CIT EQUIPMENT COLLATERAL 2003-EF1
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>8
<FILENAME>ex10-2.txt
<DESCRIPTION>EXHIBIT 10.2
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EXHIBIT 10.2

Multicurrency-Cross Border)

                                     ISDA'r'
              International Swaps and Derivatives Association, Inc.

                                MASTER AGREEMENT

                         dated as of September 17, 2003

WACHOVIA BANK,                  CIT EQUIPMENT COLLATERAL 2003-EF-1
NATIONAL ASSOCIATION            By: M&T TRUST COMPANY OF DELAWARE,
                                Not in its individual capacity, but solely as
                                Owner and Trustee on behald of the Trust
--------------------------------------------------------------------------------

have entered and/or anticipate entering into one or more transactions (each a
"Transaction") that are or will be governed by this Master Agreement, which
includes the schedule (the "Schedule"), and the documents and other confirming
evidence (each a "Confirmation") exchanged between the parties confirming those
Transactions.

Accordingly, the parties agree as follows:-

1.       Interpretation

(a)      Definitions. The terms defined in Section 14 and in the Schedule will
have the meanings therein specified for the purpose of this Master
Agreement.

(b)      Inconsistency. In the event of any inconsistency between the provisions
of the Schedule and the other provisions of this Master Agreement, the Schedule
will prevail. In the event of any inconsistency between the provisions of any
Confirmation and this Master Agreement (including the Schedule), such
Confirmation will prevail for the purpose of the relevant Transaction.

(c)      Single Agreement. All Transactions are entered into in reliance on the
fact that this Master Agreement and all Confirmations form a single agreement
between the parties (collectively referred to as this "Agreement"), and the
parties would not otherwise enter into any Transactions.

2.       Obligations

(a)      General Conditions.

         (i) Each party will make each payment or delivery specified in each
         Confirmation to be made by it, subject to the other provisions of this
         Agreement.

         (ii) Payments under this Agreement will be made on the due date for
         value on that date in the place of the account specified in the
         relevant Confirmation or otherwise pursuant to this Agreement, in
         freely transferable funds and in the manner customary for payments in
         the required currency. Where settlement is by delivery (that is, other
         than by payment), such delivery will be made for receipt on the due
         date in the manner customary for the relevant obligation unless
         otherwise specified in the relevant Confirmation or elsewhere in this
         Agreement.

         (iii) Each obligation of each party under Section 2(a)(i) is subject
         to (1) the condition precedent that no Event of Default or Potential
         Event of Default with respect to the other party has occurred and is
         continuing, (2) the condition precedent that no Early Termination Date
         in respect of the




  Copyright 'c' 1992 by International Swaps and Derivatives Association, Inc.



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         relevant Transaction has occurred or been effectively designated and
         (3) each other applicable condition precedent specified in this
         Agreement.

(b)      Change of Account. Either party may change its account for receiving a
payment or delivery by giving notice to the other party at least five Local
Business Days prior to the scheduled date for the payment or delivery to which
such change applies unless such other party gives timely notice of a reasonable
objection to such change.

(c)      Netting. If on any date amounts would otherwise be payable:-

         (i) in the same currency; and

         (ii) in respect of the same Transaction,

by each party to the other, then, on such date, each party's obligation to make
payment of any such amount will be automatically satisfied and discharged and,
if the aggregate amount that would otherwise have been payable by one party
exceeds the aggregate amount that would otherwise have been payable by the other
party, replaced by an obligation upon the party by whom the larger aggregate
amount would have been payable to pay to the other party the excess of the
larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount
will be determined in respect of all amounts payable on the same date in the
same currency in respect of such Transactions, regardless of whether such
amounts are payable in respect of the same Transaction. The election may be made
in the Schedule or a Confirmation by specifying that subparagraph (ii) above
will not apply to the Transactions identified as being subject to the election,
together with the starting date (in which case subparagraph (ii) above will not,
or will cease to, apply to such Transactions from such date). This election may
be made separately for different groups of Transactions and will apply
separately to each pairing of Offices through which the parties make and receive
payments or deliveries.

(d)      Deduction or Withholding for Tax.

         (i) Gross-Up. All payments under this Agreement will be made without
         any deduction or withholding for or on account of any Tax unless such
         deduction or withholding is required by any applicable law, as modified
         by the practice of any relevant governmental revenue authority, then in
         effect. If a party is so required to deduct or withhold, then that
         party ("X") will:-

              (1) promptly notify the other party ("Y") of such requirement;

              (2) pay to the relevant authorities the full amount required to be
              deducted or withheld (including the full amount required to be
              deducted or withheld from any additional amount paid by X to Y
              under this Section 2(d)) promptly upon the earlier of determining
              that such deduction or withholding is required or receiving notice
              that such amount has been assessed against Y;

              (3) promptly forward to Y an official receipt (or a certified
              copy), or other documentation reasonably acceptable to Y,
              evidencing such payment to such authorities; and

              (4) if such Tax is an Indemnifiable Tax, pay to Y, in addition to
              the payment to which Y is otherwise entitled under this Agreement,
              such additional amount as is necessary to ensure that the net
              amount actually received by Y (free and clear of Indemnifiable
              Taxes, whether assessed against X or Y) will equal the full amount
              Y would have received had no such deduction or withholding been
              required. However, X will not be required to pay any additional
              amount to Y to the extent that it would not be required to be paid
              but for:-

                  (A) the failure by Y to comply with or perform any agreement
                  contained in Section 4(a)(i), 4(a)(iii) or 4(d); or

                  (B) the failure of a representation made by Y pursuant to
                  Section 3(f) to be accurate and true unless such failure would
                  not have occurred but for (I) any action taken by a taxing
                  authority, or brought in a court of competent jurisdiction, on
                  or after the date on which a Transaction is entered into
                  (regardless of whether such action is taken or brought with
                  respect to a party to this Agreement) or (II) a Change in Tax
                  Law.


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          (ii) Liability. If:-

              (1) X is required by any applicable law, as modified by the
              practice of any relevant governmental revenue authority, to make
              any deduction or withholding in respect of which X would not be
              required to pay an additional amount to Y under Section
              2(d)(i)(4);

              (2) X does not so deduct or withhold; and

              (3) a liability resulting from such Tax is assessed directly
              against X,

         then, except to the extent Y has satisfied or then satisfies the
         liability resulting from such Tax, Y will promptly pay to X the amount
         of such liability (including any related liability for interest, but
         including any related liability for penalties only if Y has failed to
         comply with or perform any agreement contained in Section 4(a)(i),
         4(a)(iii) or 4(d)).

(e)      Default Interest; Other Amounts. Prior to the occurrence or effective
designation of an Early Termination Date in respect of the relevant Transaction,
a party that defaults in the performance of any payment obligation will, to the
extent permitted by law and subject to Section 6(c), be required to pay interest
(before as well as after judgment) on the overdue amount to the other party on
demand in the same currency as such overdue amount, for the period from (and
including) the original due date for payment to (but excluding) the date of
actual payment, at the Default Rate. Such interest will be calculated on the
basis of daily compounding and the actual number of days elapsed. If, prior to
the occurrence or effective designation of an Early Termination Date in respect
of the relevant Transaction, a party defaults in the performance of any
obligation required to be settled by delivery, it will compensate the other
party on demand if and to the extent provided for in the relevant Confirmation
or elsewhere in this Agreement.

3.       Representations

Each party represents to the other party (which representations will be deemed
to be repeated by each party on each date on which a Transaction is entered into
and, in the case of the representations in Section 3(f), at all times until the
termination of this Agreement) that:-

(a)      Basic Representations.

         (i) Status. It is duly organised and validly existing under the laws of
         the jurisdiction of its organisation or incorporation and, if relevant
         under such laws, in good standing;

         (ii) Powers. It has the power to execute this Agreement and any other
         documentation relating to this Agreement to which it is a party, to
         deliver this Agreement and any other documentation relating to this
         Agreement that it is required by this Agreement to deliver and to
         perform its obligations under this Agreement and any obligations it has
         under any Credit Support Document to which it is a party and has taken
         all necessary action to authorise such execution, delivery and
         performance;

         (iii) No Violation or Conflict. Such execution, delivery and
         performance do not violate or conflict with any law applicable to it,
         any provision of its constitutional documents, any order or judgment of
         any court or other agency of government applicable to it or any of its
         assets or any contractual restriction binding on or affecting it or any
         of its assets;

         (iv) Consents. All governmental and other consents that are required to
         have been obtained by it with respect to this Agreement or any Credit
         Support Document to which it is a party have been obtained and are in
         full force and effect and all conditions of any such consents have been
         complied with; and

         (v) Obligations Binding. Its obligations under this Agreement and any
         Credit Support Document to which it is a party constitute its legal,
         valid and binding obligations, enforceable in accordance with their
         respective terms (subject to applicable bankruptcy, reorganisation,
         insolvency, moratorium or similar laws affecting creditors' rights
         generally and subject, as to enforceability, to equitable principles of
         general application (regardless of whether enforcement is sought in a
         proceeding in equity or at law)).



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(b)      Absence of Certain Events. No Event of Default or Potential Event of
Default or, to its knowledge, Termination Event with respect to it has occurred
and is continuing and no such event or circumstance would occur as a result of
its entering into or performing its obligations under this Agreement or any
Credit Support Document to which it is a party.

(c)      Absence of Litigation. There is not pending or, to its knowledge,
threatened against it or any of its Affiliates any action, suit or proceeding at
law or in equity or before any court, tribunal, governmental body, agency or
official or any arbitrator that is likely to affect the legality, validity or
enforceability against it of this Agreement or any Credit Support Document to
which it is a party or its ability to perform its obligations under this
Agreement or such Credit Support Document.

(d)      Accuracy of Specified Information. All applicable information that is
furnished in writing by or on behalf of it to the other party and is identified
for the purpose of this Section 3(d) in the Schedule is, as of the date of the
information, true, accurate and complete in every material respect.

(e)      Payer Tax Representation. Each representation specified in the Schedule
as being made by it for the purpose of this Section 3(e) is accurate and true.

(f)      Payee Tax Representations. Each representation specified in the
Schedule as being made by it for the purpose of this Section 3(f) is accurate
and true.

4.       Agreements

Each party agrees with the other that, so long as either party has or may have
any obligation under this Agreement or under any Credit Support Document to
which it is a party:-

(a)      Furnish Specified Information. It will deliver to the other party or,
in certain cases under subparagraph (iii) below, to such government or taxing
authority as the other party reasonably directs:-

         (i) any forms, documents or certificates relating to taxation specified
         in the Schedule or any Confirmation;

         (ii) any other documents specified in the Schedule or any Confirmation;
         and

         (iii) upon reasonable demand by such other party, any form or document
         that may be required or reasonably requested in writing in order to
         allow such other party or its Credit Support Provider to make a payment
         under this Agreement or any applicable Credit Support Document without
         any deduction or withholding for or on account of any Tax or with such
         deduction or withholding at a reduced rate (so long as the completion,
         execution or submission of such form or document would not materially
         prejudice the legal or commercial position of the party in receipt of
         such demand), with any such form or document to be accurate and
         completed in a manner reasonably satisfactory to such other party and
         to be executed and to be delivered with any reasonably required
         certification,

in each case by the date specified in the Schedule or such Confirmation or, if
none is specified, as soon as reasonably practicable.

(b)      Maintain Authorisations. It will use all reasonable efforts to maintain
in full force and effect all consents of any governmental or other authority
that are required to be obtained by it with respect to this Agreement or any
Credit Support Document to which it is a party and will use all reasonable
efforts to obtain any that may become necessary in the future.

(c)      Comply with Laws. It will comply in all material respects with all
applicable laws and orders to which it may be subject if failure so to comply
would materially impair its ability to perform its obligations under this
Agreement or any Credit Support Document to which it is a party.

(d)      Tax Agreement. It will give notice of any failure of a representation
made by it under Section 3(f) to be accurate and true promptly upon learning of
such failure.

(e)      Payment of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax
levied or imposed upon it or in respect of its execution or performance of this
Agreement by a jurisdiction in which it is incorporated,


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organised, managed and controlled, or considered to have its seat, or in which a
branch or office through which it is acting for the purpose of this Agreement is
located ("Stamp Tax Jurisdiction") and will indemnify the other party against
any Stamp Tax levied or imposed upon the other party or in respect of the other
party's execution or performance of this Agreement by any such Stamp Tax
Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the
other party.

5.       Events of Default and Termination Events

(a)      Events of Default. The occurrence at any time with respect to a party

or, if applicable, any Credit Support Provider of such party or any Specified
Entity of such party of any of the following events constitutes an event of
default (an "Event of Default") with respect to such party:-

         (i) Failure to Pay or Deliver. Failure by the party to make, when due,
         any payment under this Agreement or delivery under Section 2(a)(i) or
         2(e) required to be made by it if such failure is not remedied on or
         before the third Local Business Day after notice of such failure is
         given to the party;

         (ii) Breach of Agreement. Failure by the party to comply with or
         perform any agreement or obligation (other than an obligation to make
         any payment under this Agreement or delivery under Section 2(a)(i) or
         2(e) or to give notice of a Termination Event or any agreement or
         obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied
         with or performed by the party in accordance with this Agreement if
         such failure is not remedied on or before the thirtieth day after
         notice of such failure is given to the party;

         (iii) Credit Support Default.

              (1) Failure by the party or any Credit Support Provider of such
              party to comply with or perform any agreement or obligation to be
              complied with or performed by it in accordance with any Credit
              Support Document if such failure is continuing after any
              applicable grace period has elapsed;

              (2) the expiration or termination of such Credit Support Document
              or the failing or ceasing of such Credit Support Document to be in
              full force and effect for the purpose of this Agreement (in either
              case other than in accordance with its terms) prior to the
              satisfaction of all obligations of such party under each
              Transaction to which such Credit Support Document relates without
              the written consent of the other party; or

              (3) the party or such Credit Support Provider disaffirms,
              disclaims, repudiates or rejects, in whole or in part, or
              challenges the validity of, such Credit Support Document;

         (iv) Misrepresentation. A representation (other than a representation
         under Section 3(e) or (f)) made or repeated or deemed to have been made
         or repeated by the party or any Credit Support Provider of such party
         in this Agreement or any Credit Support Document proves to have been
         incorrect or misleading in any material respect when made or repeated
         or deemed to have been made or repeated;

         (v) Default under Specified Transaction. The party, any Credit Support
         Provider of such party or any applicable Specified Entity of such party
         (1) defaults under a Specified Transaction and, after giving effect to
         any applicable notice requirement or grace period, there occurs a
         liquidation of, an acceleration of obligations under, or an early
         termination of, that Specified Transaction, (2) defaults, after giving
         effect to any applicable notice requirement or grace period, in making
         any payment or delivery due on the last payment, delivery or exchange
         date of, or any payment on early termination of, a Specified
         Transaction (or such default continues for at least three Local
         Business Days if there is no applicable notice requirement or grace
         period) or (3) disaffirms, disclaims, repudiates or rejects, in whole
         or in part, a Specified Transaction (or such action is taken by any
         person or entity appointed or empowered to operate it or act on its
         behalf);

         (vi) Cross Default. If "Cross Default" is specified in the Schedule as
         applying to the party, the occurrence or existence of (1) a default,
         event of default or other similar condition or event (however



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         described) in respect of such party, any Credit Support Provider of
         such party or any applicable Specified Entity of such party under one
         or more agreements or instruments relating to Specified Indebtedness of
         any of them (individually or collectively) in an aggregate amount of
         not less than the applicable Threshold Amount (as specified in the
         Schedule) which has resulted in such Specified Indebtedness becoming,
         or becoming capable at such time of being declared, due and payable
         under such agreements or instruments, before it would otherwise have
         been due and payable or (2) a default by such party, such Credit
         Support Provider or such Specified Entity (individually or
         collectively) in making one or more payments on the due date thereof in
         an aggregate amount of not less than the applicable Threshold Amount
         under such agreements or instruments (after giving effect to any
         applicable notice requirement or grace period);

         (vii) Bankruptcy. The party, any Credit Support Provider of such party
         or any applicable Specified Entity of such party:-

              (1) is dissolved (other than pursuant to a consolidation,
              amalgamation or merger); (2) becomes insolvent or is unable to pay
              its debts or fails or admits in writing its inability generally to
              pay its debts as they become due; (3) makes a general assignment,
              arrangement or composition with or for the benefit of its
              creditors; (4) institutes or has instituted against it a
              proceeding seeking a judgment of insolvency or bankruptcy or any
              other relief under any bankruptcy or insolvency law or other
              similar law affecting creditors' rights, or a petition is
              presented for its winding-up or liquidation, and, in the case of
              any such proceeding or petition instituted or presented against
              it, such proceeding or petition (A) results in a judgment of
              insolvency or bankruptcy or the entry of an order for relief or
              the making of an order for its winding-up or liquidation or (B) is
              not dismissed, discharged, stayed or restrained in each case
              within 30 days of the institution or presentation thereof; (5) has
              a resolution passed for its winding-up, official management or
              liquidation (other than pursuant to a consolidation, amalgamation
              or merger); (6) seeks or becomes subject to the appointment of an
              administrator, provisional liquidator, conservator, receiver,
              trustee, custodian or other similar official for it or for all or
              substantially all its assets; (7) has a secured party take
              possession of all or substantially all its assets or has a
              distress, execution, attachment, sequestration or other legal
              process levied, enforced or sued on or against all or
              substantially all its assets and such secured party maintains
              possession, or any such process is not dismissed, discharged,
              stayed or restrained, in each case within 30 days thereafter; (8)
              causes or is subject to any event with respect to it which, under
              the applicable laws of any jurisdiction, has an analogous effect
              to any of the events specified in clauses (1) to (7) (inclusive);
              or (9) takes any action in furtherance of, or indicating its
              consent to, approval of, or acquiescence in, any of the foregoing
              acts; or

         (viii) Merger Without Assumption. The party or any Credit Support
         Provider of such party consolidates or amalgamates with, or merges with
         or into, or transfers all or substantially all its assets to, another
         entity and, at the time of such consolidation, amalgamation, merger or
         transfer:-

              (1) the resulting, surviving or transferee entity fails to assume
              all the obligations of such party or such Credit Support Provider
              under this Agreement or any Credit Support Document to which it or
              its predecessor was a party by operation of law or pursuant to an
              agreement reasonably satisfactory to the other party to this
              Agreement; or

              (2) the benefits of any Credit Support Document fail to extend
              (without the consent of the other party) to the performance by
              such resulting, surviving or transferee entity of its obligations
              under this Agreement.

(b)      Termination Events. The occurrence at any time with respect to a party
or, if applicable, any Credit Support Provider of such party or any Specified
Entity of such party of any event specified below constitutes an Illegality if
the event is specified in (i) below, a Tax Event if the event is specified in
(ii) below or a Tax Event Upon Merger if the event is specified in (iii) below,
and, if specified to be applicable, a Credit Event Upon Merger if the event is
specified pursuant to (iv) below or an Additional Termination Event if the event
is specified pursuant to (v) below:-


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         (i) Illegality. Due to the adoption of, or any change in, any
         applicable law after the date on which a Transaction is entered into,
         or due to the promulgation of, or any change in, the interpretation by
         any court, tribunal or regulatory authority with competent jurisdiction
         of any applicable law after such date, it becomes unlawful (other than
         as a result of a breach by the party of Section 4(b)) for such party
         (which will be the Affected Party):-

              (1) to perform any absolute or contingent obligation to make a
              payment or delivery or to receive a payment or delivery in respect
              of such Transaction or to comply with any other material provision
              of this Agreement relating to such Transaction; or

              (2) to perform, or for any Credit Support Provider of such party
              to perform, any contingent or other obligation which the party (or
              such Credit Support Provider) has under any Credit Support
              Document relating to such Transaction;

         (ii) Tax Event. Due to (x) any action taken by a taxing authority, or
         brought in a court of competent jurisdiction, on or after the date on
         which a Transaction is entered into (regardless of whether such action
         is taken or brought with respect to a party to this Agreement) or (y) a
         Change in Tax Law, the party (which will be the Affected Party) will,
         or there is a substantial likelihood that it will, on the next
         succeeding Scheduled Payment Date (1) be required to pay to the other
         party an additional amount in respect of an Indemnifiable Tax under
         Section 2(d)(i)(4) (except in respect of interest under Section 2(e),
         6(d)(ii) or 6(e)) or (2) receive a payment from which an amount is
         required to be deducted or withheld for or on account of a Tax (except
         in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) and no
         additional amount is required to be paid in respect of such Tax under
         Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A) or
         (B));

         (iii) Tax Event Upon Merger. The party (the "Burdened Party") on the
         next succeeding Scheduled Payment Date will either (1) be required to
         pay an additional amount in respect of an Indemnifiable Tax under
         Section 2(d)(i)(4) (except in respect of interest under Section 2(e),
         6(d)(ii) or 6(e)) or (2) receive a payment from which an amount has
         been deducted or withheld for or on account of any Indemnifiable Tax in
         respect of which the other party is not required to pay an additional
         amount (other than by reason of Section 2(d)(i)(4)(A) or (B)), in
         either case as a result of a party consolidating or amalgamating with,
         or merging with or into, or transferring all or substantially all its
         assets to, another entity (which will be the Affected Party) where such
         action does not constitute an event described in Section 5(a)(viii);

         (iv) Credit Event Upon Merger. If "Credit Event Upon Merger" is
         specified in the Schedule as applying to the party, such party ("X"),
         any Credit Support Provider of X or any applicable Specified Entity of
         X consolidates or amalgamates with, or merges with or into, or
         transfers all or substantially all its assets to, another entity and
         such action does not constitute an event described in Section
         5(a)(viii) but the creditworthiness of the resulting, surviving or
         transferee entity is materially weaker than that of X, such Credit
         Support Provider or such Specified Entity, as the case may be,
         immediately prior to such action (and, in such event, X or its
         successor or transferee, as appropriate, will be the Affected Party);
         or

         (v) Additional Termination Event. If any "Additional Termination Event"
         is specified in the Schedule or any Confirmation as applying, the
         occurrence of such event (and, in such event, the Affected Party or
         Affected Parties shall be as specified for such Additional Termination
         Event in the Schedule or such Confirmation).

(c)      Event of Default and Illegality. If an event or circumstance which
would otherwise constitute or give rise to an Event of Default also constitutes
an Illegality, it will be treated as an Illegality and will not constitute an
Event of Default.

6.       Early Termination

(a)      Right to Terminate Following Event of Default. If at any time an Event
of Default with respect to a party (the "Defaulting Party") has occurred and is
then continuing, the other party (the "Non-defaulting Party") may, by not more
than 20 days notice to the Defaulting Party specifying the relevant Event of
Default, designate a day not earlier than the day such notice is effective as an
Early Termination Date in respect of all outstanding Transactions. If, however,
"Automatic Early Termination" is specified in the Schedule as applying to a
party, then an Early Termination Date in respect of all outstanding Transactions
will occur




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immediately upon the occurrence with respect to such party of an Event of
Default specified in Section 5(a)(vii)(1), (3), (5), (6) or, to the extent
analogous thereto, (8), and as of the time immediately preceding the institution
of the relevant proceeding or the presentation of the relevant petition upon the
occurrence with respect to such party of an Event of Default specified in
Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).

(b)      Right to Terminate Following Termination Event.

         (i) Notice. If a Termination Event occurs, an Affected Party will,
         promptly upon becoming aware of it, notify the other party, specifying
         the nature of that Termination Event and each Affected Transaction and
         will also give such other information about that Termination Event as
         the other party may reasonably require.

         (ii) Transfer to Avoid Termination Event. If either an Illegality under
         Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected
         Party, or if a Tax Event Upon Merger occurs and the Burdened Party is
         the Affected Party, the Affected Party will, as a condition to its
         right to designate an Early Termination Date under Section 6(b)(iv),
         use all reasonable efforts (which will not require such party to incur
         a loss, excluding immaterial, incidental expenses) to transfer within
         20 days after it gives notice under Section 6(b)(i) all its rights and
         obligations under this Agreement in respect of the Affected
         Transactions to another of its Offices or Affiliates so that such
         Termination Event ceases to exist.

         If the Affected Party is not able to make such a transfer it will give
         notice to the other party to that effect within such 20 day period,
         whereupon the other party may effect such a transfer within 30 days
         after the notice is given under Section 6(b)(i).

         Any such transfer by a party under this Section 6(b)(ii) will be
         subject to and conditional upon the prior written consent of the other
         party, which consent will not be withheld if such other party's
         policies in effect at such time would permit it to enter into
         transactions with the transferee on the terms proposed.

         (iii) Two Affected Parties. If an Illegality under Section 5(b)(i)(1)
         or a Tax Event occurs and there are two Affected Parties, each party
         will use all reasonable efforts to reach agreement within 30 days after
         notice thereof is given under Section 6(b)(i) on action to avoid that
         Termination Event.

         (iv) Right to Terminate. If:-

              (1) a transfer under Section 6(b)(ii) or an agreement under
              Section 6(b)(iii), as the case may be, has not been effected with
              respect to all Affected Transactions within 30 days after an
              Affected Party gives notice under Section 6(b)(i); or

              (2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon
              Merger or an Additional Termination Event occurs, or a Tax Event
              Upon Merger occurs and the Burdened Party is not the Affected
              Party,

         either party in the case of an Illegality, the Burdened Party in the
         case of a Tax Event Upon Merger, any Affected Party in the case of a
         Tax Event or an Additional Termination Event if there is more than one
         Affected Party, or the party which is not the Affected Party in the
         case of a Credit Event Upon Merger or an Additional Termination Event
         if there is only one Affected Party may, by not more than 20 days
         notice to the other party and provided that the relevant Termination
         Event is then continuing, designate a day not earlier than the day such
         notice is effective as an Early Termination Date in respect of all
         Affected Transactions.

(c)      Effect of Designation.

         (i) If notice designating an Early Termination Date is given under
         Section 6(a) or (b), the Early Termination Date will occur on the date
         so designated, whether or not the relevant Event of Default or
         Termination Event is then continuing.

         (ii) Upon the occurrence or effective designation of an Early
         Termination Date, no further payments or deliveries under Section
         2(a)(i) or 2(e) in respect of the Terminated Transactions will


                                       8



<PAGE>



         be required to be made, but without prejudice to the other provisions
         of this Agreement. The amount, if any, payable in respect of an Early
         Termination Date shall be determined pursuant to Section 6(e).

(d)      Calculations.

         (i) Statement. On or as soon as reasonably practicable following the
         occurrence of an Early Termination Date, each party will make the
         calculations on its part, if any, contemplated by Section 6(e) and will
         provide to the other party a statement (1) showing, in reasonable
         detail, such calculations (including all relevant quotations and
         specifying any amount payable under Section 6(e)) and (2) giving
         details of the relevant account to which any amount payable to it is to
         be paid. In the absence of written confirmation from the source of a
         quotation obtained in determining a Market Quotation, the records of
         the party obtaining such quotation will be conclusive evidence of the
         existence and accuracy of such quotation.

         (ii) Payment Date. An amount calculated as being due in respect of any
         Early Termination Date under Section 6(e) will be payable on the day
         that notice of the amount payable is effective (in the case of an Early
         Termination Date which is designated or occurs as a result of an Event
         of Default) and on the day which is two Local Business Days after the
         day on which notice of the amount payable is effective (in the case of
         an Early Termination Date which is designated as a result of a
         Termination Event). Such amount will be paid together with (to the
         extent permitted under applicable law) interest thereon (before as well
         as after judgment) in the Termination Currency, from (and including)
         the relevant Early Termination Date to (but excluding) the date such
         amount is paid, at the Applicable Rate. Such interest will be
         calculated on the basis of daily compounding and the actual number of
         days elapsed.

(e)      Payments on Early Termination. If an Early Termination Date occurs, the
following provisions shall apply based on the parties' election in the Schedule
of a payment measure, either "Market Quotation" or "Loss", and a payment method,
either the "First Method"- or the "Second Method". If the parties fail to
designate a payment measure or payment method in the Schedule, it will be deemed
that "Market Quotation" or the "Second Method", as the case may be, shall apply.
The amount, if any, payable in respect of an Early Termination Date and
determined pursuant to this Section will be subject to any Set-off.

         (i) Events of Default. If the Early Termination Date results from an
         Event of Default:-

              (1) First Method and Market Quotation. If the First Method and
              Market Quotation apply, the Defaulting Party will pay to the
              Non-defaulting Party the excess, if a positive number, of (A) the
              sum of the Settlement Amount (determined by the Non-defaulting
              Party) in respect of the Terminated Transactions and the
              Termination Currency Equivalent of the Unpaid Amounts owing to the
              Non-defaulting Party over (B) the Termination Currency Equivalent
              of the Unpaid Amounts owing to the Defaulting Party.

              (2) First Method and Loss. If the First Method and Loss apply, the
              Defaulting Party will pay to the Non-defaulting Party, if a
              positive number, the Non-defaulting Party's Loss in respect of
              this Agreement.

              (3) Second Method and Market Quotation. If the Second Method and
              Market Quotation apply, an amount will be payable equal to (A) the
              sum of the Settlement Amount (determined by the Non-defaulting
              Party) in respect of the Terminated Transactions and the
              Termination Currency Equivalent of the Unpaid Amounts
              owing to the Non-defaulting Party less (B) the Termination
              Currency Equivalent of the Unpaid Amounts owing to the Defaulting
              Party. If that amount is a positive number, the Defaulting Party
              will pay it to the Non-defaulting Party; if it is a negative
              number, the Non-defaulting Party will pay the absolute value of
              that amount to the Defaulting Party.

              (4) Second Method and Loss. If the Second Method and Loss apply,
              an amount will be payable equal to the Non-defaulting Party's Loss
              in respect of this Agreement. If that amount is a positive number,
              the Defaulting Party will pay it to the Non-defaulting Party; if
              it is a negative number, the Non-defaulting Party will pay the
              absolute value of that amount to the Defaulting Party.



                                       9




<PAGE>



         (ii) Termination Events. If the Early Termination Date results from a
         Termination Event:-

              (1) One Affected Party. If there is one Affected Party, the amount
              payable will be determined in accordance with Section 6(e)(i)(3),
              if Market Quotation applies, or Section 6(e)(i)(4), if Loss
              applies, except that, in either case, references to the Defaulting
              Party and to the Non-defaulting Party will be deemed to be
              references to the Affected Party and the party which is not the
              Affected Party, respectively, and, if Loss applies and fewer than
              all the Transactions are being terminated, Loss shall be
              calculated in respect of all Terminated Transactions.

              (2) Two Affected Parties. If there are two Affected Parties:-

                   (A) if Market Quotation applies, each party will determine a
                   Settlement Amount in respect of the Terminated Transactions,
                   and an amount will be payable equal to (I) the sum of (a)
                   one-half of the difference between the Settlement Amount of
                   the party with the higher Settlement Amount ("X") and the
                   Settlement Amount of the party with the lower Settlement
                   Amount ("Y") and (b) the Termination Currency Equivalent of
                   the Unpaid Amounts owing to X less (II) the Termination
                   Currency Equivalent of the Unpaid Amounts owing to Y; and

                   (B) if Loss applies, each party will determine its Loss in
                   respect of this Agreement (or, if fewer than all the
                   Transactions are being terminated, in respect of all
                   Terminated Transactions) and an amount will be payable equal
                   to one-half of the difference between the Loss of the party
                   with the higher Loss ("X") and the Loss of the party with the
                   lower Loss ("Y").

              If the amount payable is a positive number, Y will pay it to X; if
              it is a negative number, X will pay the absolute value of that
              amount to Y.

         (iii) Adjustment for Bankruptcy. In circumstances where an Early
         Termination Date occurs because "Automatic Early Termination" applies
         in respect of a party, the amount determined under this Section 6(e)
         will be subject to such adjustments as are appropriate and permitted by
         law to reflect any payments or deliveries made by one party to the
         other under this Agreement (and retained by such other party) during
         the period from the relevant Early Termination Date to the date for
         payment determined under Section 6(d)(ii).

         (iv) Pre-Estimate. The parties agree that if Market Quotation applies
         an amount recoverable under this Section 6(e) is a reasonable
         pre-estimate of loss and not a penalty. Such amount is payable for the
         loss of bargain and the loss of protection against future risks and
         except as otherwise provided in this Agreement neither party will be
         entitled to recover any additional damages as a consequence of such
         losses.

7.       Transfer

Subject to Section 6(b)(ii), neither this Agreement nor any interest or
obligation in or under this Agreement may be transferred (whether by way of
security or otherwise) by either party without the prior written consent of the
other party, except that:-

(a)      a party may make such a transfer of this Agreement pursuant to a
consolidation or amalgamation with, or merger with or into, or transfer of all
or substantially all its assets to, another entity (but without prejudice to any
other right or remedy under this Agreement); and

(b)      a party may make such a transfer of all or any part of its interest in
any amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be void.

8.       Contractual Currency

(a)      Payment in the Contractual Currency. Each payment under this Agreement
will be made in the relevant currency specified in this Agreement for that
payment (the "Contractual Currency"). To the extent permitted by applicable law,
any obligation to make payments under this Agreement in the Contractual Currency
will not be discharged or satisfied by any tender in any currency other than the
Contractual



                                       10



<PAGE>



Currency, except to the extent such tender results in the actual receipt by the
party to which payment is owed, acting in a reasonable manner and in good faith
in converting the currency so tendered into the Contractual Currency, of the
full amount in the Contractual Currency of all amounts payable in respect of
this Agreement. If for any reason the amount in the Contractual Currency so
received falls short of the amount in the Contractual Currency payable in
respect of this Agreement, the party required to make the payment will, to the
extent permitted by applicable law, immediately pay such additional amount in
the Contractual Currency as may be necessary to compensate for the shortfall. If
for any reason the amount in the Contractual Currency so received exceeds the
amount in the Contractual Currency payable in respect of this Agreement, the
party receiving the payment will refund promptly the amount of such excess.

(b)      Judgments. To the extent permitted by applicable law, if any judgment
or order expressed in a currency other than the Contractual Currency is rendered
(i) for the payment of any amount owing in respect of this Agreement, (ii) for
the payment of any amount relating to any early termination in respect of this
Agreement or (iii) in respect of a judgment or order of another court for the
payment of any amount described in (i) or (ii) above, the party seeking
recovery, after recovery in full of the aggregate amount to which such party is
entitled pursuant to the judgment or order, will be entitled to receive
immediately from the other party the amount of any shortfall of the Contractual
Currency received by such party as a consequence of sums paid in such other
currency and will refund promptly to the other party any excess of the
Contractual Currency received by such party as a consequence of sums paid in
such other currency if such shortfall or such excess arises or results from any
variation between the rate of exchange at which the Contractual Currency is
converted into the currency of the judgment or order for the purposes of such
judgment or order and the rate of exchange at which such party is able, acting
in a reasonable manner and in good faith in converting the currency received
into the Contractual Currency, to purchase the Contractual Currency with the
amount of the currency of the judgment or order actually received by such party.
The term "rate of exchange" includes, without limitation, any premiums and costs
of exchange payable in connection with the purchase of or conversion into the
Contractual Currency.

(c)      Separate Indemnities. To the extent permitted by applicable law, these
indemnities constitute separate and independent obligations from the other
obligations in this Agreement, will be enforceable as separate and independent
causes of action, will apply notwithstanding any indulgence granted by the party
to which any payment is owed and will not be affected by judgment being obtained
or claim or proof being made for any other sums payable in respect of this
Agreement.

(d)      Evidence of Loss. For the purpose of this Section 8, it will be
sufficient for a party to demonstrate that it would have suffered a loss had an
actual exchange or purchase been made.

9.       Miscellaneous

(a)      Entire Agreement. This Agreement constitutes the entire agreement and
understanding of the parties with respect to its subject matter and supersedes
all oral communication and prior writings with respect thereto.

(b)      Amendments. No amendment, modification or waiver in respect of this
Agreement will be effective unless in writing (including a writing evidenced by
a facsimile transmission) and executed by each of the parties or confirmed by an
exchange of telexes or electronic messages on an electronic messaging system.

(c)      Survival of Obligations. Without prejudice to Sections 2(a)(iii) and
6(c)(ii), the obligations of the parties under this Agreement will survive the
termination of any Transaction.

(d)      Remedies Cumulative. Except as provided in this Agreement, the rights,
powers, remedies and privileges provided in this Agreement are cumulative and
not exclusive of any rights, powers, remedies and privileges provided by law.

(e)      Counterparts and Confirmations.

         (i) This Agreement (and each amendment, modification and waiver in
         respect of it) may be executed and delivered in counterparts (including
         by facsimile transmission), each of which will be deemed an original.

         (ii) The parties intend that they are legally bound by the terms of
         each Transaction from the moment they agree to those terms (whether
         orally or otherwise). A Confirmation shall be entered into as



                                       11



<PAGE>




         soon as practicable and may be executed and delivered in counterparts
         (including by facsimile transmission) or be created by an exchange of
         telexes or by an exchange of electronic messages on an electronic
         messaging system, which in each case will be sufficient for all
         purposes to evidence a binding supplement to this Agreement. The
         parties will specify therein or through another effective means that
         any such counterpart, telex or electronic message constitutes a
         Confirmation.

(f)      No Waiver of Rights. A failure or delay in exercising any right, power
or privilege in respect of this Agreement will not be presumed to operate as a
waiver, and a single or partial exercise of any right, power or privilege will
not be presumed to preclude any subsequent or further exercise, of that right,
power or privilege or the exercise of any other right, power or privilege.

(g)      Headings. The headings used in this Agreement are for convenience of
reference only and are not to affect the construction of or to be taken into
consideration in interpreting this Agreement.

10.      Offices; Multibranch Parties

(a)      If Section 10(a) is specified in the Schedule as applying, each party
that enters into a Transaction through an Office other than its head or home
office represents to the other party that, notwithstanding the place of booking
office or jurisdiction of incorporation or organisation of such party, the
obligations of such party are the same as if it had entered into the Transaction
through its head or home office. This representation will be deemed to be
repeated by such party on each date on which a Transaction is entered into.

(b)      Neither party may change the Office through which it makes and receives
payments or deliveries for the purpose of a Transaction without the prior
written consent of the other party.

(c)      If a party is specified as a Multibranch Party in the Schedule, such
Multibranch Party may make and receive payments or deliveries under any
Transaction through any Office listed in the Schedule, and the Office through
which it makes and receives payments or deliveries with respect to a Transaction
will be specified in the relevant Confirmation.

11.      Expenses

A Defaulting Party will, on demand, indemnify and hold harmless the other party
for and against all reasonable out-of-pocket expenses, including legal fees and
Stamp Tax, incurred by such other party by reason of the enforcement and
protection of its rights under this Agreement or any Credit Support Document to
which the Defaulting Party is a party or by reason of the early termination of
any Transaction, including, but not limited to, costs of collection.

12.      Notices

(a)      Effectiveness. Any notice or other communication in respect of this
Agreement may be given in any manner set forth below (except that a notice or
other communication under Section 5 or 6 may not be given by facsimile
transmission or electronic messaging system) to the address or number or in
accordance with the electronic messaging system details provided (see the
Schedule) and will be deemed effective as indicated:-

         (i) if in writing and delivered in person or by courier, on the date it
         is delivered;

         (ii) if sent by telex, on the date the recipient's answerback is
         received;

         (iii) if sent by facsimile transmission, on the date that transmission
         is received by a responsible employee of the recipient in legible form
         (it being agreed that the burden of proving receipt will be on the
         sender and will not be met by a transmission report generated by the
         sender's facsimile machine);

         (iv) if sent by certified or registered mail (airmail, if overseas) or
         the equivalent (return receipt requested), on the date that mail is
         delivered or its delivery is attempted; or

         (v) if sent by electronic messaging system, on the date that electronic
         message is received,

unless the date of that delivery (or attempted delivery) or that receipt, as
applicable, is not a Local Business Day or that communication is delivered (or
attempted) or received, as applicable, after the close of business



                                       12



<PAGE>



on a Local Business Day, in which case that communication shall be deemed given
and effective on the first following day that is a Local Business Day.

(b)      Change of Addresses. Either party may by notice to the other change
the address, telex or facsimile number or electronic messaging system details at
which notices or other communications are to be given to it.

13.      Governing Law and Jurisdiction

(a)      Governing Law. This Agreement will be governed by and construed in
accordance with the law specified in the Schedule.

(b)      Jurisdiction. With respect to any suit, action or proceedings relating
to this Agreement ("Proceedings'), each party irrevocably:-

         (i) submits to the jurisdiction of the English courts, if this
         Agreement is expressed to be governed by English law, or to the
         non-exclusive jurisdiction of the courts of the State of New York and
         the United States District Court located in the Borough of Manhattan in
         New York City, if this Agreement is expressed to be governed by the
         laws of the State of New York; and

         (ii) waives any objection which it may have at any time to the laying
         of venue of any Proceedings brought in any such court, waives any claim
         that such Proceedings have been brought in an inconvenient forum and
         further waives the right to object, with respect to such Proceedings,
         that such court does not have any jurisdiction over such party.

Nothing in this Agreement precludes either party from bringing Proceedings in
any other jurisdiction (outside, if this Agreement is expressed to be governed
by English law, the Contracting States, as defined in Section 1(3) of the Civil
Jurisdiction and Judgments Act 1982 or any modification, extension or
re-enactment thereof for the time being in force) nor will the bringing of
Proceedings in any one or more jurisdictions preclude the bringing of
Proceedings in any other jurisdiction.

(c)      Service of Process. Each party irrevocably appoints the Process Agent
(if any) specified opposite its name in the Schedule to receive, for it and on
its behalf, service of process in any Proceedings. If for any reason any party's
Process Agent is unable to act as such, such party will promptly notify the
other party and within 30 days appoint a substitute process agent acceptable to
the other party. The parties irrevocably consent to service of process given in
the manner provided for notices in Section 12. Nothing in this Agreement will
affect the right of either party to serve process in any other manner permitted
by law.

(d)      Waiver of Immunities. Each party irrevocably waives, to the fullest
extent permitted by applicable law, with respect to itself and its revenues and
assets (irrespective of their use or intended use), all immunity on the grounds
of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any
court, (iii) relief by way of injunction, order for specific performance or for
recovery of property, (iv) attachment of its assets (whether before or after
judgment) and (v) execution or enforcement of any judgment to which it or its
revenues or assets might otherwise be entitled in any Proceedings in the courts
of any jurisdiction and irrevocably agrees, to the extent permitted by
applicable law, that it will not claim any such immunity in any Proceedings.

14.      Definitions

As used in this Agreement:-

"Additional Termination Event" has the meaning specified in Section 5(b).

"Affected Party" has the meaning specified in Section 5(b).

"Affected Transactions" means (a) with respect to any Termination Event
consisting of an Illegality, Tax Event or Tax Event Upon Merger, all
Transactions affected by the occurrence of such Termination Event and (b) with
respect to any other Termination Event, all Transactions.

"Affiliate" means, subject to the Schedule, in relation to any person, any
entity controlled, directly or indirectly, by the person, any entity that
controls, directly or indirectly, the person or any entity directly or



                                       13



<PAGE>



indirectly under common control with the person. For this purpose, "control" of
any entity or person means ownership of a majority of the voting power of the
entity or person.

"Applicable Rate" means:-

(a)      in respect of obligations payable or deliverable (or which would have
been but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

(b)      in respect of an obligation to pay an amount under Section 6(e) of
either party from and after the date (determined in accordance with Section
6(d)(ii)) on which that amount is payable, the Default Rate;

(c)      in respect of all other obligations payable or deliverable (or which
would have been but for Section 2(a)(iii)) by a Non-defaulting Party, the
Non-default Rate; and

(d)      in all other cases, the Termination Rate.

"Burdened Party" has the meaning specified in Section 5(b).

"Change in Tax Law" means the enactment, promulgation, execution or ratification
of, or any change in or amendment to, any law (or in the application or official
interpretation of any law) that occurs on or after the date on which the
relevant Transaction is entered into.

"consent" includes a consent, approval, action, authorisation, exemption,
notice, filing, registration or exchange control consent.

"Credit Event Upon Merger" has the meaning specified in Section 5(b).

"Credit Support Document" means any agreement or instrument that is specified as
such in this Agreement.

"Credit Support Provider" has the meaning specified in the Schedule.

"Default Rate" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the relevant payee (as certified by it) if it
were to fund or of funding the relevant amount plus 1% per annum.

"Defaulting Party" has the meaning specified in Section 6(a).

"Early Termination Date" means the date determined in accordance with Section
6(a) or 6(b)(iv).

"Event of Default" has the meaning specified in Section 5(a) and, if applicable,
in the Schedule.

"Illegality" has the meaning specified in Section 5(b).

"Indemnifiable Tax" means any Tax other than a Tax that would not be imposed in
respect of a payment under this Agreement but for a present or former connection
between the jurisdiction of the government or taxation authority imposing such
Tax and the recipient of such payment or a person related to such recipient
(including, without limitation, a connection arising from such recipient or
related person being or having been a citizen or resident of such jurisdiction,
or being or having been organised, present or engaged in a trade or business in
such jurisdiction, or having or having had a permanent establishment or fixed
place of business in such jurisdiction, but excluding a connection arising
solely from such recipient or related person having executed, delivered,
performed its obligations or received a payment under, or enforced, this
Agreement or a Credit Support Document).

"law" includes any treaty, law, rule or regulation (as modified, in the case of
tax matters, by the practice of any relevant governmental revenue authority) and
"lawful" and "unlawful" will be construed accordingly.

"Local Business Day" means, subject to the Schedule, a day on which commercial
banks are open for business (including dealings in foreign exchange and foreign
currency deposits) (a) in relation to any obligation under Section 2(a)(i), in
the place(s) specified in the relevant Confirmation or, if not so specified, as
otherwise agreed by the parties in writing or determined pursuant to provisions
contained, or incorporated by reference, in this Agreement, (b) in relation to
any other payment, in the place where the relevant account is located and, if
different, in the principal financial centre, if any, of the currency of such
payment, (c) in relation to any notice or other communication, including notice
contemplated under Section 5(a)(i), in the city specified in the address for
notice provided by the recipient and, in the case of a notice contemplated



                                       14



<PAGE>



by Section 2(b), in the place where the relevant new account is to be located
and (d) in relation to Section 5(a)(v)(2), in the relevant locations for
performance with respect to such Specified Transaction.

"Loss" means, with respect to this Agreement or one or more Terminated
Transactions, as the case may be, and a party, the Termination Currency
Equivalent of an amount that party reasonably determines in good faith to be its
total losses and costs (or gain, in which case expressed as a negative number)
in connection with this Agreement or that Terminated Transaction or group of
Terminated Transactions, as the case may be, including any loss of bargain, cost
of funding or, at the election of such party but without duplication, loss or
cost incurred as a result of its terminating, liquidating, obtaining or
reestablishing any hedge or related trading position (or any gain resulting from
any of them). Loss includes losses and costs (or gains) in respect of any
payment or delivery required to have been made (assuming satisfaction of each
applicable condition precedent) on or before the relevant Early Termination Date
and not made, except, so as to avoid duplication, if Section 6(e)(i)(1) or (3)
or 6(e)(ii)(2)(A) applies. Loss does not include a party's legal fees and
out-of-pocket expenses referred to under Section 11. A party will determine its
Loss as of the relevant Early Termination Date, or, if that is not reasonably
practicable, as of the earliest date thereafter as is reasonably practicable. A
party may (but need not) determine its Loss by reference to quotations of
relevant rates or prices from one or more leading dealers in the relevant
markets.

"Market Quotation" means, with respect to one or more Terminated Transactions
and a party making the determination, an amount determined on the basis of
quotations from Reference Market-makers. Each quotation will be for an amount,
if any, that would be paid to such party (expressed as a negative number) or by
such party (expressed as a positive number) in consideration of an agreement
between such party (taking into account any existing Credit Support Document
with respect to the obligations of such party) and the quoting Reference
Market-maker to enter into a transaction (the "Replacement Transaction") that
would have the effect of preserving for such party the economic equivalent of
any payment or delivery (whether the underlying obligation was absolute or
contingent and assuming the satisfaction of each applicable condition precedent)
by the parties under Section 2(a)(i) in respect of such Terminated Transaction
or group of Terminated Transactions that would, but for the occurrence of the
relevant Early Termination Date, have been required after that date. For this
purpose, Unpaid Amounts in respect of the Terminated Transaction or group of
Terminated Transactions are to be excluded but, without limitation, any payment
or delivery that would, but for the relevant Early Termination Date, have been
required (assuming satisfaction of each applicable condition precedent) after
that Early Termination Date is to be included. The Replacement Transaction would
be subject to such documentation as such party and the Reference Market-maker
may, in good faith, agree. The party making the determination (or its agent)
will request each Reference Market-maker to provide its quotation to the extent
reasonably practicable as of the same day and time (without regard to different
time zones) on or as soon as reasonably practicable after the relevant Early
Termination Date. The day and time as of which those quotations are to be
obtained will be selected in good faith by the party obliged to make a
determination under Section 6(e), and, if each party is so obliged, after
consultation with the other. If more than three quotations are provided, the
Market Quotation will be the arithmetic mean of the quotations, without regard
to the quotations having the highest and lowest values. If exactly three such
quotations are provided, the Market Quotation will be the quotation remaining
after disregarding the highest and lowest quotations. For this purpose, if more
than one quotation has the same highest value or lowest value, then one of such
quotations shall be disregarded. If fewer than three quotations are provided, it
will be deemed that the Market Quotation in respect of such Terminated
Transaction or group of Terminated Transactions cannot be determined.

"Non-default Rate" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the Non-defaulting Party (as certified by it) if
it were to fund the relevant amount.

"Non-defaulting Party" has the meaning specified in Section 6(a).

"Office" means a branch or office of a party, which may be such party's head or
home office.

"Potential Event of Default" means any event which, with the giving of notice or
the lapse of time or both, would constitute an Event of Default.

"Reference Market-makers" means four leading dealers in the relevant market
selected by the party determining a Market Quotation in good faith (a) from
among dealers of the highest credit standing which satisfy all the criteria that
such party applies generally at the time in deciding whether to offer or to make



                                       15



<PAGE>



an extension of credit and (b) to the extent practicable, from among such
dealers having an office in the same city.

"Relevant Jurisdiction" means, with respect to a party, the jurisdictions (a) in
which the party is incorporated, organised, managed and controlled or considered
to have its seat, (b) where an Office through which the party is acting for
purposes of this Agreement is located, (c) in which the party executes this
Agreement and (d) in relation to any payment, from or through which such payment
is made.

"Scheduled Payment Date" means a date on which a payment or delivery is to be
made under Section 2(a)(i) with respect to a Transaction.

"Set-off" means set-off, offset, combination of accounts, right of retention or
withholding or similar right or requirement to which the payer of an amount
under Section 6 is entitled or subject (whether arising under this Agreement,
another contract, applicable law or otherwise) that is exercised by, or imposed
on, such payer.

"Settlement Amount" means, with respect to a party and any Early Termination
Date, the sum of:-

(a)      the Termination Currency Equivalent of the Market Quotations (whether
positive or negative) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation is determined; and

(b)      such party's Loss (whether positive or negative and without reference
to any Unpaid Amounts) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation cannot be determined or would not (in
the reasonable belief of the party making the determination) produce a
commercially reasonable result.

"Specified Entity" has the meaning specified in the Schedule.

"Specified Indebtedness" means, subject to the Schedule, any obligation (whether
present or future, contingent or otherwise, as principal or surety or otherwise)
in respect of borrowed money.

"Specified Transaction" means, subject to the Schedule, (a) any transaction
(including an agreement with respect thereto) now existing or hereafter entered
into between one party to this Agreement (or any Credit Support Provider of such
party or any applicable Specified Entity of such party) and the other party to
this Agreement (or any Credit Support Provider of such other party or any
applicable Specified Entity of such other party) which is a rate swap
transaction, basis swap, forward rate transaction, commodity swap, commodity
option, equity or equity index swap, equity or equity index option, bond option,
interest rate option, foreign exchange transaction, cap transaction, floor
transaction, collar transaction, currency swap transaction, cross-currency rate
swap transaction, currency option or any other similar transaction (including
any option with respect to any of these transactions), (b) any combination of
these transactions and (c) any other transaction identified as a Specified
Transaction in this Agreement or the relevant confirmation.

"Stamp Tax" means any stamp, registration, documentation or similar tax.

"Tax" means any present or future tax, levy, impost, duty, charge, assessment or
fee of any nature (including interest, penalties and additions thereto) that is
imposed by any government or other taxing authority in respect of any payment
under this Agreement other than a stamp, registration, documentation or similar
tax.

"Tax Event" has the meaning specified in Section 5(b).

"Tax Event Upon Merger" has the meaning specified in Section 5(b).

"Terminated Transactions" means with respect to any Early Termination Date (a)
if resulting from a Termination Event, all Affected Transactions and (b) if
resulting from an Event of Default, all Transactions (in either case) in effect
immediately before the effectiveness of the notice designating that Early
Termination Date (or, if "Automatic Early Termination" applies, immediately
before that Early Termination Date).

"Termination Currency" has the meaning specified in the Schedule.

"Termination Currency Equivalent" means, in respect of any amount denominated in
the Termination Currency, such Termination Currency amount and, in respect of
any amount denominated in a currency other than the Termination Currency (the
"Other Currency"), the amount in the Termination Currency determined




                                       16



<PAGE>



by the party making the relevant determination as being required to purchase
such amount of such Other Currency as at the relevant Early Termination Date,
or, if the relevant Market Quotation or Loss (as the case may be), is determined
as of a later date, that later date, with the Termination Currency at the rate
equal to the spot exchange rate of the foreign exchange agent (selected as
provided below) for the purchase of such Other Currency with the Termination
Currency at or about 11:00 a.m. (in the city in which such foreign exchange
agent is located) on such date as would be customary for the determination of
such a rate for the purchase of such Other Currency for value on the relevant
Early Termination Date or that later date. The foreign exchange agent will, if
only one party is obliged to make a determination under Section 6(e), be
selected in good faith by that party and otherwise will be agreed by the
parties.

"Termination Event" means an Illegality, a Tax Event or a Tax Event Upon Merger
or, if specified to be applicable, a Credit Event Upon Merger or an Additional
Termination Event.

"Termination Rate" means a rate per annum equal to the arithmetic mean of the
cost (without proof or evidence of any actual cost) to each party (as certified
by such party) if it were to fund or of funding such amounts.

"Unpaid Amounts" owing to any party means, with respect to an Early Termination
Date, the aggregate of (a) in respect of all Terminated Transactions, the
amounts that became payable (or that would have become payable but for Section
2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early
Termination Date and which remain unpaid as at such Early Termination Date and
(b) in respect of each Terminated Transaction, for each obligation under Section
2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be
settled by delivery to such party on or prior to such Early Termination Date and
which has not been so settled as at such Early Termination Date, an amount equal
to the fair market value of that which was (or would have been) required to be
delivered as of the originally scheduled date for delivery, in each case
together with (to the extent permitted under applicable law) interest, in the
currency of such amounts, from (and including) the date such amounts or
obligations were or would have been required to have been paid or performed to
(but excluding) such Early Termination Date, at the Applicable Rate. Such
amounts of interest will be calculated on the basis of daily compounding and the
actual number of days elapsed. The fair market value of any obligation referred
to in clause (b) above shall be reasonably determined by the party obliged to
make the determination under Section 6(e) or, if each party is so obliged, it
shall be the average of the Termination Currency Equivalents of the fair market
values reasonably determined by both parties.

IN WITNESS WHEREOF the parties have executed this document on the respective
dates specified below with effect from the date specified on the first page of
this document.

<TABLE>

<S>                               <C>
WACHOVIA BANK,                    CIT EQUIPMENT COLLATERAL 2003-EF-1
NATIONAL ASSOCIATION              By: M&T TRUST COMPANY OF DELAWARE,
                                  Not in its individual capacity, but solely as
                                  Owner Trustee on behald of the Trust
---------------------             ---------------------------------------------
  (Name of Party)                         (Name of Party)


By: /s/ Kim V. Farr               By: /s/ Robert D. Brown
    -----------------                 --------------------
Name:  Kim V. Farr                Name:  Robert D. Brown
Title: Vice President             Title: Vice President
Date:                             Date:  9-25-03
</TABLE>



                                       17







<PAGE>





                                    Schedule
                                     to the
                                Master Agreement

                         dated as of September 17, 2003

                                     between


Wachovia Bank, National Association  and    CIT Equipment Collateral 2003-EF1
                                            (the "Trust") governed by the
                                            Amended and Restated Trust
                                            Agreement, dated as of August 1,
                                            2003 (the "Trust Agreement"),
                                            between NCT Funding Company, L.L.C.
                                            and M&T Trust Company of Delaware,
                                            as owner trustee (in that capacity,
                                            and any successor in that capacity,
                                            the "Owner Trustee")

                    ("Party A")                    ("Party B")

                                     Part 1

                             Termination Provisions

In this Agreement:

         (a) Specified Entity. "Specified Entity" has no meaning in relation to
Party A or Party B.

         (b) Specified Transactions. "Specified Transaction" has the meaning
specified in Section 14.

         (c) Breach of Agreement. The "Breach of Agreement" provision of Section
5(a)(ii) will not apply to either Party A or Party B.

         (d) Credit Support Default. The "Credit Support Default" provision of
Section 5(a)(iii) will not apply to either Party A or Party B.

         (e) Misrepresentation. The "Misrepresentation" provision of Section
5(a)(iv) will not apply to either Party A or Party B.

         (f) Default under Specified Transaction. The "Default under Specified
Transaction" provision of Section 5(a)(v) will not apply to either Party A or
Party B.

         (g) Cross Default. The "Cross Default" provisions of Section 5(a)(vi)
will not apply to either Party A or Party B.






                                       18





<PAGE>


         (h) Bankruptcy. The provisions of clause (2) of Section 5(a)(vii) will
not apply to Party B.

         (i) Tax Event. The "Tax Event" provisions of Section 5(b)(ii) will not
apply to either Party A or Party B.

         (j) Tax Event Upon Merger. The "Tax Event Upon Merger" provision of
Section 5(b)(iii) will not apply to either Party A or Party B.

         (k) Credit Event upon Merger. The "Credit Event Upon Merger" provision
(Section 5(b)(iv)) will not apply to Party A or Party B.

         (l) Automatic Early Termination. The "Automatic Early Termination"
provision of Section 6(a) will not apply to Party A or Party B.

         (m) Payments on Early Termination. For the purpose of Section 6(e) but
subject to part 5 of this Schedule:

            (i) Market Quotation will apply, other than for an Additional
     Termination Event.

            (ii) The Second Method will apply, other than for an Additional
     Termination Event.

         (n) Termination Currency. "Termination Currency" shall be United States
Dollars.

         (o) Additional Termination Event. Additional Termination Event will
apply as follows. Party A shall fail to satisfy its obligations pursuant to Part
5(t) of this Schedule within the time period prescribed therein, with Party A as
the sole Affected Party.

                                     Part 2

                               Tax Representations

         (a) Payer Tax Representations. For the purpose of Section 3(e), each
party makes the following representation:

         It is not required by any applicable law, as modified by the practice
of any relevant governmental revenue authority, of any Relevant Jurisdiction to
make any deduction or withholding for or on account of any Tax from any payment
(other than interest under Section 2(e), 6(d)(ii) or 6(e)) to be made by it to
the other party under this Agreement. In making this representation, a party may
rely on:

            (i) the accuracy of any representation made by the other party
     pursuant to Section 3(f);




                                       19








<PAGE>


            (ii) the satisfaction of the agreement of the other party contained
     in Section 4(a)(i) or 4(a)(iii) and the accuracy and effectiveness of any
     document provided by the other party pursuant to Section 4(a)(i) or
     4(a)(iii); and

            (iii) the satisfaction of the agreement of the other party contained
     in Section 4(d);

         provided that it shall not be a breach of this representation where
         reliance is placed on clause (ii), and the other party does not
         deliver a form or document under Section 4(a)(iii) by reason of
         material prejudice to its legal or commercial position.

         (b) Payee Tax Representations. For the purpose of Section 3(f), Party A
makes the following representation and agreement: It is a national banking
association organized under the laws of the United States of America and is a
United States resident for United States federal income tax purposes.

         For the purpose of Section 3(f), Party B makes the following
representation and agreement: Party B is a statutory trust organized under the
laws of the State of Delaware and it is (or if Party B is disregarded for United
States federal income tax purposes, its beneficial owner is) a United States
resident for federal income tax purposes.

                                     Part 3

                         Agreement to Deliver Documents

         For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each
party agrees to deliver the following documents, as applicable (and each party's
representation in Section 3(d) will apply to each document required from it as
provided below, other than any opinion of counsel):

         (a) Tax forms, documents or certificates to be delivered: Party A shall
deliver to Party B Internal Revenue Service Form W-9 to be delivered (1) upon
execution of this Agreement; and (2) promptly upon reasonable demand by Party B.
Party B shall deliver to Party A Internal Revenue Service Form W-9 to be
delivered (1) upon the execution of this Agreement; and (2) promptly upon
reasonable demand by Party A.

         (b) Documents to be delivered by Party B: (1) the Indenture dated as of
August 1, 2003 between Party B and The Bank of New York (the "Indenture"), (2)
the Pooling and Servicing Agreement dated as of August 1, 2003 among Party B,
NCT Funding Company, L.L.C., CIT Financial USA, Inc. and The CIT Group/Equipment
Financing, Inc. (the "Pooling and Servicing Agreement") and (3) the Trust
Agreement (collectively, the "Transaction Documents").

         (c) Other documents to be delivered by Party A and Party B: opinion of
counsel and evidence reasonably satisfactory to the other party as to the
authority, incumbency




                                       20








<PAGE>


          and specimen signature of each person executing any document on its
          behalf in connection with this Agreement, Confirmation of the
          Transactions and any Credit Support Document.

                                     Part 4

                                  Miscellaneous

         (a) Addresses for Notices. For the purpose of Section 12(a):

               (i) Addresses for notices or communications to Party A:

                   Wachovia Bank, National Association
                   301 South College Street, 8th Floor DC-8
                   Charlotte, North Carolina 28202-0600
                   Attention: Bruce M. Young, Senior Vice President - Risk
                   Management
                   Phone: 704-383-8778
                   Fax: 704-383-0575

                   (For all purposes.)

                   Address for notices or communications to Party B:

                   c/o M&T Trust Company of Delaware
                   499 Mitchell Road - MC 101-591
                   Millsboro, DE 19966
                   Attention: Corporate Trust Administration - CIT EC 2003-EF1
                   Tel: 410-244-4626
                   Fax: 410-244-4236

                   With a copy to:

                   NCT Funding Company, L.L.C.
                   1 CIT Drive
                   Livingston, New Jersey  07039
                   Attention: Gil Rodrigues (with a copy to the Treasurer)
                   Tel: 973-740-5408
                   Fax: 973-535-5900

                   (For all purposes.)

         (b) Process Agent. For the purpose of Section 13(c):

             Party A appoints as its Process Agent: None.

             Party B appoints as its Process Agent: None.

         (c) Offices. The provisions of Section 10(a) will apply to this
Agreement.




                                       21








<PAGE>


         (d) Multibranch Party. For the purpose of Section 10(c):

             Party A is not a Multibranch Party.

             Party B is not a Multibranch Party.

         (e) Calculation Agent. The Calculation Agent is Party A.

         (f) Credit Support Document. Details of any Credit Support Document:
Documentation of any arrangement entered into by Party A pursuant to Part 5(t)
of this Schedule.

         (g) Credit Support Provider.

             Credit Support Provider means in relation to Party A: Any party
             (other than Party A) providing credit support pursuant to any
             arrangement entered into pursuant to Part 5(t) of this Schedule.

              Credit Support Provider means in relation to Party B: Not
              applicable.

         (h) Governing Law. This Agreement will be governed by and construed in
accordance with the law of the State of New York, without reference to choice of
laws doctrine.

         (i) Netting of Payments. Sub-paragraph (ii) of Section 2(c) of this
Agreement will apply.

         (j) Affiliate. Affiliate will have (i) with respect to Party A, the
meaning specified in Section 14, and (ii) with respect to Party B, no meaning.

                                     Part 5

                                Other Provisions

         (a) Set-off. The definition of "Set-off" is hereby amended to mean the
set-off, offset, combination of accounts, right of retention or withholding or
similar right or requirement to which the payer of an amount under Section 6 is
entitled or subject, arising under this Agreement that is exercised by, or
imposed on, such payer. Neither Party A nor Party B may Set-off amounts which
may arise under another contract or agreement between such parties against
obligations under this Agreement.

         (b) Covenant Not to Institute Proceedings. Prior to the date that is
one year and one day after the date on which Party B is terminated in accordance
with the terms of the Trust Agreement, Party A shall not acquiesce, petition or
otherwise invoke or cause Party B or NCT Funding Company, L.L.C. ("NCT") to
invoke the process of any bankruptcy court or other governmental authority for
the purpose of commencing or sustaining a case against Party B or NCT under any
federal or state bankruptcy, insolvency or similar law or appointing a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar official
of Party B or NCT or any substantial part of their respective properties or the
winding up or liquidation of affairs of Party B or NCT; provided, that nothing
herein shall preclude or be deemed to estop Party A from




                                       22









<PAGE>


taking any action in any case or proceeding voluntarily filed or commenced by or
on behalf of Party B or in any involuntary case or proceeding after it has
commenced. Party A acknowledges that Party B and NCT are each legal entities
separate from any other entity and that the holders of the Class A-3 Notes (as
defined in such Pooling and Servicing Agreement) have relied on such
separateness, and Party A agrees, which agreement shall be enforceable by such
holders at law or through an action for specific performance, not to seek or
support the substantive consolidation of NCT or Party B with any other entity as
long as the Class A-3 Notes remain outstanding. The provisions of this clause
(b) shall survive any termination of this Agreement.

         (c) Successors. Notwithstanding any limitation imposed by Section 7 of
this Agreement or any other provision of this Agreement to the contrary, the
term "Party B" shall include all successors in interest to the Trust under the
Trust Agreement, and no consent of Party A shall be required for any transfer or
assignment to such successor in interest. Party B shall notify the Swap Rating
Agencies of such transfer or assignment to such successor in interest.

         (d) No Personal Liability. This agreement is being executed on behalf
of the Trust by the Owner Trustee and the Owner Trustee will have no personal
liability for any amounts required to be paid by the Trust under this Agreement.

         (e) Limited Recourse. Notwithstanding the provisions of this Agreement
which impose on Party B an obligation (including any indemnity given hereunder)
at any time to make any payment to Party A, the rights of recourse of Party A as
against Party B for the obligations of Party B hereunder shall be limited to
amounts available under the terms of the Pooling and Servicing Agreement for the
payment of interest in respect of the Class A-3 Notes, as applicable, for
payments to Party A. Accordingly, Party A shall have no claim for recourse
against Party B or any of its directors, officers, or affiliates, in respect of
any amount which is or remains unsatisfied after the exhaustion of those funds
and any obligations hereunder of Party B not so satisfied will automatically be
extinguished. The provisions of this clause (e) shall survive any termination of
this Agreement.

         (f) Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDINGS ARISING UNDER OR IN
CONNECTION WITH THIS AGREEMENT, ANY CREDIT SUPPORT DOCUMENT OR THE TRANSACTIONS.

         (g) Swap Exemption. Each party hereto represents to the other party on
and as of the date hereof and on each date on which a Transaction is entered
into between them hereunder, in connection with the negotiation of, the entering
into, and the execution of this Agreement, any Credit Support Document to which
it is a party, each Transaction and any other documentation relating to this
Agreement to which it is a party, that:

               (i) This Agreement and each Transaction is intended to constitute
     a "swap agreement" within the meaning of Section 101(53)(B) of the U.S.
     Bankruptcy Code.




                                       23







<PAGE>


               (ii) It is an "eligible contract participant" as defined in
     Section 1a(12) of the Commodity Exchange Act (7 U.S.C. 1a), as amended by
     the Commodity Futures Modernization Act of 2000.

         (h) Relationship between Parties. In connection with the negotiation
of, the entering into, and the confirming of this Agreement, and any other
documentation relating to this Agreement, including any Credit Support Document,
to which it is a party or that it is required by this Agreement to deliver, each
party hereby represents and warrants, and, in connection with the negotiation
of, the entering into and the confirming of the execution of the Transactions,
each party will be deemed to represent, to the other party as of the date hereof
(or in connection with the Transactions, as of the date which it entered into
the Transactions) that (absent a written agreement between the parties that
expressly imposes affirmative obligations to the contrary for the Transactions):

               (i) Non Reliance. It is acting for its own account, and it has
     made its own independent decisions to enter into the Transactions and as to
     whether the Transactions are appropriate or proper for it based upon its
     own judgment and upon advice from such advisers as it has deemed necessary.
     It is not relying on any communication (written or oral) of the other party
     as investment advice or as a recommendation to enter into the Transactions;
     it being understood that information and explanations related to the terms
     and conditions of the Transactions shall not be considered investment
     advice or a recommendation to enter into the Transactions. No
     communications (written or oral) received from the other party shall be
     deemed to be an assurance or guarantee as to the expected results of the
     Transactions.

               (ii) Assessment and Understanding. It is capable of assessing the
     merits of and understanding (on its own behalf or through independent
     professional advice), and understands and accepts, the terms, conditions
     and risks of the Transactions. It is also capable of assuming, and assumes,
     the risks of the Transactions. It has determined to its satisfaction
     whether or not the rates, prices or amounts and other economic terms of the
     Transactions and the indicative quotations (if any) provided by the other
     party reflect those in the relevant market for similar transactions, and
     all trading decisions have been the result of arm's length negotiations
     between the parties.

               (iii) Status of Parties. The other party is not acting as a
     fiduciary for or an adviser to it in respect of the Transactions.

         (i) Applicable to Rate Swap Transaction. This Agreement shall be
effective only for those transactions between the parties hereto with a
specified Effective Date identical to the issue date for the Class A-3 Notes
(the "Transactions").

         (j) Amendments/waivers. Section 9(b) of this Agreement is hereby
amended by adding the words "or any Credit Support Documents" after the word
"Agreement" in the first line thereof.




                                       24








<PAGE>


         (k) Payments on Early Termination. Notwithstanding the printed
provisions of this Agreement, Party B shall be under no obligation to make a
payment (other than Unpaid Amounts) to Party A pursuant to Section 6(e) of this
Agreement as modified by this Schedule.

         (l) Confidential Information. Each party may share any information
concerning the other party with any of its Affiliates. Each party may disclose
to any and all persons, without limitation, the tax treatment and tax structure
of the Transactions and all materials of any kind (including opinions and other
tax analyses) provided to such party relating to such tax treatment and tax
structure.

         (m) Consent to Telephonic Recording. Each party consents to the
monitoring or recording, at any time and from time to time and to the extent
lawful, by the other party of the telephone conversations of trading and
marketing personnel of the parties and their authorized representatives in
connection with this Agreement or the Transactions; and the parties waive any
further notice of such monitoring or recording and agree and to the extent
lawful to give proper notice and obtain any necessary consent of such personnel
for any such monitoring or recording.

         (n) Change of Account. Section 2(b) of this Agreement is hereby amended
by the addition of the following after the word "delivery" in the first line
thereof:

               "to another account in the same legal and tax jurisdiction as the
               original account."

         (o) Information Relating to Assets. Party B shall deliver to Party A
the Servicer Report (as defined in the Pooling and Servicing Agreement), at the
same time it delivers it to the Indenture Trustee, and upon reasonable request
of Party A, Party B shall deliver to Party A any other reasonably available
reports, notices, financial statements or other information in respect of the
assets of the Trust that are to be amounts available under the Indenture for
payments due to Party A under this Agreement.

         (p) Transfers/Assignments. Prior notice of any transfer of rights,
obligations or interests under or in this Agreement must be given to the Swap
Rating Agencies. No transfer of any rights, obligations or interests under or in
this Agreement by Party A or Party B shall be permitted unless each Swap Rating
Agency has confirmed in writing that such transfer will not result in a
reduction, downgrade or withdrawal of the then current rating of the Class A-3
Notes by such Swap Rating Agency.

         (q) Additional Amounts. Notwithstanding anything to the contrary in
this Agreement, Party B will in no circumstances be required to make any payment
of additional amounts of the kinds contemplated in Section 2(d) of this
Agreement; provided, however, if Party B is required to make or makes a payment
without such amounts under any Transaction, Party A shall have the right to
transfer and assign its rights under such Transaction to a third party
reasonably acceptable to Party B and provided that the ratings on the Class A-3
Notes from the Swap Rating Agencies will not be withdrawn or reduced as a result
of such assignment.

         (r) Amendments. Notwithstanding anything to the contrary contained in
the Agreement, Party A and Party B may not amend the terms of the Transactions
in a material way




                                       25








<PAGE>


without first obtaining written confirmation from each Swap Rating Agency that
such amendment will not result in a reduction, downgrade or withdrawal of the
then current rating of the Class A-3 Notes by such Swap Rating Agency. In
addition, Party B will not amend the Transaction Documents if such amendment
would affect the rights and obligations of Party A hereunder or under any
Transaction without first obtaining the consent of Party A.

         (s) Capitalized terms used in this Agreement that are not defined in
this Agreement have the meaning given to them in the Transaction Documents.

         (t) Party A's Rating Withdrawal or Reduction. In the event that Party
A's long term senior unsecured debt rating is withdrawn or reduced below "A" by
Standard and Poor's Ratings Services, a division of The McGraw Hill Companies
Inc. ("S&P") (or its short-term senior unsecured debt rating is withdrawn or
reduced below "A-1" by S&P), reduced below "A1" by Moody's Investors Service,
Inc. ("Moody's") (or its short-term senior unsecured debt rating is reduced
below "P-1" by Moody's) or withdrawn or reduced below "A" by Fitch, Inc. (a
"Downgrade"), within 30 days of such rating withdrawal, as applicable, or
downgrade (unless, within 30 days after such withdrawal, as applicable, or
downgrade the Swap Rating Agency whose rating requirements are the subject of
such withdrawal or downgrade event has reconfirmed the rating of the Class A-3
Notes issued by Party B which was in effect immediately prior to such withdrawal
or downgrade), Party A at its own expense shall (i) obtain a replacement ISDA
Master Agreement and Transactions thereunder with another counterparty approved
by Party B (which approval shall not be unreasonably withheld) on terms
substantially similar to this Agreement and the outstanding Transactions
hereunder, (ii) obtain a guaranty of, or a contingent agreement of another
person to honor, Party A's obligations under this Agreement and any Transactions
hereunder; provided that such other person is approved by Party B, such approval
not to be unreasonably withheld, (iii) post collateral acceptable to the Swap
Rating Agency whose rating requirements are the subject of such withdrawal or
downgrade event (while, in the event of a withdrawal or downgrade below the
required rating by S&P, arranging for a substitute swap counterparty with the
required rating to assume its obligations under this Agreement and the
outstanding Transaction hereunder as provided in clause (i) above), or (iv)
establish any other arrangements satisfactory to the Swap Rating Agency whose
rating requirements are the subject of such withdrawal or downgrade event in
each case under clause (i) through (iv) above, which will be sufficient to
restore or maintain the immediately prior ratings by such Swap Rating Agency of
the Class A-3 Notes. Notwithstanding the foregoing, in the event that Party A's
long term senior unsecured debt rating is withdrawn or reduced to "A3" or lower
by Moody's (or its short-term senior unsecured debt rating is withdrawn or
reduced to "P-3" or lower by Moody's) (a "Downgrade"), then within 30 days after
such withdrawal or downgrade Party A (i) shall obtain a replacement ISDA Master
Agreement and Transactions thereunder with another counterparty approved by
Party B (which approval shall not be unreasonably withheld) on terms
substantially similar to this Agreement and the outstanding Transactions
hereunder or (ii) only in the case where such rating has been withdrawn by
Moody's, shall establish any other arrangements satisfactory to Moody's in order
to maintain the immediately prior rating by Moody's of the Class A-3 Notes.

         If Party A shall fail to comply with the requirements of the
immediately preceding paragraph and Party B designates an Early Termination Date
as a result of the failure, Party A




                                      26








<PAGE>


shall pay to Party B the cost, if any, to Party B of obtaining replacement
Transactions with another counterparty on identical terms.

                  "Swap Rating Agencies" means Fitch, Inc., S&P and Moody's.

                  For the avoidance of doubt, it is understood that the
obligations of the parties hereto with respect to the requirements of each Swap
Rating Agency shall be applicable with respect to any Swap Rating Agency only to
the extent that such Swap Rating Agency has not withdrawn its rating with
respect to the Class A-3 Notes, or has not otherwise ceased to maintain a rating
with respect to the Class A-3 Notes.











                                       27








<PAGE>



                  IN WITNESS WHEREOF, the parties hereto have caused this
Schedule to be duly executed by their officer, hereunto duly authorized, with
effect from the date specified on the first page of this Schedule.

                                   CIT EQUIPMENT COLLATERAL 2003-EF1

                                   By: M&T TRUST COMPANY OF DELAWARE,
                                   not in its individual capacity, but solely as
                                   Owner Trustee on behalf of the Trust


                                   By:       /s/ Robert D. Brown
                                        ---------------------------
                                        Name: Robert D. Brown
                                        Title: Vice President

                                   WACHOVIA BANK, NATIONAL ASSOCIATION


                                   By:       /s/ Kim V. Farr
                                        ---------------------------
                                        Name: Kim V. Farr
                                        Title: Vice President







                                      28







</TEXT>
</DOCUMENT>
