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Document Preview Administration Agreement |
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Title: |
Administration Agreement |
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Entities: |
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Date: |
2006 |
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Size: |
Preview shows 14KB of 42KB total |
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Price: |
$42 |
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ID: |
#2646489 |
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ADMINISTRATION AGREEMENT |
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among |
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CIT EQUIPMENT COLLATERAL 2006-VT2 |
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as Issuer, |
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CIT FINANCIAL USA, INC., |
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as Administrator, |
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CIT FUNDING COMPANY, LLC, |
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as Depositor, |
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and |
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DEUTSCHE BANK TRUST COMPANY AMERICAS |
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as Indenture Trustee |
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Dated as of October 1, 2006 |
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TABLE OF CONTENTS
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Page | |
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SECTION 1. |
DUTIES OF THE ADMINISTRATOR |
1 |
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SECTION 2. |
RECORDS |
7 |
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SECTION 3. |
COMPENSATION |
7 |
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SECTION 4. |
ADDITIONAL INFORMATION TO BE FURNISHED TO THE ISSUER |
7 |
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SECTION 5. |
INDEPENDENCE OF THE ADMINISTRATOR |
8 |
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SECTION 6. |
NO JOINT VENTURE |
8 |
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SECTION 7. |
OTHER ACTIVITIES OF ADMINISTRATOR |
8 |
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SECTION 8. |
TERM OF AGREEMENT; RESIGNATION AND REMOVAL OF ADMINISTRATOR |
8 |
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SECTION 9. |
ACTION UPON TERMINATION, RESIGNATION OR REMOVAL |
9 |
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SECTION 10. |
NOTICES |
9 |
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SECTION 11. |
AMENDMENTS |
10 |
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SECTION 12. |
SUCCESSORS AND ASSIGNS |
10 |
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SECTION 13. |
GOVERNING LAW |
11 |
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SECTION 14. |
HEADINGS |
11 |
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SECTION 15. |
COUNTERPARTS |
11 |
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SECTION 16. |
SEVERABILITY |
11 |
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SECTION 17. |
NOT APPLICABLE TO CFUSA IN OTHER CAPACITIES |
11 |
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SECTION 18. |
LIMITATION OF LIABILITY OF OWNER TRUSTEE AND INDENTURE TRUSTEE |
11 |
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SECTION 19. |
THIRD-PARTY BENEFICIARY |
12 |
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SECTION 20. |
BANKRUPTCY PETITION. |
12 |
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SECTION 21. |
LIMITED RECOURSE |
12 |
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SECTION 22. |
SURVIVABILITY |
12 |
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EXHIBIT A |
FORM OF LIMITED POWER OF ATTORNEY |
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i
This Administration Agreement, dated as of October 1, 2006 (this Agreement), is among CIT Equipment Collateral 2006-VT2 (the Issuer), CIT Financial USA, Inc. (together with its successors and assigns, CFUSA and in its capacity as administrator, the Administrator), CIT Funding Company, LLC (together with its successors and assigns, the Depositor), and Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Indenture Trustee (together with its successors and assigns, the Indenture Trustee).
WITNESSETH:
WHEREAS, the Issuer is issuing 5.34435% Class A-1 Receivable-Backed Notes, 5.19% Class A-2 Receivable-Backed Notes, 5.07% Class A-3 Receivable-Backed Notes, 5.05% Class A-4 Receivable-Backed Notes, 5.24% Class B Receivable-Backed Notes, 5.29% Class C Receivable-Backed Notes, and 5.46% Class D Receivable-Backed Notes, (collectively, the Notes) pursuant to the Indenture, dated as of the date hereof (the Indenture), between the Issuer and the Indenture Trustee (capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Indenture or in the Pooling and Servicing Agreement, as defined in the Indenture);
WHEREAS, the Issuer has entered into certain agreements in connection with the issuance of the Notes and of certain beneficial ownership interests of the Issuer, including (i) the Pooling and Servicing Agreement, (ii) the Indenture and (iii) the other Transaction Documents to which the Issuer is a party;
WHEREAS, pursuant to the Transaction Documents, the Issuer and the Owner Trustee are required to perform certain duties in connection with (i) the Notes and the Collateral therefor pledged pursuant to the Indenture and (ii) the beneficial ownership interest in the Issuer evidenced by the Equity Certificate (the registered holder of such interest being referred to herein as the Owner);
WHEREAS, the Issuer desires to have the Administrator perform certain of the duties of the Issuer and the Owner Trustee referred to in the preceding clause and to provide such additional services consistent with the terms of this Agreement and the Transaction Documents as the Issuer and the Owner Trustee may from time to time request; and
WHEREAS, the Administrator has the capacity to provide the services required hereby and is willing to perform such services for the Issuer and the Owner Trustee on the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
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