – Corporate Treasury & Assistant Treasurer
	Michael C. Magee	Senior Vice President
	Eric S. Mandelbaum	Senior Vice President & Secretary
	James P. Shanahan	Senior Vice President & Assistant Secretary
	Kathleen Nassaney	Director – Tax
	Frank Riepl	Director – Tax
	Kathleen A. Beck	Vice President – Corporate Treasury


Guarantor	Name and Office
The CIT Group/LsC Securities	Robert J. Ingato	Director
Investment, Inc.	Glenn A. Votek	Director
	Eric S. Mandelbaum	Director
	Joseph M. Leone	President & Chief Financial Officer
	Robert J. Ingato	Executive Vice President & Assistant Secretary
	Glenn A. Votek	Executive Vice President – Corporate Treasury & Treasurer
	Mark A. Carlson	Senior Vice President – Corporate Treasury & Assistant Treasurer
	Michael C. Magee	Senior Vice President
	Eric S. Mandelbaum	Senior Vice President & Secretary
	James P. Shanahan	Senior Vice President & Assistant Secretary
	Kathleen Nassaney	Director – Tax
	Frank Riepl	Director – Tax
	Kathleen A. Beck	Vice President – Corporate Treasury

The CIT Group/Securities	Robert J. Ingato	Director
Investment, Inc.	Glenn A. Votek	Director
	Eric S. Mandelbaum	Director
	Joseph M. Leone	President & Chief Financial Officer
	Robert J. Ingato	Executive Vice President & Assistant Secretary
	Glenn A. Votek	Executive Vice President – Corporate Treasury & Treasurer
	Mark A. Carlson	Senior Vice President – Corporate Treasury & Assistant Treasurer
	Frank Garcia	Senior Vice President
	Michael C. Magee	Senior Vice President
	Eric S. Mandelbaum	Senior Vice President & Secretary
	James P. Shanahan	Senior Vice President & Assistant Secretary
	Kathleen Nassaney	Director – Tax
	Frank Riepl	Director – Tax
	Kathleen A. Beck	Vice President – Corporate Treasury

The CIT Group/Venture Capital,	Robert J. Ingato	Director
Inc.	Glenn A. Votek	Director
	Eric S. Mandelbaum	Director
	J. Daryl MacLellan	President
	Joseph M. Leone	Vice Chairman & Chief Financial Officer
	Robert J. Ingato	Executive Vice President & Assistant Secretary
	Glenn A. Votek	Executive Vice President – Corporate Treasury & Treasurer
	Mark A. Carlson	Senior Vice President – Corporate Treasury & Assistant Treasurer
	Michael C. Magee	Senior Vice President
	Eric S. Mandelbaum	Senior Vice President & Secretary
	Salvatore “Torey” Riso	Senior Vice President & Assistant Secretary
	Karen Scowcroft	Senior Vice President & Assistant Secretary
	James P. Shanahan	Senior Vice President & Assistant Secretary
	Kathleen Nassaney	Director – Tax
	Frank Riepl	Director – Tax
	Kathleen A. Beck	Vice President – Corporate Treasury
	Terry J. Parco	Vice President

Western Star Finance, Inc.	Robert J. Ingato	Director
	Glenn A. Votek	Director
	Eric S. Mandelbaum	Director
	Ron G. Arrington	President
	Robert J. Ingato	Executive Vice President & Assistant Secretary
	Glenn A. Votek	Executive Vice President – Corporate Treasury & Treasurer


Guarantor	Name and Office
	Mark A. Carlson	Senior Vice President – Corporate Treasury & Assistant Treasurer
	Frank Garcia	Senior Vice President
	Michael C. Magee	Senior Vice President
	Eric S. Mandelbaum	Senior Vice President & Secretary
	James P. Shanahan	Senior Vice President & Assistant Secretary
	Dennis J. Kemmer	Director & Assistant Secretary
	Kathleen Nassaney	Director – Tax
	Frank Riepl	Director
	Kathleen A. Beck	Vice President – Corporate Treasury

Principal Owners of Voting Securities.

As of October 9, 2009, no person owned 10% or more of the voting securities of the Corporation. As of the date of this Application, C.I.T. Leasing Corporation, a wholly-owned subsidiary of the Corporation, was the sole member of and owned a 100% membership interest in Delaware Funding. The ownership of each of the Guarantors is set forth in Item 3.

The principal owners of voting securities of Delaware Funding and the Guarantors will remain the same if the Plan is consummated. The Corporation does not possess sufficient information concerning the holders of the Old Notes to determine whether any person would beneficially own 10% or more of the voting securities of the Corporation following consummation of the Plan, if the Plan were consummated.

UNDERWRITERS

Underwriters.

	(a)		Attached hereto as Annex A are charts containing the name and complete mailing address of each person who, within three years prior to the date hereof, acted as an underwriter of any securities of the Corporation or Delaware Funding which are outstanding on the date hereof and the title of each class of securities underwritten.

	(b)		No person is acting, or proposed to act, as principal underwriter of the New Notes proposed to be offered pursuant to the Indentures.

CAPITAL SECURITIES

Capitalization.

	(a)		The following tables set forth information with respect to each authorized class of securities of the Applicants as of October 12, 2009.

	(i)		Equity Securities of the Corporation


Title of Class	Amount Authorized		Amount Outstanding
Common Stock, par value $0.01 per share¹		600,000,000		395,466,590
6.350% Non-Cumulative Preferred Stock, Series A, par value $0.01 per share		14,000,000		14,000,000
Non-Cumulative Preferred Stock, Series B, par value $0.01 per share		1,500,000		1,500,000
8.75% Non-Cumulative Preferred Stock, Series C, par value $0.01 per share		11,500,000		10,646,819
Fixed Rate Cumulative Preferred Stock, Series D, par value $0.01 per share²		2,330,000		2,330,000
Junior Participating Preferred Stock, Series E, par value $0.01 per share		400		0
Equity Units, stated amount $25.00 per unit		27,600,000		7,993,787


¹		The Tax Benefits Preservation Plan, entered into by the Corporation on August 13, 2009, provided for a dividend distribution of one preferred share purchase right for each outstanding share of the Corporation’s common stock.

²		On December 31, 2008, under the U.S. Treasury’s TARP Capital Purchase Program, the Corporation issued to the U.S. Treasury 2.33 million shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series D, and a 10-year warrant to purchase up to 88.7 million shares of common stock at an initial exercise price of $3.94 per share, for aggregate proceeds of $2.33 billion. The warrant is exercisable at any time until December 31, 2018 and the number of shares of common stock underlying the warrant and the exercise price are subject to adjustment for certain dilutive events. The exercise price will be reduced by 15% of the original exercise price on each six-month anniversary of the issue date, subject to maximum reduction of 45%. If, on or prior to December 31, 2009, the Corporation receives aggregate gross cash proceeds of at least $2.33 billion from sales of Tier 1 qualifying perpetual preferred stock or common stock, the number of shares of common stock issuable upon exercise of the warrant will be reduced by one-half of the original number of shares of common stock.


	(ii)	Equity Securities of Delaware Funding

Membership Interests			N/A	N/A

	(iii)	Debt Securities of Delaware Funding


Title of Class³	Amount Authorized		Amount Outstanding
4.65% Notes due July 1, 2010	USD	1,000,000,000	USD	1,000,000,000
5.60% Notes due November 2, 2011	USD	487,000,000	USD	487,000,000
5.20% Notes due June 1, 2015	USD	657,408,000	USD	657,408,000

(iv)

Debt Securities of the Corporation


Title of Class³	Amount Authorized		Amount Outstanding
6.88% Notes due November 1, 2009	USD	300,000,000	USD	300,000,000
4.13% Notes due November 3, 2009	USD	500,000,000	USD	500,000,000
3.85% Notes due November 15, 2009	USD	1,959,000	USD	1,959,000
4.63% Notes due November 15, 2009	USD	1,349,000	USD	1,349,000
5.05% Notes due November 15, 2009	USD	2,800,000	USD	2,800,000
5.00% Notes due November 15, 2009	USD	4,217,000	USD	4,217,000
5.00% Notes due November 15, 2009	USD	5,083,000	USD	5,083,000
5.00% Notes due November 15, 2009	USD	6,146,000	USD	6,146,000
3.95% Notes due December 15, 2009	USD	3,314,000	USD	3,314,000
4.80% Notes due December 15, 2009	USD	2,073,000	USD	2,073,000
4.70% Notes due December 15, 2009	USD	285,000	USD	285,000
4.85% Notes due December 15, 2009	USD	582,000	USD	582,000
6.25% Notes due December 15, 2009	USD	63,703,000	USD	63,703,000
6.50% Notes due December 15, 2009	USD	40,994,000	USD	40,994,000
Floating Rate Notes due December 21, 2009	USD	113,000,000	USD	113,000,000
4.25% Notes due February 1, 2010	USD	750,000,000	USD	750,000,000
4.05% Notes due February 15, 2010	USD	4,172,000	USD	4,172,000
5.15% Notes due February 15, 2010	USD	1,918,000	USD	1,918,000
5.05% Notes due February 15, 2010	USD	1,497,000	USD	1,497,000
6.50% Notes due February 15, 2010	USD	58,219,000	USD	58,219,000
6.25% Notes due February 15, 2010	USD	44,138,000	USD	44,138,000
Floating Rate Notes due March 1, 2010	CHF	100,000,000	CHF	100,000,000
2.75% Notes due March 1, 2010	CHF	50,000,000	CHF	50,000,000
Floating Rate Notes due March 12, 2010	USD	1,000,000,000	USD	1,000,000,000
4.30% Notes due March 15, 2010	USD	1,822,000	USD	1,822,000
5.05% Notes due March 15, 2010	USD	4,241,000	USD	4,241,000
5.15% Notes due March 15, 2010	USD	6,375,000	USD	6,375,000
4.90% Notes due March 15, 2010	USD	297,000	USD	297,000
4.85% Notes due March 15, 2010	USD	784,000	USD	784,000
6.50% Notes due March 15, 2010	USD	33,677,000	USD	33,677,000
Floating Rate Notes due March 22, 2010	USD	150,000,000	USD	150,000,000
4.45% Notes due May 15, 2010	USD	3,980,000	USD	3,980,000
5.25% Notes due May 15, 2010	USD	2,414,000	USD	2,414,000
5.38% Notes due June 15, 2010	GBP	300,000,000	GBP	300,000,000
4.30% Notes due June 15, 2010	USD	1,013,000	USD	1,013,000


³		On October 1, 2009 and October 16, 2009, the Corporation and Delaware Funding, as applicable, amended each of the indentures under which the Old Notes were issued to provide guarantees by all of the Corporation’s current domestic wholly-owned subsidiaries, with the exception of Delaware Funding, CIT Bank and other regulated subsidiaries, special purpose entities and immaterial subsidiaries.


Title of Class³	Amount Authorized		Amount Outstanding
4.35% Notes due June 15, 2010	USD	1,419,000	USD	1,419,000
5.30% Notes due June 15, 2010	USD	2,622,000	USD	2,622,000
4.60% Notes due August 15, 2010	USD	1,131,000	USD	1,131,000
5.45% Notes due August 15, 2010	USD	11,920,000	USD	11,920,000
5.50% Notes due August 15, 2010	USD	1,511,000	USD	1,511,000
4.25% Notes due September 15, 2010	USD	295,000	USD	295,000
5.25% Notes due September 15, 2010	USD	11,403,000	USD	11,403,000
5.20% Notes due November 3, 2010	USD	500,000,000	USD	500,000,000
Floating Rate Notes due November 3, 2010	USD	474,000,000	USD	474,000,000
5.05% Notes due November 15, 2010	USD	9,054,000	USD	9,054,000
5.25% Notes due November 15, 2010	USD	6,349,000	USD	6,349,000
5.25% Notes due November 15, 2010	USD	12,292,000	USD	12,292,000
5.25% Notes due November 15, 2010	USD	1,686,000	USD	1,686,000
4.75% Notes due December 15, 2010	USD	750,000,000	USD	750,000,000
5.00% Notes due December 15, 2010	USD	5,842,000	USD	5,842,000
5.05% Notes due December 15, 2010	USD	5,926,000	USD	5,926,000
4.90% Notes due December 15, 2010	USD	3,188,000	USD	3,188,000
5.25% Notes due December 15, 2010	USD	807,000	USD	807,000
6.50% Notes due December 15, 2010	USD	12,177,000	USD	12,177,000
6.50% Notes due January 15, 2011	USD	17,752,000	USD	17,752,000
4.72% Notes due February 10, 2011	CAD	400,000,000	CAD	400,000,000
5.15% Notes due February 15, 2011	USD	2,158,000	USD	2,158,000
5.15% Notes due February 15, 2011	USD	1,458,000	USD	1,458,000
6.60% Notes due February 15, 2011	USD	25,229,000	USD	25,229,000
Floating Rate Notes due February 28, 2011	GBP	70,000,000	GBP	70,000,000
5.05% Notes due March 15, 2011	USD	1,560,000	USD	1,560,000
5.00% Notes due March 15, 2011	USD	1,001,000	USD	1,001,000
4.90% Notes due March 15, 2011	USD	806,000	USD	806,000
5.00% Notes due March 15, 2011	USD	1,589,000	USD	1,589,000
6.75% Notes due March 15, 2011	USD	7,604,000	USD	7,604,000
6.50% Notes due March 15, 2011	USD	6,187,000	USD	6,187,000
5.15% Notes due April 15, 2011	USD	957,000	USD	957,000
Floating Rate Notes due April 27, 2011	USD	280,225,000	USD	280,225,000
5.60% Notes due April 27, 2011	USD	750,000,000	USD	750,000,000
5.40% Notes due May 15, 2011	USD	1,283,000	USD	1,283,000
5.35% Notes due June 15, 2011	USD	558,000	USD	558,000
Floating Rate Notes due July 28, 2011	USD	669,500,000	USD	669,500,000
5.80% Notes due July 28, 2011	USD	550,000,000	USD	550,000,000
5.35% Notes due August 15, 2011	USD	2,254,000	USD	2,254,000
5.20% Notes due September 15, 2011	USD	2,685,000	USD	2,685,000
Floating Rate Notes due September 21, 2011	GBP	40,000,000	GBP	40,000,000
4.25% Notes due September 22, 2011	EUR	750,000,000	EUR	750,000,000
5.20% Notes due November 15, 2011	USD	7,392,000	USD	7,392,000
5.25% Notes due November 15, 2011	USD	4,427,000	USD	4,427,000
5.25% Notes due November 15, 2011	USD	5,175,000	USD	5,175,000
5.25% Notes due November 15, 2011	USD	4,944,000	USD	4,944,000
Floating Rate Notes due November 30, 2011	EUR	500,000,000	EUR	500,000,000
4.85% Notes due December 15, 2011	USD	482,000	USD	482,000
5.00% Notes due December 15, 2011	USD	1,685,000	USD	1,685,000
5.40% Notes due February 13, 2012	USD	500,000,000	USD	479,996,000
Floating Rate Notes due February 13, 2012	USD	654,250,000	USD	654,250,000


Title of Class³	Amount Authorized		Amount Outstanding
5.25% Notes due February 15, 2012	USD	2,937,000	USD	2,937,000
5.15% Notes due February 15, 2012	USD	1,532,000	USD	1,532,000
7.25% Notes due February 15, 2012	USD	30,577,000	USD	30,577,000
7.00% Notes due February 15, 2012	USD	17,676,000	USD	17,676,000
5.00% Notes due March 15, 2012	USD	482,000	USD	482,000
5.00% Notes due March 15, 2012	USD	1,059,000	USD	1,059,000
7.25% Notes due March 15, 2012	USD	13,609,000	USD	13,609,000
7.75% Notes due April 2, 2012	USD	259,646,000	USD	259,646,000
5.75% Notes due August 15, 2012	USD	466,000	USD	466,000
3.80% Notes due November 14, 2012	EUR	450,000,000	EUR	450,000,000
5.50% Notes due November 15, 2012	USD	2,711,000	USD	2,711,000
5.50% Notes due November 15, 2012	USD	1,381,000	USD	1,381,000
7.63% Notes due November 30, 2012	USD	2,000,000,000	USD	1,277,653,000
5.50% Notes due December 15, 2012	USD	495,000	USD	495,000
7.00% Notes due December 15, 2012	USD	36,343,000	USD	36,343,000
7.25% Notes due December 15, 2012	USD	19,425,000	USD	19,425,000
7.30% Notes due December 15, 2012	USD	11,775,000	USD	11,775,000
Floating Rate Notes due December 21, 2012	USD	290,705,000	USD	290,705,000
6.15% Notes due January 15, 2013	USD	29,038,000	USD	29,038,000
6.25% Notes due January 15, 2013	USD	62,461,000	USD	62,461,000
6.15% Notes due January 15, 2013	USD	52,560,000	USD	52,560,000
6.25% Notes due January 15, 2013	USD	53,967,000	USD	53,967,000
7.50% Notes due January 15, 2013	USD	27,292,000	USD	27,292,000
6.25% Notes due February 15, 2013	USD	22,781,000	USD	22,781,000
6.20% Notes due February 15, 2013	USD	24,387,000	USD	24,387,000
6.00% Notes due February 15, 2013	USD	22,368,000	USD	22,368,000
7.60% Notes due February 15, 2013	USD	23,615,000	USD	23,615,000
6.15% Notes due February 15, 2013	USD	23,318,000	USD	23,318,000
5.40% Notes due March 7, 2013	USD	500,000,000	USD	483,516,000
7.75% Notes due March 15, 2013	USD	18,242,000	USD	18,242,000
7.90% Notes due March 15, 2013	USD	17,591,000	USD	17,591,000
7.25% Notes due March 15, 2013	USD	5,350,000	USD	5,350,000
6.00% Notes due March 15, 2013	USD	26,178,000	USD	26,178,000
6.00% Notes due March 15, 2013	USD	27,547,000	USD	27,547,000
6.10% Notes due March 15, 2013	USD	27,499,000	USD	27,499,000
6.25% Notes due March 15, 2013	USD	26,121,000	USD	26,121,000
6.15% Notes due April 15, 2013	USD	24,593,000	USD	24,593,000
6.15% Notes due April 15, 2013	USD	28,983,000	USD	28,983,000
6.05% Notes due April 15, 2013	USD	19,386,000	USD	19,386,000
6.05% Notes due May 15, 2013	USD	44,494,000	USD	44,494,000
4.95% Notes due May 15, 2013	USD	9,133,000	USD	9,133,000
4.95% Notes due May 15, 2013	USD	11,492,000	USD	11,492,000
4.88% Notes due June 15, 2013	USD	6,237,000	USD	6,237,000
4.85% Notes due June 15, 2013	USD	7,956,000	USD	7,956,000
4.60% Notes due June 15, 2013	USD	9,421,000	USD	9,421,000
4.45% Notes due June 15, 2013	USD	5,051,000	USD	5,051,000
Floating Rate Notes due June 20, 2013	EUR	500,000,000	EUR	500,000,000
5.05% Notes due July 15, 2013	USD	5,228,000	USD	5,228,000
4.65% Notes due July 15, 2013	USD	9,267,000	USD	9,267,000
4.75% Notes due July 15, 2013	USD	2,318,000	USD	2,318,000
5.00% Notes due July 15, 2013	USD	15,182,000	USD	15,182,000
4.75% Notes due July 15, 2013	USD	5,779,000	USD	5,779,000
5.30% Notes due August 15, 2013	USD	7,479,000	USD	7,479,000
5.50% Notes due August 15, 2013	USD	2,903,000	USD	2,903,000


Title of Class³	Amount Authorized		Amount Outstanding
5.50% Notes due August 15, 2013	USD	6,810,000	USD	6,810,000
5.40% Notes due September 15, 2013	USD	2,445,000	USD	2,445,000
5.50% Notes due September 15, 2013	USD	4,171,000	USD	4,171,000
5.25% Notes due September 15, 2013	USD	4,374,000	USD	4,374,000
5.20% Notes due September 15, 2013	USD	4,378,000	USD	4,378,000
5.20% Notes due October 15, 2013	USD	5,497,000	USD	5,497,000
5.20% Notes due October 15, 2013	USD	8,130,000	USD	8,130,000
5.25% Notes due October 15, 2013	USD	3,359,000	USD	3,359,000
5.30% Notes due November 15, 2013	USD	3,146,000	USD	3,146,000
5.10% Notes due November 15, 2013	USD	7,480,000	USD	7,480,000
5.40% Notes due December 15, 2013	USD	5,783,000	USD	5,783,000
5.20% Notes due December 15, 2013	USD	7,241,000	USD	7,241,000
5.10% Notes due January 15, 2014	USD	2,897,000	USD	2,897,000
4.85% Notes due January 15, 2014	USD	1,333,000	USD	1,333,000
5.00% Notes due February 13, 2014	USD	750,000,000	USD	671,749,000
5.00% Notes due February 15, 2014	USD	5,957,000	USD	5,957,000
4.90% Notes due February 15, 2014	USD	1,958,000	USD	1,958,000
7.85% Notes due February 15, 2014	USD	23,034,000	USD	23,034,000
7.65% Notes due February 15, 2014	USD	10,897,000	USD	10,897,000
4.80% Notes due March 15, 2014	USD	4,492,000	USD	4,492,000
4.60% Notes due March 15, 2014	USD	4,211,000	USD	4,211,000
7.85% Notes due March 15, 2014	USD	4,573,000	USD	4,573,000
4.80% Notes due April 15, 2014	USD	2,177,000	USD	2,177,000
5.10% Notes due April 15, 2014	USD	5,735,000	USD	5,735,000
5.00% Notes due May 13, 2014	EUR	463,405,000	EUR	463,405,000
5.25% Notes due May 15, 2014	USD	4,898,000	USD	4,898,000
5.80% Notes due May 15, 2014	USD	11,357,000	USD	11,357,000
5.70% Notes due June 15, 2014	USD	8,890,000	USD	8,890,000
5.75% Notes due June 15, 2014	USD	10,815,000	USD	10,815,000
5.75% Notes due June 15, 2014	USD	1,930,000	USD	1,930,000
5.85% Notes due June 15, 2014	USD	1,593,000	USD	1,593,000
6.00% Notes due June 15, 2014	USD	10,892,000	USD	10,892,000
5.65% Notes due July 15, 2014	USD	8,504,000	USD	8,504,000
5.30% Notes due July 15, 2014	USD	10,005,000	USD	10,005,000
5.20% Notes due August 15, 2014	USD	5,691,000	USD	5,691,000
5.30% Notes due August 15, 2014	USD	3,915,000	USD	3,915,000
6.00% Notes due August 15, 2014	USD	2,555,000	USD	2,555,000
6.00% Notes due August 15, 2014	USD	2,389,000	USD	2,389,000
5.25% Notes due September 15, 2014	USD	16,332,000	USD	16,332,000
5.05% Notes due September 15, 2014	USD	17,112,000	USD	17,112,000
5.13% Notes due September 30, 2014	USD	750,000,000	USD	638,267,000
4.90% Notes due October 15, 2014	USD	5,520,000	USD	5,520,000
5.10% Notes due October 15, 2014	USD	13,944,000	USD	13,944,000
5.05% Notes due November 15, 2014	USD	7,238,000	USD	7,238,000
5.50% Notes due December 1, 2014	GBP	480,000,000	GBP	480,000,000
5.13% Notes due December 15, 2014	USD	7,632,000	USD	7,632,000
5.10% Notes due December 15, 2014	USD	18,101,000	USD	18,101,000
5.05% Notes due January 15, 2015	USD	6,302,000	USD	6,302,000
5.00% Notes due February 1, 2015	USD	750,000,000	USD	671,141,000
4.95% Notes due February 15, 2015	USD	6,678,000	USD	6,678,000
4.90% Notes due February 15, 2015	USD	6,848,000	USD	6,848,000
7.90% Notes due February 15, 2015	USD	24,329,000	USD	24,329,000
5.10% Notes due March 15, 2015	USD	12,247,000	USD	12,247,000
5.05% Notes due March 15, 2015	USD	2,575,000	USD	2,575,000
4.25% Notes due March 17, 2015	EUR	412,500,000	EUR	412,500,000
5.38% Notes due April 15, 2015	USD	6,369,000	USD	6,369,000
5.25% Notes due May 15, 2015	USD	15,954,000	USD	15,954,000
5.30% Notes due May 15, 2015	USD	27,090,000	USD	27,090,000
5.10% Notes due June 15, 2015	USD	14,930,000	USD	14,930,000
5.05% Notes due June 15, 2015	USD	10,912,000	USD	10,912,000
5.20% Notes due June 15, 2015	USD	8,322,000	USD	8,322,000
5.30% Notes due August 15, 2015	USD	10,741,000	USD	10,741,000
5.38% Notes due August 15, 2015	USD	15,892,000	USD	15,892,000
5.25% Notes due September 15, 2015	USD	11,241,000	USD	11, 241,000
5.10% Notes due September 15, 2015	USD	4,898,000	USD	4,898,000
5.50% Notes due November 15, 2015	USD	4,016,000	USD	4,016,000
5.80% Notes due November 15, 2015	USD	7,456,000	USD	7,456,000
5.75% Notes due December 15, 2015	USD	8,155,000	USD	8,155,000
5.80% Notes due December 15, 2015	USD	12,621,000	USD	12,621,000


Title of Class³	Amount Authorized		Amount Outstanding
5.40% Notes due January 30, 2016	USD	750,000,000	USD	604,263,000
5.85% Notes due March 15, 2016	USD	14,372,000	USD	14,372,000
5.80% Notes due March 15, 2016	USD	11,705,000	USD	11,705,000
6.00% Notes due March 15, 2016	USD	69,046,000	USD	69,046,000
5.88% Notes due April 15, 2016	USD	4,888,000	USD	4,888,000
6.05% Notes due May 15, 2016	USD	14,943,000	USD	14,943,000
6.15% Notes due May 15, 2016	USD	18,636,000	USD	18,636,000
6.10% Notes due June 15, 2016	USD	15,478,000	USD	15,478,000
6.10% Notes due June 15, 2016	USD	17,660,000	USD	17,660,000
6.20% Notes due August 15, 2016	USD	37,135,000	USD	37,135,000
6.13% Notes due August 15, 2016	USD	36,401,000	USD	36,401,000
5.85% Notes due September 15, 2016	USD	500,000,000	USD	391,533,000
6.05% Notes due September 15, 2016	USD	31,772,000	USD	31,772,000
5.95% Notes due September 15, 2016	USD	11,219,000	USD	11,219,000
4.65% Notes due September 19, 2016	EUR	474,000,000	EUR	474,000,000
6.00% Notes due November 15, 2016	USD	29,155,000	USD	29,155,000
5.95% Notes due November 15, 2016	USD	13,264,000	USD	13,264,000
Floating Rate Notes due December 14, 2016	USD	34,452,000	USD	34,452,000
5.80% Notes due December 15, 2016	USD	35,842,000	USD	35,842,000
5.65% Notes due December 15, 2016	USD	8,701,000	USD	8,701,000
5.70% Notes due December 15, 2016	USD	9,571,000	USD	9,571,000
5.70% Notes due December 15, 2016	USD	9,817,000	USD	9,817,000
5.50% Notes due December 20, 2016	GBP	367,400,000	GBP	367,400,000
5.65% Notes due February 13, 2017	USD	750,000,000	USD	548,087,000
5.85% Notes due February 15, 2017	USD	7,724,000	USD	7,724,000
5.95% Notes due February 15, 2017	USD	11,074,000	USD	11,074,000
5.85% Notes due February 15, 2017	USD	6,471,000	USD	6,471,000
5.80% Notes due February 15, 2017	USD	7,792,000	USD	7,792,000
Floating Rate Notes due March 15, 2017	USD	50,000,000	USD	50,000,000
5.75% Notes due March 15, 2017	USD	6,741,000	USD	6,741,000
5.75% Notes due March 15, 2017	USD	13,498,000	USD	13,498,000
5.70% Notes due March 15, 2017	USD	9,533,000	USD	9,533,000
5.65% Notes due March 15, 2017	USD	5,935,000	USD	5,935,000
5.75% Notes due March 15, 2017	USD	10,298,000	USD	10,298,000
5.75% Notes due May 15, 2017	USD	2,708,000	USD	2,708,000
5.80% Notes due May 15, 2017	USD	3,779,000	USD	3,779,000
5.80% Notes due May 15, 2017	USD	5,038,000	USD	5,038,000
6.00% Notes due June 15, 2017	USD	23,842,000	USD	23,842,000
6.00% Notes due June 15, 2017	USD	8,205,000	USD	8,205,000


Title of Class³	Amount Authorized		Amount Outstanding
6.10% Notes due June 15, 2017	USD	6,648,000	USD	6,648,000
6.25% Notes due June 15, 2017	USD	10,535,000	USD	10,535,000
6.25% Notes due August 15, 2017	USD	1,190,000	USD	1,190,000
6.25% Notes due November 15, 2017	USD	8,958,000	USD	8,958,000
6.25% Notes due November 15, 2017	USD	11,778,000	USD	11,778,000
6.25% Notes due November 15, 2017	USD	6,339,000	USD	6,339,000
6.40% Notes due November 15, 2017	USD	3,404,000	USD	3,404,000
6.50% Notes due November 15, 2017	USD	2,197,000	USD	2,197,000
10-Year Forward Rate Bias Notes due December 11, 2017	USD	500,000,000	USD	500,000,000
6.50% Notes due December 15, 2017	USD	556,000	USD	556,000
7.50% Notes due December 15, 2017	USD	24,275,000	USD	24,275,000
7.75% Notes due December 15, 2017	USD	14,936,000	USD	14,936,000
7.80% Notes due December 15, 2017	USD	8,731,000	USD	8,731,000
5.80% Senior Notes due October 1, 2036	USD	500,000,000	USD	316,015,000
12.00% Subordinated Notes due December 18, 2018	USD	1,117,448,000	USD	1,117,448,000
12.00% Subordinated Notes due December 18, 2018	USD	31,559,000	USD	31,559,000
6.10% Junior Subordinated Notes due March 15, 2067	USD	750,000,000	USD	750,000,000
0.90% Notes due November 7, 2010	JPY	20,000,000,000	JPY	20,000,000,000
7.75% Notes due November 17, 2010	USD	199,844,675	USD	199,844,675
4.25% Notes due September 22, 2011	EUR	750,000,000	EUR	750,000,000
1.42% Notes due October 4, 2011	USD	100,000,000	USD	100,000,000
5.15% Notes due December 11, 2017	USD	500,000,000	USD	500,000,000
6.00% Notes due April 1, 2036	USD	309,021,000	USD	309,021,000
2.83% Senior Notes due April 2, 2036	JPY	20,000,000	JPY	20,000,000
6.25% Notes due August 15, 2021	USD	44,964,000	USD	43,204,000
6.35% Notes due August 15, 2021	USD	19,913,000	USD	19,139,000
6.25% Notes due August 15, 2021	USD	44,964,000	USD	39,924,000
6.15% Notes due September 15, 2021	USD	28,075,000	USD	27,174,000
6.25% Notes due November 15, 2021	USD	36,469,000	USD	35,172,000
6.10% Notes due November 15, 2021	USD	66,669,000	USD	63,647,000
6.00% Notes due December 15, 2021	USD	61,507,000	USD	58,477,000
5.85% Notes due December 15, 2021	USD	15,339,000	USD	14,529,000
5.88% Notes due December 15, 2021	USD	19,034,000	USD	18,181,000
5.90% Notes due December 15, 2021	USD	19,762,000	USD	18,463,000
6.00% Notes due February 15, 2022	USD	49,872,000	USD	47,741,000
6.05% Notes due February 15, 2022	USD	25,428,000	USD	24,258,000
6.00% Notes due February 15, 2022	USD	37,898,000	USD	36,570,000
5.95% Notes due February 15, 2022	USD	12,918,000	USD	12,325,000
5.90% Notes due March 15, 2022	USD	8,664,000	USD	8,296,000
5.85% Notes due March 15, 2022	USD	12,828,000	USD	12,016,000
5.85% Notes due March 15, 2022	USD	16,435,000	USD	15,025,000
5.85% Notes due March 15, 2022	USD	20,459,000	USD	19,227,000
5.95% Notes due March 15, 2022	USD	29,733,000	USD	27,181,000
6.00% Notes due May 15, 2022	USD	14,227,000	USD	13,726,000
6.00% Notes due May 15, 2022	USD	18,705,000	USD	18,355,000
6.00% Notes due May 15, 2022	USD	11,932,000	USD	11,441,000
6.15% Notes due June 15, 2022	USD	31,354,000	USD	30,302,000
6.20% Notes due June 15, 2022	USD	6,921,000	USD	6,819,000
6.25% Notes due June 15, 2022	USD	4,816,000	USD	4,611,000
6.50% Notes due June 15, 2022	USD	16,043,000	USD	15,028,000
6.50% Notes due August 15, 2022	USD	1,487,000	USD	1,457,000
6.50% Notes due August 15, 2022	USD	397,000	USD	397,000
6.70% Notes due November 15, 2022	USD	2,130,000	USD	1,930,000
6.75% Notes due November 15, 2022	USD	2,619,000	USD	2,609,000
6.75% Notes due December 15, 2022	USD	676,000	USD	676,000

(v)

Equity Securities of the Guarantors


Guarantor	Title of Class	Amount Authorized		Amount Outstanding
Baffin Shipping Co., Inc.	Common Stock		1,000		100
C.I.T. Leasing Corporation	Common Stock		11,000		10595.79
Capita Colombia Holdings Corp.	Common Stock		100		100
Capita Corporation	Common Stock		1,000		1,000
Capita International L.L.C.	Membership Interests		N/A		100
Capita Premium Corporation	Common Stock		1,000		100
CIT Capital USA Inc.	Common Stock		100,000		1,000
CIT China 12, Inc.	Common Stock		1,000		100
CIT China 13, Inc.	Common Stock		1,000		100
CIT China 2, Inc.	Common Stock		1,000		100
CIT China 3, Inc.	Common Stock		1,000		100
CIT Communications Finance Corporation	Common Stock		1		1
CIT Credit Finance Corp.	Common Stock		1,000		1,000
CIT Credit Group USA Inc.	Common Stock		100,000		3,410
CIT Financial Ltd. of Puerto Rico	Common Stock		1		1
CIT Financial USA, Inc.	Common Stock		3,000		3,000
CIT Group (NJ) LLC	Membership Interests		N/A		N/A
CIT Group SF Holding Co., Inc.	Common Stock		1,000		100
CIT Healthcare LLC	Membership Interests		N/A		200,080,932
CIT Holdings, LLC	Membership Interests		N/A		N/A
CIT Lending Services Corporation	Common Stock		1,000		1
CIT Lending Services Corporation (Illinois)	Common Stock		1,000		100
CIT Loan Corporation (f/k/a The CIT Group/Consumer Finance, Inc.)	Common Stock		100		10
CIT Real Estate Holding Corporation	Common Stock		1,000		1,000
CIT Realty LLC	Membership Interests		N/A		100
CIT Technologies Corporation	Common Stock		100		100
CIT Technology Financing Services, Inc.	Common Stock		1,000		1,000
Education Loan Servicing Corporation	Common Stock		1,000		100
Equipment Acceptance Corporation	Common Stock		200		200
Franchise Portfolio 1, Inc.	Common Stock		1,000		1,000
Franchise Portfolio 2, Inc.	Common Stock		1,000		1,000
GFSC Aircraft Acquisition Financing Corporation	Common Stock		1,000		1,000
Hudson Shipping Co., Inc.	Common Stock		1,000		113
Namekeepers LLC	Membership Interests		N/A		N/A
Owner-Operator Finance Company	Common Stock		3,000		1,000
Student Loan Xpress, Inc.	Common Stock		1,000		100
The CIT Group/BC Securities Investment, Inc.	Common Stock		2,500		100
The CIT Group/Business Credit, Inc.	Common Stock		1,500		1,500
The CIT Group/Capital Finance, Inc.	Common Stock		3,000		3,000
The CIT Group/Capital Transportation, Inc.	Common Stock		3,000		100
The CIT Group/CmS Securities Investment, Inc.	Common Stock		2,500		100
The CIT Group/Commercial Services, Inc.	Common Stock		1,500		1,500
The CIT Group/Commercial Services, Inc. (Va.)	Common Stock		1,000		100
The CIT Group/Consumer Finance, Inc. (NY)	Common Stock		1,000		1,000
The CIT Group/Consumer Finance, Inc. (TN)	Common Stock		1,000		100
The CIT Group/Corporate Aviation, Inc.	Common Stock		100		100
The CIT Group/Equipment Financing, Inc.	Common Stock		1,000		100
The CIT Group/Equity Investments, Inc.	Common Stock		2,500		100
The CIT Group/Factoring One, Inc.	Common Stock		1,000		1,000
The CIT Group/FM Securities Investment, Inc.	Common Stock		2,500		100
The CIT Group/LsC Securities Investment, Inc.	Common Stock		2,500		100
The CIT Group/Securities Investment, Inc.	Common Stock		2,500		100
The CIT Group/Venture Capital, Inc.	Common Stock		10,000		100
Western Star Finance, Inc.	Common Stock		1,000		100

(b) Holders of common stock of the Corporation are entitled to one vote for each share registered in such holder’s name on all matters upon which such holders are entitled to vote. In the event that dividends on any shares of

preferred stock of the Corporation are not declared and paid for at least six dividend periods, whether or not consecutive (a “Nonpayment Event”), the number of directors then constituting the board of directors of the Corporation shall automatically be increased by two and the holders of each series of preferred stock of the Corporation, together with the holders of any and all other series of preferred stock of the Corporation that rank equally with such series of preferred stock, either or both as to the payment of dividends and/or the distribution of assets upon liquidation, dissolution or winding up of the Corporation (“Voting Preferred Stock”), shall be entitled to vote for the election of the two additional directors. If and when dividends have been paid in full, or declared and a sum sufficient for such payment shall have been set aside, on such series of preferred stock of the Corporation for at least four consecutive dividend periods after a Nonpayment Event, the holders of such series shall immediately, and without any further action by the Corporation, be divested of the foregoing voting rights. So long as any shares of preferred stock of the Corporation are outstanding, the vote or consent of 66 and 2/3% of the shares of such series and any Voting Preferred Stock then outstanding and entitled to vote thereon, voting together as a single class, is necessary to effect certain transactions that would be deemed to materially and adversely affect the special rights, preferences, privileges or voting powers of such series. Holders of membership interests of Delaware Funding and of each Guarantor that is a limited liability company are entitled to one vote per each interest registered in such holder’s name. Holders of common stock of each Guarantor that is a corporation are entitled to one vote per each share registered in such holder’s name.

INDENTURE SECURITIES

8. Analysis of Indenture Provisions.

The Corporation will issue the Series A Notes under a supplemental indenture to a base indenture (the “Series A Indenture”) between itself and The Bank of New York Mellon, as trustee (the “Trustee”), and Delaware Funding will issue the Series B Notes under a supplemental indenture to a base indenture (the “Series B Indenture” and together with the Series A Indenture, the “Indentures”) between itself and the Trustee. The following analysis is not a complete description of the provisions discussed and is qualified in its entirety by reference to the terms of the Indentures. Forms of the base indentures are attached as Exhibit T3C. 1 and Exhibit T3C.2 hereto and are incorporated by reference herein. As of the date of this Application, the Corporation and Delaware Funding (each of which may be referred to herein as the “Issuer”) have not entered into the Indentures and the terms of the Indentures remain subject to change prior to their execution. Capitalized terms used below but not defined herein have the meanings assigned to them in the Indentures.

(a) Events of Default; Withholding of Notice

An “Event of Default” with respect to each series of New Notes is expected to be defined as any one of the following events:

	(i)		default for 30 days in the payment when due of interest on the New Notes;

	(ii)		default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the New Notes;

	(iii)		failure by the Issuer or any of its Restricted Subsidiaries to comply with the provisions in the Offering Memorandum described under the captions “—Repurchase at the Option of Holders—Change of Control,” “—Repurchase at the Option of Holders—Asset Sales” or “—Certain Covenants—Merger, Consolidation or Sale of Assets;”

	(iv)		failure by the Issuer or any of its Restricted Subsidiaries for 60 days after notice to the Issuer by the Trustee or the Holders of at least 25% in aggregate principal amount of the New Notes then outstanding voting as a single class to comply with any of the other agreements in the applicable Indenture;

	(v)		default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Issuer or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Issuer or any of its Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the date of the applicable Indenture, if that default:

(A)

is caused by a failure to pay principal of, or interest or premium, if any, on, such

			Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or

	(B)		results in the acceleration of such Indebtedness prior to its express maturity,

	and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates to an amount that is equal to or more than an amount specified in the applicable Indenture;

	(vi)		failure by the Issuer or any of its Restricted Subsidiaries to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of an amount specified in the applicable Indenture, which judgments are not paid, discharged or stayed for a period of 60 days;

	(vii)		certain events of bankruptcy or insolvency described in the applicable Indenture with respect to (1) the Issuer or any Restricted Subsidiary that is a Significant Subsidiary, (2) any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary or (3) CIT Bank;

	(viii)		any Note Guarantee of any Significant Subsidiary ceases to be in full force and effect (other than in accordance with the terms of such Note Guarantee and the applicable Indenture) or is declared null and void and unenforceable or found to be invalid or any Guarantor that is a Significant Subsidiary denies its liability under its Note Guarantee (other than by reason of release of a Guarantor from its Note Guarantee in accordance with the terms of the applicable indenture and the Note Guarantee); and

	(ix)		any security interest and Lien purported to be created by any Security Document with respect to any Collateral, individually or in the aggregate, having a Fair Market Value in excess of an amount specified in the applicable Indenture shall cease to be in full force and effect, or shall cease to give the Notes Collateral Agent, for the benefit of the Holders, the Liens, rights, powers and privileges purported to be created and granted thereby (including a perfected second-priority security interest in and Lien on, all of the Collateral thereunder (except as otherwise expressly provided in the applicable Indenture, the Security Documents and the Intercreditor Agreement)) in favor of the Notes Collateral Agent, or shall be asserted by the Issuer or any Guarantor to not be, a valid, perfected, second-priority (except as otherwise expressly provided in the applicable Indenture, the Security Documents or the Intercreditor Agreement) security interest in or Lien on the Collateral covered thereby; except to the extent that any such loss of perfection or priority results from the failure of the Trustee (or an agent or trustee on its behalf) to make filings, renewals and continuations (or other equivalent filings) or take other appropriate action or the failure of the Trustee (or an agent or trustee on its behalf) to maintain possession of certificates actually delivered to it (or such agent or trustee) representing securities pledged under the Security Documents.

In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Corporation, any Restricted Subsidiary of the Corporation that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Corporation that, taken together, would constitute a Significant Subsidiary, all outstanding New Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding New Notes of a series may declare all the New Notes of that series to be due and payable immediately.

Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding New Notes of a series may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the New Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest or premium, if any.

Subject to the provisions of the applicable Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the applicable Indenture at the request or direction of any Holders of New Notes unless such Holders have offered to the

Trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest when due, no Holder of a New Note may pursue any remedy with respect to the applicable Indenture or the New Notes of that series unless: (i) such Holder has previously given the Trustee notice that an Event of Default is continuing; (ii) Holders of at least 25% in aggregate principal amount of the then outstanding New Notes of such series have requested the Trustee to pursue the remedy; (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense; (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and (v) Holders of a majority in aggregate principal amount of the then outstanding New Notes of such series have not given the Trustee a direction inconsistent with such request within such 60-day period.

The Holders of a majority in aggregate principal amount of the then outstanding New Notes of a series by notice to the Trustee may, on behalf of the Holders of all of such New Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the applicable Indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the New Notes of such series.

(b) Authentication and Delivery of New Notes; Use of Proceeds

As set forth in Section 3.3 of each Indenture, the New Notes to be issued under such Indenture may from time to time be executed on behalf of the Issuer by its Chairman of the Board, a Vice Chairman, its President, its Chief Executive Officer, its Chief Financial Officer, its Treasurer or a Vice President under its corporate seal, if any, and attested by its Secretary or one of its Assistant Secretaries and delivered to the Trustee for authentication and delivery in accordance with the Indenture. Each New Note shall be dated the date of its authentication, and no New Note shall be valid unless it bears a certificate of authentication, as provided in the Indenture, executed by or on behalf or the Trustee by manual signature of an authorized officer and such certificate shall be conclusive evidence that such New Note has been duly authenticated and delivered under the Indenture.

Because the New Notes are being issued in exchange for the Old Notes, there will be no proceeds from the issuance of the New Notes.

The requirements for release and substitution of any property subject to liens will be set forth in a supplemental indenture relating to each series of New Notes as described in the Offering Memorandum attached hereto as Exhibit T3E. 1, which is expected to provide that upon (i) a series of New Notes having an Investment Grade Rating from Moody’s and S&P, (ii) so long as no Default has occurred and is then continuing with respect to New Notes of such series, with the consent of the Holders of at least a majority in aggregate principal amount of the New Notes of such series then outstanding any Security Document, any Intercreditor Agreement or the provisions in the Indenture dealing with the Collateral or the Security Documents or the application of trust proceeds of the Collateral may be amended to release all or substantially all of the Collateral from the Liens of the Security Documents or to change or alter the priority of the security interests in the Collateral with respect to New Notes of such series. Except as provided in the preceding sentence, the Indenture will provide that the consent of each affected Holder shall be required to make any change in any Security Document, any Intercreditor Agreement or the provisions in the Indenture dealing with the Collateral or the Security Documents or the application of trust proceeds of the Collateral that would release all or substantially all of the Collateral from the Liens of the Security Documents (except as permitted by the terms of the indenture, the Security Documents and the Intercreditor Agreement) or change or alter the priority of the security interests in the Collateral.

(d) Satisfaction and Discharge of the Indenture

Upon the direction of the Issuer by a Company Order, the applicable Indenture shall cease to be of further effect with respect to any series of New Notes specified in such Company Order and any Coupons appertaining thereto (except as to any expressly surviving rights of Securities of such series), and the Trustee, on receipt of a Company Order shall execute proper instruments acknowledging satisfaction and discharge of such Indenture as to such series, when (i) either (A) all New Notes of such series and all Coupons appertaining thereto (subject to certain exceptions) have been delivered to the Trustee for cancellation or (B) all New Notes of such series and, if applicable, any Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation (1) have become due and payable, or will become due and payable at their Stated Maturity within one year, or (2) if redeemable at the option of the Issuer, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee, and the Issuer has deposited or caused to be deposited with the Trustee as funds in trust for such purpose, money in an amount sufficient to pay and discharge the entire indebtedness on such New Notes and any Coupons appertaining

thereto not theretofore delivered to the Trustee for cancellation, including the principal of, and any premium or interest thereon, to the date of such deposit (in the case of New Notes which have become due and payable) or to the Maturity thereof, as the case may be; (ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer with respect to the outstanding New Notes of such series and any Coupons appertaining thereto; and (iii) the Issuer has delivered to the Trustee an Opinion of Counsel and an Officers’ Certificate, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such series have been complied with.

(e)

Evidence Required to be Furnished by the Issuer to the Trustee as to Compliance with the Conditions and Covenants Provided for in the Indenture.

The Issuer shall deliver to the Trustee, within 120 days after the end of each fiscal year, a written statement signed by the principal executive officer, the principal financial officer or the principal accounting officer of the Issuer, stating that (i) a review of the activities of the Issuer during such year and of its performance under this Indenture has been made under his or her supervision and (ii) to the best of his or her knowledge, based on such review, (A) the Issuer has complied with all the conditions and covenants imposed on it under the applicable Indenture throughout such year, or, if there has been a default in the fulfillment of any such condition or covenant or agreement, specifying each such default known to him or her and the nature and status thereof, and (B) no event has occurred and is continuing which is, or after notice or lapse of time or both would become, an Event of Default, or, if such an event has occurred and is continuing, specifying each such event known to him and the nature and status thereof.

The Issuer shall deliver to the Trustee, within thirty days after the occurrence thereof, written notice of any Event of Default or any event which after notice or lapse of time or both would become an Event of Default.

9. Other Obligors.

The Series A Notes will be issued by the Corporation and the Series B Notes will be issued by Delaware Funding. All of the New Notes will be guaranteed by the Guarantors.

Content of Application for Qualification. This application for qualification comprises:

	(a)		Pages numbered 1 to 92 consecutively.

	(b)		The statements of eligibility and qualification on Form T-1 of The Bank of New York Mellon, as Trustee under the Indentures to be qualified.

	(c)		The following exhibits in addition to those filed as part of the statement of eligibility and qualification of each trustee.

List of Exhibits


Exhibit T3A.1	—	Second Restated Certificate of Incorporation of CIT Group Inc. (filed as Exhibit 3.1 to CIT Group Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 and incorporated by reference herein).

Exhibit T3A.2	—	Certificate of Formation of CIT Group Funding Company of Delaware LLC, dated as of December 28, 2007 (previously filed).

Exhibit T3A.3	—	Certificate of Incorporation of Baffin Shipping Co., Inc., dated as of January 24, 1996.*

Exhibit T3A.4	—	Certificate of Incorporation of C.I.T. Leasing Corporation (f/k/a M. & E. Leasing Corporation, f/k/a The Car Warranty Corporation), dated as of July 25, 1957.*

Exhibit T3A.4.1	—	Certificate of Amendment of Certificate of Incorporation of C.I.T. Leasing Corporation (f/k/a M. & E. Leasing Corporation, f/k/a The Car Warranty Corporation), dated as of March 31, 1960.*

Exhibit T3A.4.2	—	Certificate of Amendment of Certificate of Incorporation of C.I.T. Leasing Corporation (f/k/a M. & E. Leasing Corporation, f/k/a The Car Warranty Corporation), dated as of March 22, 1961.*


Exhibit T3A.4.3	—	Certificate of Amendment of Certificate of Incorporation of C.I.T. Leasing Corporation (f/k/a M. & E. Leasing Corporation, f/k/a The Car Warranty Corporation), dated as of May 17, 2005.*

Exhibit T3A.4.4	—	Certificate of Amendment of Certificate of Incorporation of C.I.T. Leasing Corporation (f/k/a M. & E. Leasing Corporation, f/k/a The Car Warranty Corporation), dated as of April 6, 2007.*

Exhibit T3A.5	—	Certificate of Incorporation of Capita Colombia Holdings Corp. dated as of December 16, 1996.*

Exhibit T3A.6	—	Restated Certificate of Incorporation of Capita Corporation (f/k/a AT&T Capital Corporation).*

Exhibit T3A.6.1	—	Certificate of Amendment of Certificate of Incorporation of Capita Corporation (f/k/a AT&T Capital Corporation), dated as of August 1, 2000.*

Exhibit T3A.7	—	Certificate of Formation of Capita International L.L.C., dated as of July 11, 1994.*

Exhibit T3A.8	—	Certificate of Incorporation of Capita Premium Corporation (f/k/a Capita Premium Finance Corporation), dated as of February 22, 1996.*

Exhibit T3A.8.1	—	Certificate of Amendment of Certificate of Incorporation of Capita Premium Corporation (f/k/a Capita Premium Finance Corporation), dated as of March 28, 2000.*

Exhibit T3A.9	—	Certificate of Incorporation of CIT Capital USA Inc. (f/k/a Newcourt Capital USA Inc. f/k/a Confederation Capital USA, Inc.), dated as of March 5, 1993.*

Exhibit T3A.9.1	—	Certificate of Amendment of Certificate of Incorporation of CIT Capital USA Inc. (f/k/a Newcourt Capital USA Inc. f/k/a Confederation Capital USA, Inc.), dated as of April 26, 1993.*

Exhibit T3A.9.2	—	Certificate of Amendment of Certificate of Incorporation of CIT Capital USA Inc. (f/k/a Newcourt Capital USA Inc. f/k/a Confederation Capital USA, Inc.), dated as of August 31, 1993.*

Exhibit T3A.9.3	—	Certificate of Amendment of Certificate of Incorporation of CIT Capital USA Inc. (f/k/a Newcourt Capital USA Inc. f/k/a Confederation Capital USA, Inc.), dated as of January 1, 2006.*

Exhibit T3A.10	—	Certificate of Incorporation of CIT China 12, Inc., dated as of December 3, 2002.*

Exhibit T3A.11	—	Certificate of Incorporation of CIT China 13, Inc., dated as of December 3, 2002.*

Exhibit T3A.12	—	Certificate of Incorporation of CIT China 2, Inc. (f/k/a Tasman Shipping Co., Inc.), dated as of March 1, 1996.*

Exhibit T3A.12.1	—	Certificate of Amendment of Certificate of Incorporation of CIT China 2, Inc. (f/k/a Tasman Shipping Co., Inc.), dated as of May 25, 1999.*

Exhibit T3A.13	—	Certificate of Incorporation for CIT China 3, Inc. (f/k/a Arabian Shipping Co., Inc.), dated as of May 29, 1996.*

Exhibit T3A.13.1	—	Certificate of Amendment of Certificate of Incorporation for CIT China 3, Inc. (f/k/a Arabian Shipping Co., Inc.), dated as of May 25, 1999.*


Exhibit T3A.14	—	Certificate of Incorporation for CIT Communications Finance Corporation (f/k/a Newcourt Communications Finance Corporation f/k/a AT&T Credit Corporation f/k/a AT&T Captive Finance, Inc.), dated as of January 4, 1993.*

Exhibit T3A.14.1	—	Certificate of Amendment of Certificate of Incorporation for CIT Communications Finance Corporation (f/k/a Newcourt Communications Finance Corporation f/k/a AT&T Credit Corporation f/k/a AT&T Captive Finance, Inc.), dated as of March 29, 1993.*

Exhibit T3A.14.2	—	Certificate of Amendment of Certificate of Incorporation for CIT Communications Finance Corporation (f/k/a Newcourt Communications Finance Corporation f/k/a AT&T Credit Corporation f/k/a AT&T Captive Finance, Inc.), dated as of August 4, 1998.*

Exhibit T3A.14.3	—	Certificate of Amendment of Certificate of Incorporation for CIT Communications Finance Corporation (f/k/a Newcourt Communications Finance Corporation f/k/a AT&T Credit Corporation f/k/a AT&T Captive Finance, Inc.), dated as of October 1, 2008.*

Exhibit T3A.15	—	Certificate of Incorporation for CIT Credit Finance Corp. (f/k/a Agilent Financial Services, Inc.), dated as of September 25, 2000.*

Exhibit T3A.15.1	—	Certificate of Amendment of Certificate of Incorporation for CIT Credit Finance Corp. (f/k/a Agilent Financial Services, Inc.), dated as of May 31, 2005.*

Exhibit T3A.16	—	Amended and Restated Certificate of Incorporation of CIT Credit Group USA Inc. (f/k/a Newcourt Credit Group USA Inc. f/k/a Confederation Capital Holding Company, Inc.), dated as of April 30, 1996.*

Exhibit T3A.16.1	—	Certificate of Amendment of Amended and Restated Certificate of Incorporation of CIT Credit Group USA Inc. (f/k/a Newcourt Credit Group USA Inc. f/k/a Confederation Capital Holding Company, Inc.), dated as of March 26, 1998.*

Exhibit T3A.16.2	—	Certificate of Amendment of Amended and Restated Certificate of Incorporation of CIT Credit Group USA Inc. (f/k/a Newcourt Credit Group USA Inc. f/k/a Confederation Capital Holding Company, Inc.), dated as of November 15, 1999.*

Exhibit T3A.16.3	—	Certificate of Amendment of Certificate of Incorporation of CIT Credit Group USA Inc. (f/k/a Newcourt Credit Group USA Inc. f/k/a Confederation Capital Holding Company, Inc.), dated as of July 7, 2004.*

Exhibit T3A.17	—	Certificate of Incorporation of CIT Financial Ltd. of Puerto Rico (f/k/a Newcourt Financial Ltd. of Puerto Rico f/k/a AT&T Credit Corporation of Puerto Rico), dated as of March 16, 1988.*

Exhibit T3A.17.1	—	Certificate of Amendment of Certificate of Incorporation of CIT Financial Ltd. of Puerto Rico (f/k/a Newcourt Financial Ltd. of Puerto Rico f/k/a AT&T Credit Corporation of Puerto Rico), dated as of January 27, 1999.*

Exhibit T3A.17.2	—	Certificate of Amendment of Certificate of Incorporation of CIT Financial Ltd. of Puerto Rico (f/k/a Newcourt Financial Ltd. of Puerto Rico f/k/a AT&T Credit Corporation of Puerto Rico), dated as of March 12, 2001.*

Exhibit T3A.18	—	Amended and Restated Certificate of Incorporation of CIT Financial USA, Inc. (f/k/a Newcourt Financial USA Inc.), dated as of April 30, 1996.*

Exhibit T3A.18.1	—	Certificate of Amendment of Certificate of Incorporation of CIT Financial USA, Inc. (f/k/a Newcourt Financial USA Inc.), dated as of May 1, 2000.*

Exhibit T3A.19	—	Certificate of Formation of CIT Group (NJ) LLC, dated as of February 6, 2004.*


Exhibit T3A.20	—	Certificate of Incorporation of CIT Group SF Holding Co., Inc., dated as of August 13, 2003.*

Exhibit T3A.21	—	Certificate of Formation of CIT Healthcare LLC (f/k/a Healthcare Business Credit Corporation), dated as of December 30, 2005.*

Exhibit T3A.22	—	Certificate of Formation of CIT Holdings, LLC, dated as of October 21, 1999.*

Exhibit T3A.23	—	Restated Certificate of Incorporation of CIT Lending Services Corporation, dated as of March 14, 2006.*

Exhibit T3A.24	—	Certificate of Incorporation of CIT Lending Services Corporation (Illinois) (f/k/a Bering Shipping Co., Inc.), dated as of January 4, 1996.*

Exhibit T3A.24.1	—	Certificate of Amendment of the Certificate of Incorporation of CIT Lending Services Corporation (Illinois) (f/k/a Bering Shipping Co. Inc.), dated as of May 3, 2001.*

Exhibit T3A.25	—	Certificate of Incorporation of CIT Loan Corporation (f/k/a The CIT Group/Consumer Finance, Inc.), dated as of September 24, 1992.*

Exhibit T3A.25.1	—	Certificate of Amendment of Certificate of Incorporation of CIT Loan Corporation (f/k/a The CIT Group/Consumer Finance, Inc.), dated as of March 16, 2009.*

Exhibit T3A.26	—	Certificate of Incorporation of CIT Real Estate Holding Corporation, dated as of March 9, 2007.*

Exhibit T3A.27	—	Certificate of Formation of CIT Realty LLC dated as of May 9, 2005.*

Exhibit T3A.28	—	Amended and Restated Articles of Incorporation of CIT Technologies Corporation (f/k/a Newcourt Technologies Corporation f/k/a AT&T Systems Leasing Corporation f/k/a Encore International, Inc.) dated as of May 17, 1989.*

Exhibit T3A.28.1	—	Certificate of Amendment to the Articles of Incorporation of CIT Technologies Corporation (f/k/a Newcourt Technologies Corporation f/k/a AT&T Systems Leasing Corporation f/k/a Encore International, Inc.) dated as of June 7, 1990.*

Exhibit T3A.28.2	—	Certificate of Amendment to the Articles of Incorporation of CIT Technologies Corporation (f/k/a Newcourt Technologies Corporation f/k/a AT&T Systems Leasing Corporation f/k/a Encore International, Inc.) dated as of July 25, 1991.*

Exhibit T3A.28.3	—	Certificate of Amendment to the Articles of Incorporation of CIT Technologies Corporation (f/k/a Newcourt Technologies Corporation f/k/a AT&T Systems Leasing Corporation f/k/a Encore International, Inc.) dated as of May 30, 2000.*

Exhibit T3A.29	—	Articles of Organization of CIT Technology Financing Services, Inc. (f/k/a Newcourt Leasing Corporation f/k/a AT&T Capital Leasing Services, Inc. f/k/a Eaton Financial Corporation f/k/a 213 Eaton Financial Corporation f/k/a 213 Eaton Financial Corp.), dated as of July 9, 1974.*

Exhibit T3A.29.1	—	Articles of Amendment of CIT Technology Financing Services, Inc. (f/k/a Newcourt Leasing Corporation f/k/a AT&T Capital Leasing Services, Inc. f/k/a Eaton Financial Corporation f/k/a 213 Eaton Financial Corporation f/k/a 213 Eaton Financial Corp.), dated as of August 27, 1974.*


Exhibit T3A.29.2	—	Articles of Amendment of CIT Technology Financing Services, Inc. (f/k/a Newcourt Leasing Corporation f/k/a AT&T Capital Leasing Services, Inc. f/k/a Eaton Financial Corporation f/k/a 213 Eaton Financial Corporation f/k/a 213 Eaton Financial Corp.), dated as of June 22, 1976.*

Exhibit T3A.29.3	—	Articles of Amendment of CIT Technology Financing Services, Inc. (f/k/a Newcourt Leasing Corporation f/k/a AT&T Capital Leasing Services, Inc. f/k/a Eaton Financial Corporation f/k/a 213 Eaton Financial Corporation f/k/a 213 Eaton Financial Corp.), dated as of June 30, 1983.*

Exhibit T3A.29.4	—	Articles of Amendment of CIT Technology Financing Services, Inc. (f/k/a Newcourt Leasing Corporation f/k/a AT&T Capital Leasing Services, Inc. f/k/a Eaton Financial Corporation f/k/a 213 Eaton Financial Corporation f/k/a 213 Eaton Financial Corp.), dated as of August 4, 1983.*

Exhibit T3A.29.5	—	Articles of Amendment of CIT Technology Financing Services, Inc. (f/k/a Newcourt Leasing Corporation f/k/a AT&T Capital Leasing Services, Inc. f/k/a Eaton Financial Corporation f/k/a 213 Eaton Financial Corporation f/k/a 213 Eaton Financial Corp.), dated as of August 23, 1984.*

Exhibit T3A.29.6	—	Articles of Amendment of CIT Technology Financing Services, Inc. (f/k/a Newcourt Leasing Corporation f/k/a AT&T Capital Leasing Services, Inc. f/k/a Eaton Financial Corporation f/k/a 213 Eaton Financial Corporation f/k/a 213 Eaton Financial Corp.), dated as of August 28, 1985.*

Exhibit T3A.29.7	—	Articles of Amendment of CIT Technology Financing Services, Inc. (f/k/a Newcourt Leasing Corporation f/k/a AT&T Capital Leasing Services, Inc. f/k/a Eaton Financial Corporation f/k/a 213 Eaton Financial Corporation f/k/a 213 Eaton Financial Corp.), dated as of August 14, 1986.*

Exhibit T3A.29.8	—	Articles of Amendment of CIT Technology Financing Services, Inc. (f/k/a Newcourt Leasing Corporation f/k/a AT&T Capital Leasing Services, Inc. f/k/a Eaton Financial Corporation f/k/a 213 Eaton Financial Corporation f/k/a 213 Eaton Financial Corp.), dated as of August 21, 1987.*

Exhibit T3A.29.9	—	Articles of Merger of CIT Technology Financing Services, Inc. (f/k/a Newcourt Leasing Corporation f/k/a AT&T Capital Leasing Services, Inc. f/k/a Eaton Financial Corporation f/k/a 213 Eaton Financial Corporation f/k/a 213 Eaton Financial Corp.) and AT&T Credit Corporation of Massachusetts, Inc., dated as of March 16, 1989.*

Exhibit T3A.29.10	—	Articles of Amendment of CIT Technology Financing Services, Inc. (f/k/a Newcourt Leasing Corporation f/k/a AT&T Capital Leasing Services, Inc. f/k/a Eaton Financial Corporation f/k/a 213 Eaton Financial Corporation f/k/a 213 Eaton Financial Corp.), dated as of August 24, 1994.*

Exhibit T3A.29.11	—	Articles of Amendment of CIT Technology Financing Services, Inc. (f/k/a Newcourt Leasing Corporation f/k/a AT&T Capital Leasing Services, Inc. f/k/a Eaton Financial Corporation f/k/a 213 Eaton Financial Corporation f/k/a 213 Eaton Financial Corp.), dated as of January 5, 1999.*

Exhibit T3A.29.12	—	Articles of Amendment of CIT Technology Financing Services, Inc. (f/k/a Newcourt Leasing Corporation f/k/a AT&T Capital Leasing Services, Inc. f/k/a Eaton Financial Corporation f/k/a 213 Eaton Financial Corporation f/k/a 213 Eaton Financial Corp.), dated as of May 16, 2000.*

Exhibit T3A.30	—	Certificate of Incorporation of Education Loan Servicing Corporation, dated as of October 15, 2003.*


Exhibit T3A.31	—	Restated Certificate of Incorporation of Equipment Acceptance Corporation (f/k/a Mercantile Acceptance Corporation) Under Section 807 of the Business Corporation Law, dated as of November 21, 1979.*

Exhibit T3A.32	—	Certificate of Incorporation of Franchise Portfolio 1, Inc., dated as of June 28, 2002.*

Exhibit T3A.33	—	Certificate of Incorporation of Franchise Portfolio 2, Inc., dated as of June 28, 2002.*

Exhibit T3A.34	—	Certificate of Incorporation of GFSC Aircraft Acquisition Financing Corporation, dated as of August 30, 1995.*

Exhibit T3A.35	—	Certificate of Incorporation of Hudson Shipping Co., Inc., dated as of May 29, 1996.*

Exhibit T3A.36	—	Certificate of Formation of Namekeepers LLC, dated as of May 25, 2000.*

Exhibit T3A.37	—	Certificate of Incorporation of Owner-Operator Finance Company, dated as of March 22, 1999.*

Exhibit T3A.38	—	Certificate of Incorporation of Student Loan Express, Inc. (f/k/a Direct III Acquisition Sub, Inc.), dated as of October 1, 2000.*

Exhibit T3A.38.1	—	Certificate of Amendment of Certificate of Incorporation of Student Loan Express, Inc. (f/k/a Direct III Acquisition Sub, Inc.), dated as of November 7, 2001.*

Exhibit T3A.39	—	Certificate of Incorporation of The CIT Group/BC Securities Investment, Inc., dated as of June 26, 1997.*

Exhibit T3A.40	—	Certificate of Incorporation of The CIT Group/Business Credit, Inc. (f/k/a Iselin-Jeffrerson Factors, Inc.) Under Section 402 of the Business Corporation Law, dated as of August 22, 1973.*

Exhibit T3A.40.1	—	Certificate of Amendment of the Certificate of Incorporation of The CIT Group/Business Credit, Inc. (f/k/a Iselin-Jeffrerson Factors, Inc.) Under Section 805 of the Business Corporation Law, dated as of April 17, 1986.*

Exhibit T3A.41	—	Certificate of Incorporation of The CIT Group/Capital Finance, Inc. (f/k/a The CIT Group/Capital Equipment Financing, Inc. f/k/a The CIT Group/Capital Financing, Inc. f/k/a C.I.T. Financial Services, Inc. of Delaware, No. 4), dated as of October 11, 1977.*

Exhibit T3A.41.1	—	Certificate of Amendment of Certificate of Incorporation of The CIT Group/Capital Finance, Inc. (f/k/a The CIT Group/Capital Equipment Financing, Inc. f/k/a The CIT Group/Capital Financing, Inc. f/k/a C.I.T. Financial Services, Inc. of Delaware, No. 4), dated as of April 28, 1986.*

Exhibit T3A.41.2	—	Certificate of Amendment of Certificate of Incorporation of The CIT Group/Capital Finance, Inc. (f/k/a The CIT Group/Capital Equipment Financing, Inc. f/k/a The CIT Group/Capital Financing, Inc. f/k/a C.I.T. Financial Services, Inc. of Delaware, No. 4), dated as of May 8, 1991.*


Exhibit T3A.41.3	—	Certificate of Amendment of Certificate of Incorporation of The CIT Group/Capital Finance, Inc. (f/k/a The CIT Group/Capital Equipment Financing, Inc. f/k/a The CIT Group/Capital Financing, Inc. f/k/a C.I.T. Financial Services, Inc. of Delaware, No. 4), dated as of May 9, 1997.*

Exhibit T3A.42	—	Certificate of Incorporation of The CIT Group/Capital Transportation, Inc., dated as of December 11, 1989.*

Exhibit T3A.43	—	Certificate of Incorporation of The CIT Group/CmS Securities Investment, Inc., dated as of June 26, 1997.*

Exhibit T3A.44	—	Certificate of Incorporation of The CIT Group/Commercial Services, Inc. (f/k/a The CIT Group/Factoring, Inc. f/k/a The CIT Group/Factoring Manufacturers of Hanover, Inc. f/k/a Manufacturers Hanover Commercial Corporation f/k/a Iselin-Jefferson Factors, Inc. f/k/a IJF, Inc.), dated as of December 17, 1971.*

Exhibit T3A.44.1	—	Certificate of Amendment of Certificate of Incorporation of The CIT Group/Commercial Services, Inc. (f/k/a The CIT Group/Factoring, Inc. f/k/a The CIT Group/Factoring Manufacturers of Hanover, Inc. f/k/a Manufacturers Hanover Commercial Corporation f/k/a Iselin-Jefferson Factors, Inc. f/k/a IJF, Inc.), dated as of February 23, 1972.*

Exhibit T3A.44.2	—	Certificate of Amendment of Certificate of Incorporation of The CIT Group/Commercial Services, Inc. (f/k/a The CIT Group/Factoring, Inc. f/k/a The CIT Group/Factoring Manufacturers of Hanover, Inc. f/k/a Manufacturers Hanover Commercial Corporation f/k/a Iselin-Jefferson Factors, Inc. f/k/a IJF, Inc.), dated as of September 13, 1973.*

Exhibit T3A.44.3	—	Certificate of Amendment of Certificate of Incorporation of The CIT Group/Commercial Services, Inc. (f/k/a The CIT Group/Factoring, Inc. f/k/a The CIT Group/Factoring Manufacturers of Hanover, Inc. f/k/a Manufacturers Hanover Commercial Corporation f/k/a Iselin-Jefferson Factors, Inc. f/k/a IJF, Inc.), dated as of October 17, 1986.*

Exhibit T3A.44.4	—	Certificate of Merger of The CIT Group/Factoring Meinhard-Commercial, Inc. into The CIT Group/Commercial Services, Inc. (f/k/a The CIT Group/Factoring, Inc. f/k/a The CIT Group/Factoring Manufacturers of Hanover, Inc. f/k/a Manufacturers Hanover Commercial Corporation f/k/a Iselin-Jefferson Factors, Inc. f/k/a IJF, Inc.), dated as of July 25, 1989.*

Exhibit T3A.44.5	—	Certificate of Correction of Certificate of Merger of The CIT Group/Factoring Meinhard-Commercial, Inc. into The CIT Group/Commercial Services, Inc. (f/k/a The CIT Group/Factoring, Inc. f/k/a The CIT Group/Factoring Manufacturers of Hanover, Inc. f/k/a Manufacturers Hanover Commercial Corporation f/k/a Iselin-Jefferson Factors, Inc. f/k/a IJF, Inc.), dated as of April 4, 1991.*

Exhibit T3A.44.6	—	Certificate of Amendment of the Certificate of Incorporation of The CIT Group/Commercial Services, Inc. (f/k/a The CIT Group/Factoring, Inc. f/k/a The CIT Group/Factoring Manufacturers of Hanover, Inc. f/k/a Manufacturers Hanover Commercial Corporation f/k/a Iselin-Jefferson Factors, Inc. f/k/a IJF, Inc.), dated as of August 16, 1990.*

Exhibit T3A.44.7	—	Certificate of Amendment of the Certificate of Incorporation of The CIT Group/Commercial Services, Inc. (f/k/a The CIT Group/Factoring, Inc. f/k/a The CIT Group/Factoring Manufacturers of Hanover, Inc. f/k/a Manufacturers Hanover Commercial Corporation f/k/a Iselin-Jefferson Factors, Inc. f/k/a IJF, Inc.), dated as of December 29, 1992.*


Exhibit T3A.45	—	Certificate of Incorporation of The CIT Group/Commercial Services, Inc. (Va.) (f/k/a Atlantic Shipping Co., Inc.), dated as of November 28, 1995.*

Exhibit T3A.45.1	—	Certificate of Amendment of Certificate of Incorporation of The CIT Group/Commercial Services, Inc. (Va.) (f/k/a Atlantic Shipping Co., Inc.), dated as of December 23, 1999.*

Exhibit T3A.46	—	Certificate of Incorporation of The CIT Group/Consumer Finance, Inc. (NY) (f/k/a The CIT Group/Consumer Finance, Inc. f/k/a C.I.T. Services, Inc. f/k/a Universal C.I.T. Loan Company of New York, Inc.), dated as of December 21, 1966.*

Exhibit T3A.46.1	—	Certificate of Amendment of Certificate of Incorporation of The CIT Group/Consumer Finance, Inc. (NY) (f/k/a The CIT Group/Consumer Finance, Inc. f/k/a C.I.T. Services, Inc. f/k/a Universal C.I.T. Loan Company of New York, Inc.), dated as of June 1, 1971.*

Exhibit T3A.46.2	—	Certificate of Amendment of Certificate of Incorporation of The CIT Group/Consumer Finance, Inc. (NY) (f/k/a The CIT Group/Consumer Finance, Inc. f/k/a C.I.T. Services, Inc. f/k/a Universal C.I.T. Loan Company of New York, Inc.), dated as of September 29, 1992.*

Exhibit T3A.46.3	—	Certificate of Amendment of Certificate of Incorporation of The CIT Group/Consumer Finance, Inc. (NY) (f/k/a The CIT Group/Consumer Finance, Inc. f/k/a C.I.T. Services, Inc. f/k/a Universal C.I.T. Loan Company of New York, Inc.), dated as of April 1, 1993.*

Exhibit T3A.47	—	Certificate of Incorporation of The CIT Group/Consumer Finance, Inc. (TN), dated as of November 12, 1997.*

Exhibit T3A.48	—	Certificate of Incorporation of The CIT Group/Corporate Aviation, Inc., dated as of February 28, 1990.*

Exhibit T3A.49	—	Certificate of Incorporation of The CIT Group/Equipment Financing, Inc., dated as of November 28, 2000.*

Exhibit T3A.50	—	Certificate of Incorporation of The CIT Group/Equity Investments, Inc., dated as of June 6, 1990.*

Exhibit T3A.51	—	Certificate of Incorporation of the CIT Group/Factoring One, Inc. Under Section 402 of the Business Corporation Law, dated as of January 29, 1991.*

Exhibit T3A.52	—	Certificate of Incorporation of The CIT Group/FM Securities Investment, Inc., dated as of June 26, 1997.*

Exhibit T3A.53	—	Certificate of Incorporation of The CIT Group/LsC Securities Investment, Inc., dated as of June 26, 1997.*

Exhibit T3A.54	—	Certificate of Incorporation of The CIT Group/Securities Investment, Inc. (f/k/a The CIT Group/Industrial Properties, Inc.), dated as of June 28, 1994.*

Exhibit T3A.54.1	—	Certificate of Amendment of Certificate of Incorporation of The CIT Group/Securities Investment, Inc. (f/k/a The CIT Group/Industrial Properties, Inc.), dated as of June 30, 1997.*

Exhibit T3A.55	—	Second Restated Certificate of Incorporation of The CIT Group/Venture Capital, Inc., dated as of January 9, 2002.*

Exhibit T3A.56	—	Certificate of Incorporation of Western Star Finance, Inc., dated as of March 28, 1996.*

Exhibit T3B.1	—	Amended and Restated By-laws of CIT Group Inc. (filed as Exhibit 99.3 to CIT Group Inc.’s Current Report on Form 8-K filed on January 17, 2008 and incorporated by reference herein).


Exhibit T3B.2	—	Limited Liability Company Agreement of CIT Group Funding Company of Delaware LLC, dated as of December 31, 2007 (previously filed).

Exhibit T3B.3	—	Amended and Restated By-laws of Baffin Shipping Co., Inc., adopted September 15, 2003.*

Exhibit T3B.4	—	Amended and Restated By-laws of C.I.T. Leasing Corporation, adopted September 15, 2003.*

Exhibit T3B.5	—	Amended and Restated By-laws of Capita Colombia Holdings Corp., adopted September 15, 2003.*

Exhibit T3B.6	—	Amended and Restated By-laws of Capita Corporation, adopted September 15, 2003.*

Exhibit T3B.7	—	Amended and Restated Limited Liability Company Agreement of Capita International L.L.C., dated as of March 13, 2008.*

Exhibit T3B.8	—	Amended and Restated By-laws of Capital Premium Corporation, adopted September 15, 2003.*

Exhibit T3B.9	—	Amended and Restated By-laws of CIT Capital USA Inc., adopted September 15, 2003.*

Exhibit T3B.10	—	Amended and Restated By-laws of CIT China 12, Inc., adopted September 15, 2003.*

Exhibit T3B.11	—	Amended and Restated By-laws of CIT China 13, Inc., adopted September 15, 2003.*

Exhibit T3B.12	—	Amended and Restated By-laws of CIT China 2, Inc., adopted September 15, 2003.*

Exhibit T3B.13	—	Amended and Restated By-laws of CIT China 3, Inc., adopted September 15, 2003.*

Exhibit T3B.14	—	Amended and Restated By-laws of CIT Communications Finance Corporation, adopted September 15, 2003.*

Exhibit T3B.15	—	Amended and Restated By-laws of CIT Credit Finance Corp. (f/k/a Agilent Financial Services, Inc.), adopted September 15, 2003.*

Exhibit T3B.16	—	Amended and Restated By-laws of CIT Credit Group USA Inc., adopted September 15, 2003.*

Exhibit T3B.17	—	Amended and Restated By-laws of CIT Financial Ltd. of Puerto Rico, adopted September 15, 2003.*

Exhibit T3B.18	—	Amended and Restated By-laws of CIT Financial USA, Inc., adopted September 15, 2003.*

Exhibit T3B.19	—	Limited Liability Company Agreement of CIT Group (NJ) LLC, dated as of February 6, 2004.*

Exhibit T3B.19.1	—	Amendment to the Limited Liability Company Agreement of CIT Group (NJ) LLC, dated as of August 3, 2008.*

Exhibit T3B.20	—	By-laws of CIT Group SF Holding Co., Inc.*

Exhibit T3B.21	—	Limited Liability Company Agreement of CIT Healthcare LLC.*

Exhibit T3B.21.1	—	First Amendment to the Limited Liability Company Agreement of CIT Healthcare LLC dated June 6, 2007.*


Exhibit T3B.21.2	—	Amendment to the Limited Liability Company Agreement of CIT Healthcare LLC dated August 3, 2009.*

Exhibit T3B.22	—	Restated Limited Liability Company Agreement of CIT Holdings, LLC, dated as of November 11, 2005.*

Exhibit T3B.22.1	—	Amendment to Limited Liability Company Agreement of CIT Holdings, LLC, dated as of August 3, 2009.*

Exhibit T3B.23	—	Amended and Restated By-laws of CIT Lending Services Corporation, adopted September 15, 2003.*

Exhibit T3B.24	—	Amended and Restated By-laws of CIT Lending Services Corporation (Illinois), adopted September 15, 2003.*

Exhibit T3B.25	—	Amended and Restated By-laws of CIT Loan Corporation, adopted June 2, 2003.*

Exhibit T3B.26	—	By-laws of CIT Real Estate Holding Corporation, adopted March 9, 2007.*

Exhibit T3B.27	—	Limited Liability Company Agreement of CIT Realty LLC, dated as of May 9, 2005.*

Exhibit T3B.28	—	Amended and Restated By-laws of CIT Technologies Corporation, adopted September 15, 2003.*

Exhibit T3B.29	—	Amended and Restated By-laws of CIT Technology Financing Services, Inc., adopted September 15, 2003.*

Exhibit T3B.30	—	By-laws of Education Loan Servicing Corporation.*

Exhibit T3B.30.1	—	By-laws Amendment of Education Loan Servicing Corporation dated August 5, 2009.*

Exhibit T3B.31	—	Amended and Restated Bylaws of Equipment Acceptance Corporation, adopted September 15, 2003.*

Exhibit T3B.32	—	Amended and Restated By-laws of Franchise Portfolio 1, Inc., adopted September 15, 2003.*

Exhibit T3B.33	—	Amended and Restated By-laws of Franchise Portfolio 2, Inc., adopted September 15, 2003.*

Exhibit T3B.34	—	Amended and Restated By-laws of GFSC Aircraft Acquisition Financing Corporation, adopted September 15, 2003.*

Exhibit T3B.35	—	Amended and Restated By-laws of Hudson Shipping Co., Inc., adopted September 15, 2003.*

Exhibit T3B.36	—	Limited Liability Company Agreement of Namekeepers LLC, dated as of May 26, 2000.*

Exhibit T3B.37	—	Amended and Restated By-laws of Owner-Operator Finance Company, adopted September 15, 2003.*

Exhibit T3B.38	—	Bylaws of Student Loan Xpress, Inc. (f/k/a Direct III Acquisition Sub, Inc.).*

Exhibit T3B.38.1	—	Bylaws Amendment of Student Loan Xpress, Inc., adopted August 3, 2009.*

Exhibit T3B.39	—	Amended and Restated By-laws of The CIT Group/BC Securities Investment, Inc., adopted September 15, 2003.*


Exhibit T3B.40	—	Amended and Restated By-laws of The CIT Group/Business Credit, Inc., adopted September 15, 2003.*

Exhibit T3B.41	—	Amended and Restated By-laws of The CIT Group/Capital Finance, Inc., adopted September 15, 2003.*

Exhibit T3B.42	—	Amended and Restated By-laws of The CIT Group/Capital Transportation, Inc., adopted September 15, 2003.*

Exhibit T3B.43	—	Amended and Restated By-laws of The CIT Group/CMS Securities Investment, Inc., adopted September 15, 2003.*

Exhibit T3B.44	—	Amended and Restated By-laws of The CIT Group/Commercial Services, Inc., adopted September 15, 2003.*

Exhibit T3B.45	—	Amended and Restated By-laws of The CIT Group/Commercial Services, Inc. (VA.), adopted September 15, 2003.*

Exhibit T3B.46	—	Amended and Restated By-laws of The CIT Group/Consumer Finance, Inc. (NY), adopted June 2, 2003.*

Exhibit T3B.47	—	Amended and Restated By-laws of The CIT Group/Consumer Finance, Inc. (TN), adopted June 2, 2003.*

Exhibit T3B.48	—	Amended and Restated By-laws of The CIT Group/Corporate Aviation, Inc., adopted September 15, 2003.*

Exhibit T3B.49	—	Amended and Restated By-laws of The CIT Group/Equipment Financing, Inc., adopted September 15, 2003.*

Exhibit T3B.50	—	Amended and Restated By-laws of The CIT Group/Equity Investments, Inc., adopted September 15, 2003.*

Exhibit T3B.51	—	Amended and Restated Bylaws of The CIT Group/Factoring One, Inc., adopted September 15, 2003.*

Exhibit T3B.52	—	Amended and Restated By-laws of The CIT Group/FM Securities Investment, Inc., adopted September 15, 2003.*

Exhibit T3B.53	—	Amended and Restated By-laws of The CIT Group/LsC Securities Investment, Inc., adopted September 15, 2003.*

Exhibit T3B.54	—	Amended and Restated By-laws of The CIT Group/Securities Investment, Inc., adopted September 15, 2003.*

Exhibit T3B.55	—	Amended and Restated By-laws of The CIT Group/Venture Capital, Inc., adopted September 15, 2003.*

Exhibit T3B.56	—	Amended and Restated By-laws of Western Star Finance, Inc., adopted September 15, 2003.*

Exhibit T3C.1	—	Form of Indenture between CIT Group Funding Company of Delaware LLC and The Bank of New York Mellon, as Trustee (previously filed).

Exhibit T3C.2	—	Form of Indenture between CIT Group Inc. and The Bank of New York Mellon, as Trustee (previously filed).


Exhibit T3D	—	Not applicable.

Exhibit T3E.1	—	Offering Memorandum, Disclosure Statement and Solicitation of Acceptances of a Prepackaged Plan of Reorganization.*

Exhibit T3E.2	—	Ballot (included in Exhibit T3E.1).

Exhibit T3E.3	—	Letter of Transmittal and Ballot.*

Exhibit T3F	—	A cross reference sheet showing the location in the Indenture of the provisions inserted therein pursuant to Section 310 through 318(a), inclusive, of the Trust Indenture Act (included as part of Exhibit T3C hereto).

Exhibit 25.1	—	Form T-1s qualifying The Bank of New York Mellon as Trustee under the Indentures to be qualified (previously filed).


*		Filed herewith.

Signature

Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicants have duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the city of New York, New York, on October 16, 2009.


CIT GROUP INC
By:	/s/ Glenn A. Votek
	Name:	Glenn A. Votek
	Title:	Executive Vice President and Treasurer

CIT GROUP FUNDING COMPANY OF DELAWARE LLC

By:	/s/ Glenn A. Votek
	Name:	Glenn A. Votek
	Title:	President and Treasurer

BAFFIN SHIPPING CO., INC. C.I.T. LEASING CORPORATION CAPITA COLOMBIA HOLDINGS CORP. CAPITA CORPORATION CAPITA INTERNATIONAL L.L.C. CAPITA PREMIUM CORPORATION CIT CAPITAL USA INC. CIT CHINA 12, INC. CIT CHINA 13, INC. CIT CHINA 2, INC. CIT CHINA 3, INC. CIT COMMUNICATIONS FINANCE CORPORATION CIT CREDIT FINANCE CORP. CIT CREDIT GROUP USA INC. CIT FINANCIAL LTD. OF PUERTO RICO CIT FINANCIAL USA, INC. CIT GROUP (NJ) LLC CIT GROUP SF HOLDING CO., INC. CIT HEALTHCARE LLC CIT HOLDINGS, LLC CIT LENDING SERVICES CORPORATION CIT LENDING SERVICES CORPORATION (ILLINOIS) CIT LOAN CORPORATION (F/K/A THE CIT GROUP/CONSUMER FINANCE, INC.) CIT REALTY LLC CIT TECHNOLOGIES CORPORATION CIT TECHNOLOGY FINANCING SERVICES, INC. EDUCATION LOAN SERVICING CORPORATION EQUIPMENT ACCEPTANCE CORPORATION FRANCHISE PORTFOLIO 1, INC. FRANCHISE PORTFOLIO 2, INC. GFSC AIRCRAFT ACQUISITION FINANCING CORPORATION HUDSON SHIPPING CO., INC. NAMEKEEPERS LLC OWNER-OPERATOR FINANCE COMPANY STUDENT LOAN XPRESS, INC. THE CIT GROUP/BC SECURITIES INVESTMENT, INC. THE CIT GROUP/BUSINESS CREDIT, INC.


THE CIT GROUP/CAPITAL FINANCE, INC. THE CIT GROUP/CAPITAL TRANSPORTATION, INC. THE CIT GROUP/CMS SECURITIES INVESTMENT, INC. THE CIT GROUP/COMMERCIAL SERVICES, INC. THE CIT GROUP/COMMERCIAL SERVICES, INC. (VA.) THE CIT GROUP/CONSUMER FINANCE, INC. (NY) THE CIT GROUP/CONSUMER FINANCE, INC. (TN) THE CIT GROUP/CORPORATE AVIATION, INC. THE CIT GROUP/EQUIPMENT FINANCING, INC. THE CIT GROUP/EQUITY INVESTMENTS, INC. THE CIT GROUP/FACTORING ONE, INC. THE CIT GROUP/FM SECURITIES INVESTMENT, INC. THE CIT GROUP/LSC SECURITIES INVESTMENT, INC. THE CIT GROUP/SECURITIES INVESTMENT, INC. THE CIT GROUP/VENTURE CAPITAL, INC. WESTERN STAR FINANCE, INC.
By:	/s/ Glenn A. Votek
	Name:	Glenn A. Votek
	Title:	Executive Vice President

CIT REAL ESTATE HOLDING CORPORATION
By:	/s/ Glenn A. Votek
	Name:	Glenn A. Votek
	Title:	Treasurer

Annex A

Schedule of Underwriters for Securities of the Corporation and Delaware Funding
within the Previous Three Years

A. The Corporation.


Underwriters		Securities

ABN AMRO Incorporated		Common Stock
540 W. Madison St.
Chicago, IL 60661

Banc of America Securities LLC		Common Stock
One Bryant Park		7.625% Senior Notes due November 30, 2012
New York, NY 10036		Equity Units
		6.10% Junior Subordinated Notes due March 15, 2067
		Floating Rate Senior Notes due March 12, 2010
		5.40% Senior Notes due February 13, 2012
		Floating Rate Senior Notes due February 13, 2012
		5.65% Senior Notes due February 13, 2017

		The Senior Notes set forth in Exhibit 1 hereto.

Barclays Capital Inc.		Common Stock
35^th Floor		6.10% Junior Subordinated Notes due March 15, 2067
200 Park Avenue		Floating Rate Senior Notes due March 12, 2010
New York, NY 10166

Bear, Stearns & Co. Inc.		6.10% Junior Subordinated Notes due March 15, 2067
Not applicable.		5.40% Senior Notes due February 13, 2012
		Floating Rate Senior Notes due February 13, 2012
		5.65% Senior Notes due February 13, 2017

		The Senior Notes set forth in Exhibit 1 hereto.

Blaylock & Company, Inc.		6.10% Junior Subordinated Notes due March 15, 2067
780 3rd Ave., 44th Floor
New York, NY 10017

BMO Capital Markets Corp.		Common Stock
Three Times Square		5.40% Senior Notes due February 13, 2012
New York, NY 10036		Floating Rate Senior Notes due February 13, 2012
		5.65% Senior Notes due February 13, 2017

BNP Paribas Securities Corp.		Common Stock
787 Seventh Avenue		7.625% Senior Notes due November 30, 2012
New York, NY 10019		Floating Rate Senior Notes due March 12, 2010
		5.40% Senior Notes due February 13, 2012
		Floating Rate Senior Notes due February 13, 2012
		5.65% Senior Notes due February 13, 2017

BNY Capital Markets, Inc.		Common Stock
18^th Floor		5.40% Senior Notes due February 13, 2012
One Wall Street		Floating Rate Senior Notes due February 13, 2012
New York, NY 10005		5.65% Senior Notes due February 13, 2017

Charles Schwab & Co., Inc.		The Senior Notes set forth in Exhibit 1 hereto.
101 Montgomery Street, Suite 200
San Francisco, CA 94104

CIBC World Markets Corp.		Common Stock
161 Bay St., Suite 700		5.40% Senior Notes due February 13, 2012
Toronto ON M5J 2S8 Canada		Floating Rate Senior Notes due February 13, 2012
		5.65% Senior Notes due February 13, 2017


Underwriters		Securities

Citigroup Global Markets Inc.		Common Stock
388 Greenwich Street		8.75% Non-Cumulative Preferred Stock, Series C, par value
New York, NY 10013		$0.01 per share
		7.625% Senior Notes due November 30, 2012
		Equity Units
		6.10% Junior Subordinated Notes due March 15, 2067
		5.40% Senior Notes due February 13, 2012
		Floating Rate Senior Notes due February 13, 2012
		5.65% Senior Notes due February 13, 2017

		The Senior Notes set forth in Exhibit 1 hereto.

Credit Suisse Securities (USA) LLC		Common Stock
11 Madison Avenue		7.625% Senior Notes due November 30, 2012
New York, NY 10010		Floating Rate Senior Notes due March 12, 2010
		5.40% Senior Notes due February 13, 2012
		Floating Rate Senior Notes due February 13, 2012
		5.65% Senior Notes due February 13, 2017

Daiwa Securities America Inc.		Common Stock
Financial Square
32 Old Slip
New York, NY 10005-3538

Deutsche Bank Securities Inc.		Common Stock
60 Wall Street		8.75% Non-Cumulative Preferred Stock, Series C, par value
New York, NY 10005		$0.01 per share
		5.40% Senior Notes due February 13, 2012
		Floating Rate Senior Notes due
		February 13, 2012
		5.65% Senior Notes due February 13, 2017

Edward D. Jones & Co., LP		The Senior Notes set forth in Exhibit 1 hereto.
12555 Manchester Road
St. Louis, MO 63131

Fortis Securities LLC		Common Stock
3rd Floor
520 Madison Avenue
New York, NY 10022

Goldman, Sachs & Co.		Equity Units
85 Broad Street		6.10% Junior Subordinated Notes due March 15, 2067
New York, NY 10004		Floating Rate Senior Notes due March 12, 2010
		5.40% Senior Notes due February 13, 2012 Floating Rate
		Senior Notes due February 13, 2012
		5.65% Senior Notes due February 13, 2017

Greenwich Capital Markets, Inc.		8.75% Non-Cumulative Preferred Stock, Series C, par value
*(formerly* RBS Securities Inc.)		$0.01 per share
600 Washington Boulevard		5.40% Senior Notes due February 13, 2012
Stamford, CT 06901		Floating Rate Senior Notes due February 13, 2012
		5.65% Senior Notes due February 13, 2017

HSBC Securities (USA) Inc.		Common Stock
452 Fifth Avenue		8.75% Non-Cumulative Preferred Stock, Series C, par value
New York, NY 10018-2706		$0.01 per share
		Floating Rate Senior Notes due March 12, 2010
		5.40% Senior Notes due February 13, 2012
		Floating Rate Senior Notes due February 13, 2012
		5.65% Senior Notes due February 13, 2017

Incapital LLC		The Senior Notes set forth in Exhibit 1 hereto.
200 S. Wacker Drive, Suite 3700
Chicago, IL 60606


Underwriters		Securities

J.P. Morgan Securities Inc.		Common Stock
277 Park Avenue		8.75% Non-Cumulative Preferred Stock, Series C, par value
New York, NY 10172		$0.01 per share
		6.10% Junior Subordinated Notes due March 15, 2067
		5.40% Senior Notes due February 13, 2012
		Floating Rate Senior Notes due February 13, 2012
		5.65% Senior Notes due February 13, 2017

Keefe, Bruyette & Woods, Inc.		Common Stock
The Equitable Building
787 Seventh Avenue, 4th Floor
New York, NY 10019

LaSalle Financial Services, Inc.		5.40% Senior Notes due February 13, 2012
135 S. Lasalle St., Suite 2111		Floating Rate Senior Notes due February 13, 2012
Chicago, IL 60603-1000		5.65% Senior Notes due February 13, 2017

Lehman Brothers Inc.		8.75% Non-Cumulative Preferred Stock, Series C, par
Not applicable.		value $0.01 per share
		7.625% Senior Notes due November 30, 2012
		Equity Units
		Extendible Floating Rate Senior Notes
		6.10% Junior Subordinated Notes due March 15, 2067

Merrill Lynch & Co., Inc.		The Senior Notes set forth in Exhibit 1 hereto.
4 World Financial Center #4
New York, NY

Merrill Lynch, Pierce, Fenner & Smith Incorporated Four World Financial Center		Common Stock 8.75% Non-Cumulative Preferred Stock, Series C, par value
250 Vesey Street		$0.01 per share
New York, NY 10080		7.625% Senior Notes due November 30, 2012
		6.10% Junior Subordinated Notes due March 15, 2067
		Floating Rate Senior Notes due March 12, 2010

Mitsubishi UFJ Securities International plc		Common Stock
4-1, Marunouchi 2-chome		8.75% Non-Cumulative Preferred Stock, Series C, par value
Chiyoda-ku, Tokyo 100-6317		$0.01 per share
		7.625% Senior Notes due November 30, 2012

Mizuho Securities USA Inc.		Common Stock
1251 Avenue of The Americas, 33rd Floor
New York, NY 10017

Morgan Stanley & Co. Incorporated		Common Stock
1585 Broadway		8.75% Non-Cumulative Preferred Stock, Series C, par
New York, NY 10036		value $0.01 per share
		Equity Units
		Extendible Floating Rate Senior Notes
		6.10% Junior Subordinated Notes due March 15, 2067

		The Senior Notes set forth in Exhibit 1 hereto.

National Australia Bank Limited		5.40% Senior Notes due February 13, 2012
L 3 800 Bourke St.		Floating Rate Senior Notes due February 13, 2012
Melbourne, Australia		5.65% Senior Notes due February 13, 2017

Raymond James & Associates, Inc.		The Senior Notes set forth in Exhibit 1 hereto.
880 Carillon Parkway
Saint Petersburg, FL 33716

RBC Capital Markets Corporation		Common Stock
One Liberty Plaza		8.75% Non-Cumulative Preferred Stock, Series C, par value
165 Broadway		$0.01 per share


		5.60% Senior Notes due November 2

Underwriters		Securities

New York, NY 10006-1404		7.625% Senior Notes due November 30, 2012
		Floating Rate Senior Notes due March 12, 2010
		5.40% Senior Notes due February 13, 2012
		Floating Rate Senior Notes due February 13, 2012
		5.65% Senior Notes due February 13, 2017
		The Senior Notes set forth in Exhibit I hereto.

Scotia Capital (USA) Inc.		Common Stock
Floor 24		5.40% Senior Notes due February 13, 2012
One Liberty Plaza		Floating Rate Senior Notes due February 13, 2012
New York, NY 10006		5.65% Senior Notes due February 13, 2017

SG Americas Securities, LLC		Common Stock
6th Floor		8.75% Non-Cumulative Preferred Stock, Series C, par value
1221 Avenue of the Americas		$0.01 per share
New York, NY 10020

UBS Securities LLC		6.10% Junior Subordinated Notes due March 15, 2067
677 Washington Boulevard		5.40% Senior Notes due February 13, 2012
Stamford, CT 06901		Floating Rate Senior Notes due February 13, 2012
		5.65% Senior Notes due February 13, 2017

		The Senior Notes set forth in Exhibit I hereto.

*Wells Fargo Securities LLC (formerly***		Common Stock
Wachovia Capital Markets, LLC)		8.75% Non-Cumulative Preferred Stock, Series C, par value
301 S. College Street		$0.01 per share
Charlotte, NC 28288		6.10% Junior Subordinated Notes due March 15, 2067

*Wells Fargo Advisors (formerly* Wachovia**		The Senior Notes set forth in Exhibit I hereto.
Securities)
Wachovia Securities MO1 100
One North Jefferson St. Louis, MO 63103

B. Delaware Funding.


Underwriters		Securities
BMO Capital Markets Corp.		5.60% Senior Notes due November 2
Three Times Square
New York, NY 10036

CIBC World Markets Corp.		5.60% Senior Notes due November 2
161 Bay St., Suite 700
Toronto ON M5J 2S8

Citigroup Global Markets Inc.		5.60% Senior Notes due November 2
388 Greenwich Street
New York, NY 10013

Credit Suisse Securities (USA) LLC		5.60% Senior Notes due November 2
11 Madison Avenue
New York, NY 10010

Morgan Stanley & Co. Incorporated		5.60% Senior Notes due November 2
1585 Broadway
New York, NY 10036

RBC Dominion Securities Inc.		5.60% Senior Notes due November 2
200 Bay St
Toronto ON M5J 2W7
Canada

Scotia Capital (USA) Inc.		5.60% Senior Notes due November 2
Floor 24
One Liberty Plaza
New York, NY 10006

Exhibit I

Senior Notes

5.250% Senior Notes, due November 15, 2010
6.000% Senior Notes, due November 15, 2016
6.250% Senior Notes, due November 15, 2021
5.050% Senior Notes, due November 15, 2009
5.200% Senior Notes, due November 15, 2011
5.950% Senior Notes, due November 15, 2016
6.100% Senior Notes, due November 15, 2021
5.050% Senior Notes, due December 15, 2010
5.800% Senior Notes, due December 15, 2016
6.000% Senior Notes, due December 15, 2021
4.700% Senior Notes, due December 15, 2009
4.850% Senior Notes, due December 15, 2011
5.650% Senior Notes, due December 15, 2016
5.850% Senior Notes, due December 15, 2021
4.900% Senior Notes, due December 15, 2010
5.700% Senior Notes, due December 15, 2016
5.875% Senior Notes, due December 15, 2021
4.850% Senior Notes, due December 15, 2009
5.000% Senior Notes, due December 15, 2011
5.700% Senior Notes, due December 15, 2016
5.900 % Senior Notes, due December 15, 2021
5.150% Senior Notes, due February 15, 2011
5.850% Senior Notes, due February 15, 2017
6.000% Senior Notes, due February 15, 2022
5.150% Senior Notes, due February 15, 2010
5.250% Senior Notes, due February 15, 2012
5.950% Senior Notes, due February 15, 2017
6.050% Senior Notes, due February 15, 2022
5.150% Senior Notes, due February 15, 2011
5.850% Senior Notes, due February 15, 2017
6.000% Senior Notes, due February 15, 2022
5.050% Senior Notes, due February 15, 2010
5.150% Senior Notes, due February 15, 2012
5.800% Senior Notes, due February 15, 2017
5.950% Senior Notes, due February 15, 2022
5.000% Senior Notes, due March 15, 2011
5.750% Senior Notes, due March 15, 2017
5.900% Senior Notes, due March 15, 2022
4.900% Senior Notes, due March 15, 2010
5.000% Senior Notes, due March 15, 2012
5.750% Senior Notes, due March 15, 2017
5.850% Senior Notes, due March 15, 2022
4.900% Senior Notes, due March 15, 2011
5.700% Senior Notes, due March 15, 2017
5.850% Senior Notes, due March 15, 2022
4.850% Senior Notes, due March 15, 2010
5.000% Senior Notes, due March 15, 2012
5.650% Senior Notes, due March 15, 2017
5.850% Senior Notes, due March 15, 2022
5.000% Senior Notes, due March 15, 2011
5.750% Senior Notes, due March 15, 2017
5.950% Senior Notes, due March 15, 2022
5.750% Senior Notes, due May 15, 2017

6.000% Senior Notes, due May 15, 2022
5.800% Senior Notes, due May 15, 2017
6.000% Senior Notes, due May 15, 2022
5.800% Senior Notes, due May 15, 2017
6.000% Senior Notes, due May 15, 2022
6.000% Senior Notes, due June 15, 2017
6.150% Senior Notes, due June 15, 2022
5.750% Senior Notes, due June 15, 2014
6.000% Senior Notes, due June 15, 2017
6.200% Senior Notes, due June 15, 2022
5.850% Senior Notes, due June 15, 2014
6.100% Senior Notes, due June 15, 2017
6.250% Senior Notes, due June 15, 2022
6.000% Senior Notes, due June 15, 2014
6.250% Senior Notes, due June 15, 2017
6.500% Senior Notes, due June 15, 2022
6.000% Senior Notes, due August 15, 2014
6.250% Senior Notes, due August 15, 2017
6.500% Senior Notes, due August 15, 2022
5.500% Senior Notes, due August 15, 2010
5.750% Senior Notes, due August 15, 2012
6.000% Senior Notes, due August 15, 2014
6.500% Senior Notes, due August 15, 2022
5.750% Senior Notes, due August 15, 2012
6.000% Senior Notes, due August 15, 2014
6.500% Senior Notes, due August 15, 2022
5.500% Senior Notes, due August 15, 2010
5.000% Senior Notes, due November 15, 2009
5.250% Senior Notes, due November 15, 2011
6.250% Senior Notes, due November 15, 2017
5.000% Senior Notes, due November 15, 2009
5.250% Senior Notes, due November 15, 2011
6.250% Senior Notes, due November 15, 2017
5.000% Senior Notes, due November 15, 2009
5.250% Senior Notes, due November 15, 2011
6.250% Senior Notes, due November 15, 2017
5.250% Senior Notes, due November 15, 2010
5.500% Senior Notes, due November 15, 2012
6.400% Senior Notes, due November 15, 2017
6.700% Senior Notes, due November 15, 2022
5.250% Senior Notes, due November 15, 2010
5.500% Senior Notes, due November 15, 2012
6.500% Senior Notes, due November 15, 2017
6.750% Senior Notes, due November 15, 2022
5.250% Senior Notes, due December 15, 2010
5.500% Senior Notes, due December 15, 2012
6.500% Senior Notes, due December 15, 2017
6.750% Senior Notes, due December 15, 2022
6.250% Senior Notes, due December 15, 2009
7.000% Senior Notes, due December 15, 2012
7.500% Senior Notes, due December 15, 2017
6.500% Senior Notes, due December 15, 2009
7.250% Senior Notes, due December 15, 2012
7.750% Senior Notes, due December 15, 2017
6.125% Senior Notes, due June 15, 2009
6.500% Senior Notes, due December 15, 2010
7.300% Senior Notes, due December 15, 2012
7.800% Senior Notes, due December 15, 2017
6.500% Senior Notes, due January 15, 2011

7.500% Senior Notes, due January 15, 2013
6.500% Senior Notes, due February 15, 2010
7.250% Senior Notes, due February 15, 2012
7.850% Senior Notes, due February 15, 2014
6.600% Senior Notes, due February 15, 2011
7.600% Senior Notes, due February 15, 2013
7.900% Senior Notes, due February 15, 2015
6.250% Senior Notes, due February 15, 2010
7.000% Senior Notes, due February 15, 2012
7.650% Senior Notes, due February 15, 2014
6.750% Senior Notes, due March 15, 2011
7.750% Senior Notes, due March 15, 2013
6.500% Senior Notes, due March 15, 2010
7.250% Senior Notes, due March 15, 2012
7.900% Senior Notes, due March 15, 2013
6.500% Senior Notes, due March 15, 2011
7.250% Senior Notes, due March 15, 2013
7.850% Senior Notes, due March 15, 2014