CIT EQUIPMENT COLLATERAL 2002-VT1
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>ex10-1.txt
<DESCRIPTION>EXHIBIT 10.1
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Exhibit 10.1

                                                                [EXECUTION COPY]

                                 LOAN AGREEMENT

                                      Among

                       CIT EQUIPMENT COLLATERAL 2002-VT1,
                                  as the Trust,

                                 ALLFIRST BANK,
                              as Indenture Trustee,

                          NCT FUNDING COMPANY, L.L.C.,
                               as Trust Depositor,

                             CIT FINANCIAL USA, INC.,
                   in its individual capacity and as Servicer,

                  THE LENDER PARTIES HERETO, FROM TIME TO TIME,
                                   as Lenders,

                                       and

                               CAPITA CORPORATION,
                                    as Agent

                            Dated as of April 1, 2002

                                   Relating to

                        CIT Equipment Collateral 2002-VT1








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                                TABLE OF CONTENTS

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ARTICLE I DEFINITIONS.............................................................................................1
         Section 1.01.     Defined Terms..........................................................................1
         Section 1.02.     Other Definitional Provisions..........................................................6

ARTICLE II AMOUNT AND TERMS OF COMMITMENT.........................................................................7
         Section 2.01.     Commitment.............................................................................7
         Section 2.02.     Payment of the Loans; Loan Account.....................................................7
         Section 2.03.     Interest Rate and Payment Date........................................................11
         Section 2.04.     Computation of Interest and Fees......................................................11
         Section 2.05.     Payments..............................................................................12
         Section 2.06.     Cash Collateral Account Administration; Direction of
                           Eligible Investments..................................................................12
         Section 2.07.     Increased Costs.......................................................................13
         Section 2.08.     Taxes.................................................................................15
         Section 2.09.     Nonrecourse and Recourse Obligations; Waiver of Setoff;
                           Obligations Absolute..................................................................18
         Section 2.10.     Indemnification.......................................................................20

ARTICLE III REPRESENTATIONS AND WARRANTIES OF DEPOSITOR AND SERVICER.............................................22
         Section 3.01.     Corporate Existence...................................................................22
         Section 3.02.     Corporate Authority...................................................................22
         Section 3.03.     No Consents Required..................................................................22
         Section 3.04.     No Violation..........................................................................23
         Section 3.05.     No Proceeding.........................................................................23
         Section 3.06.     Registration and Prospectus; Other Information........................................23
         Section 3.07.     Trust Indenture Act; Investment Company Act...........................................24
         Section 3.08.     No Event of Default or Servicer Termination Event.....................................24
         Section 3.09.     Representations and Warranties in Transaction Documents and
                           Regarding Repurchase Event............................................................24
         Section 3.10.     Withdrawal From the Cash Collateral Account...........................................24
         Section 3.11.     Adverse Selection.....................................................................24

ARTICLE IV CONDITIONS PRECEDENT..................................................................................24
         Section 4.01.     Representations and Warranties........................................................25
         Section 4.02.     Transaction Agreements................................................................25
         Section 4.03.     Additional Documents..................................................................25
         Section 4.04.     Accountant's Letter...................................................................25
         Section 4.05.     Note Issuance and Holdback Amount.....................................................25
         Section 4.06.     Secretary's Certificate...............................................................25
         Section 4.07.     Cash Collateral Account...............................................................26
         Section 4.08.     Ratings...............................................................................26
         Section 4.09.     Agent Fees............................................................................26
         Section 4.10.     Legal Opinions........................................................................26
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ARTICLE V COVENANTS..............................................................................................26
         Section 5.01.     Performance of Agreements.............................................................26
         Section 5.02.     Amendments to the Pooling Agreement, Purchase and Sale
                           Agreements and the Indenture..........................................................27
         Section 5.03.     Certificates..........................................................................27
         Section 5.04.     Monthly Status Reports................................................................27
         Section 5.05.     Default...............................................................................27
         Section 5.06.     Timely Payments.......................................................................27
         Section 5.07.     Successor Indenture Trustee...........................................................27
         Section 5.08.     Inspection............................................................................27
         Section 5.09.     Periodic Reports of the Accountants...................................................27
         Section 5.10.     Other Actions.........................................................................27
         Section 5.11.     Trust Depositor Financial Information; Other Information..............................28
         Section 5.12.     Lenders' Identities...................................................................28

ARTICLE VI REPRESENTATIONS AND WARRANTIES AND AGREEMENTS OF THE LENDERS..........................................29
         Section 6.01.     Representations and Warranties of the Lenders.........................................29

ARTICLE VII [RESERVED]...........................................................................................30

ARTICLE VIII MISCELLANEOUS.......................................................................................30
         Section 8.01.     Amendments and Waivers................................................................30
         Section 8.02.     Cash Collateral Account Withdrawal Statement..........................................30
         Section 8.03.     Servicing Transfer....................................................................30
         Section 8.04.     Governing Law.........................................................................31
         Section 8.05.     No Waiver.............................................................................31
         Section 8.06.     Severability..........................................................................31
         Section 8.07.     Termination...........................................................................31
         Section 8.08.     Successors and Assigns; Assignments...................................................31
         Section 8.09.     Notices...............................................................................33
         Section 8.10.     Survival of Representations and Warranties............................................34
         Section 8.11.     Exclusive Benefit.....................................................................34
         Section 8.12.     Limitation of Remedies................................................................34
         Section 8.13.     Counterparts..........................................................................34
         Section 8.14.     Previous Agreements...................................................................34
         Section 8.15.     Waiver of Jury Trial..................................................................34
         Section 8.16.     Headings..............................................................................34
         Section 8.17.     Jurisdiction; Consent to Service of Process...........................................34
         Section 8.18.     Bankruptcy............................................................................35
         Section 8.19.     Nonpetition Agreements; Rights in Trust Property......................................35
         Section 8.20.     Agent.................................................................................35
         Section 8.21.     Income Tax Characterization...........................................................37
         Section 8.22.     Indenture Trustee.....................................................................37
         Section 8.23.     Confidentiality.......................................................................38
         Section 8.24.     Assignment of Loan....................................................................38
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         Section 8.25.     Limitation of Liability of Owner Trustee..............................................39
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EXHIBITS

Exhibit A - Form of [Assignment and Assumption][Participation] Agreement
Exhibit B - Form of Monthly Status Report
Exhibit C - Form of Confidentiality Agreement




                                      iii






<PAGE>



         This LOAN AGREEMENT, dated as of April 1, 2002 (this "Agreement"),
among CIT EQUIPMENT COLLATERAL 2002-VT1 (the "Trust"), ALLFIRST BANK, not in its
individual capacity but solely as indenture trustee (the "Indenture Trustee"),
NCT FUNDING COMPANY, L.L.C., a Delaware limited liability company, as trust
depositor (in its capacity as trust depositor, together with its successors, the
"Trust Depositor"), CIT FINANCIAL USA, INC., in its individual capacity (in such
capacity, "CFUSA") and as servicer (in such capacity, together with its
successors and assigns, the "Servicer"), the Lender Parties hereto from time to
time as lenders (each individually a "Lender" and, collectively, the "Lenders")
and CAPITA CORPORATION, as agent for the Lenders (together with its successors
in such capacity, the "Agent").

         WHEREAS, the Trust Depositor, the Servicer and the Trust have entered
into a Pooling and Servicing Agreement, dated as of April 1, 2002 (as the same
may from time to time be amended, restated, modified or otherwise supplemented,
the "Pooling Agreement"), for the Trust; and

         WHEREAS, the Trust proposes to issue and sell a Series of
Receivable-Backed Notes (the "Notes") divided into seven classes in the manner
designated pursuant to an Indenture, dated as of April 1, 2002, between the
Trust and the Indenture Trustee (as the same may be further amended, restated,
supplemented or otherwise modified from time to time, the "Indenture"); and

         WHEREAS, the Trust proposes to issue a certificate (the "Equity
Certificate") pursuant to an Amended and Restated Trust Agreement, dated as of
April 1, 2002 (the "Trust Agreement"), among the Trust Depositor, the Delaware
Trustee and the Owner Trustee; and

         WHEREAS, it is a condition to the issuance of such Notes that the
Lenders enter into this Agreement and make the Loans provided for herein;

         NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and other good and valuable consideration, the receipt and adequacy
of which are hereby expressly acknowledged, the parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

         Section 1.01. Defined Terms.

         (a) Unless otherwise defined herein, all capitalized terms used in this
Agreement shall have the meanings given to them in the Pooling Agreement (as
defined below).

         (b) The following terms shall have the following meanings:

         "Act" shall mean the Securities Act of 1933, as amended.

         "Agreement" shall mean this Loan Agreement as the same may be further
amended, supplemented or otherwise modified from time to time.











<PAGE>


         "Assignment" has the meaning assigned thereto in Section 8.08(b).

         "Assignment Agreement" shall mean an agreement substantially in the
form of Exhibit A hereto.

         "Available Funds" shall mean, with respect to each Payment Date, the
sum of (a) the amount distributed by the Servicer or the Indenture Trustee
pursuant to Section 7.05(a)(v) of the Pooling Agreement to be applied in
accordance with this Agreement on such Payment Date, and (b) Investment Earnings
with respect to such Payment Date.

         "Cash Collateral Account Surplus" means, as of any Payment Date, the
amount, if any, by which the amount on deposit in the Cash Collateral Account
exceeds the Required Cash Collateral Amount (after giving effect to any
distributions to be made pursuant to Section 8.02 of the Indenture and Section
2.02(c) of this Agreement and any withdrawals pursuant to Section 7.05(d) of the
Pooling Agreement, in each case with respect to such Payment Date).

         "Commission" shall mean the Securities and Exchange Commission.

         "Commitment" shall mean, as to each Lender, the obligation of such
Lender to fund its portion of the Loan in an amount equal to the amount of its
Total Commitment.

         "Confidentiality Agreement" shall mean an agreement substantially in
the form of Exhibit C hereto.

         "Dollars" and "$" shall mean the lawful currency of the United States
of America.

         "Early Termination Date" shall mean the date, if any, on which the
Trust Depositor shall purchase the corpus of the Trust pursuant to Section 7.08
of the Pooling Agreement.

         "Eligible Investments" shall mean any investment (including deposits
with, or securities issued by, a Lender or the Agent) that is one of the
following types of investments:

              (i) direct obligations of, and obligations fully guaranteed by,
     the United States of America, the Federal Home Loan Mortgage Corporation
     (if then rated Aaa by Moody's), the Federal National Mortgage Association,
     or any agency or instrumentality of the United States of America the
     obligations of which are backed by the full faith and credit of the United
     States of America and which are non-callable;

              (ii) demand and time deposits in, certificates of deposit of,
     bankers' acceptances issued by, or federal funds sold by any depository
     institution or trust company (including the Trustees or any Affiliate of
     the Trustees, acting in their commercial capacity) incorporated under the
     laws of the United States of America or any state thereof or the District
     of Columbia (or any domestic branch or agency of a foreign bank) and
     subject to supervision and examination by federal and/or state authorities,
     so long as, at the time of such investment or contractual commitment
     providing for such investment, the commercial paper or other short-term
     debt obligations of such depository institution or trust company have been
     rated at least P-1 or higher by Moody's, A-1+ by




                                      -2-






<PAGE>



     Standard & Poor's and, if rated by Fitch, F-1+ by Fitch; or any other
     demand or time deposit or certificate of deposit which is fully insured by
     the Federal Deposit Insurance Corporation and which is rated at least P-1
     by Moody's;

              (iii) repurchase obligations with respect to any security
     described in either clause (i) or (ii) above and entered into with any
     institution whose commercial paper is at least rated P-1 by Moody's, at
     least A-1+ by Standard & Poor's and, if rated by Fitch, at least F-1+ by
     Fitch;

              (iv) securities bearing interest or sold at a discount issued by
     any corporation incorporated under the laws of the United States of America
     or any State thereof which have a credit rating of at least A2 or P-1 from
     Moody's, at least AAA from Standard & Poor's and, if rated by Fitch, at
     least AAA from Fitch, at the time of such investment (or, with respect to
     the investment of any amounts on deposit in the Certificate Distribution
     Account, such Standard & Poor's rating shall be at least A);

              (v) commercial paper (which may be issued by CIT) having a rating
     of at least P-1 from Moody's, at least A-1+ from Standard & Poor's and, if
     rated by Fitch, at least F-1+ from Fitch at the time of such investment;

              (vi) money market funds which are rated Aaa by Moody's, at least
     AAAm or AAAm-G by Standard & Poor's and, if rated by Fitch, at least AAA by
     Fitch, including funds which meet such rating requirements for which the
     Trustees or an affiliate of the Trustees serves as an investment advisor,
     administrator, shareholder servicing agent and/or custodian or
     subcustodian, notwithstanding that (i) such Trustee or an affiliate of such
     Trustee charges and collects fees and expenses from such funds for services
     rendered, (ii) such Trustee charges and collects fees and expenses for
     services rendered pursuant to this instrument, and (iii) services performed
     for such funds and pursuant to this instrument may converge at any time.
     (The Seller and the Servicer specifically authorize such Trustee or an
     affiliate of such Trustee to charge and collect all fees and expenses from
     such funds for services rendered to such funds, in addition to any fees and
     expenses such Trustee may charge and collect for services rendered pursuant
     to this instrument); and

              (vii) any other investments approved by the Rating Agencies.

         No Eligible Investment may have an "r" or comparable symbol affixed to
its rating.

         "Governmental Authority" shall mean any nation or government, any state
or other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.

         "Holdback Amount" shall have the meaning assigned thereto in Section
2.01.

         "Holdback Amount Rate" shall mean, with respect to any Loan Interest
Period, a per annum rate equal to the LIBOR Rate determined for such Loan
Interest Period plus 6.00% per annum.




                                      -3-






<PAGE>


         "Income Taxes" has the meaning assigned thereto in Section 2.08(b).

         "Indemnitee" has the meaning assigned thereto in Section 2.10(a).

         "Invested Share" has the meaning assigned thereto in Section 2.06.

         "Investment Earnings" shall mean, with respect to any Payment Date, all
interest and investment earnings (net of losses and investment expenses) on
Eligible Investments made with funds on deposit in the Cash Collateral Account
and received during the Loan Interest Period immediately preceding such Payment
Date.

         "Lending Office" shall mean initially, the office (if any) of a Lender
designated as such, in the case of any Lender listed on the signature pages
hereof, with its signature hereto and, in the case of any assignee, in Schedule
II to the related Assignment Agreement, and thereafter, such other office of
such Lender that shall be making or maintaining its Loan, the address of which
other office shall have been previously provided to the Trust Depositor, the
Servicer and the Agent in writing.

         "LIBOR Business Day" means any day on which commercial banks are open
for business (including dealings in foreign exchange and foreign currency
deposits) in London and New York.

         "LIBOR Rate" shall mean (x) with respect to the initial Loan Interest
Period, 1.84% and (y) with respect to any Loan Interest Period or portion
thereof, the rate per annum shown on page 3750 of the Telerate screen or any
successor page as the composite offered rate for London interbank deposits for a
period of one month, as shown under the heading "USD" as of 11:00 a.m. (London
Time) two LIBOR Business Days prior to the first day of such Loan Interest
Period; provided that in the event no such rate is shown, the LIBOR Rate shall
be the rate per annum (rounded upwards, if necessary, to the nearest 1/16th of
one percent) based on the rates at which Dollar deposits for a period of one
month are displayed on page "LIBOR" of the Reuters Monitor Money Rates Service
or such other page as may replace the LIBOR page on that service for the purpose
of displaying London interbank offered rates of major banks as of 11:00 a.m.
(London time) two LIBOR Business Days prior to the first day of such Loan
Interest Period (it being understood that if at least two such rates appear on
such page, the rate will be the arithmetic mean of such displayed rates);
provided further, that in the event fewer than two such rates are displayed, the
LIBOR Rate shall be the rate per annum equal to the average of the rates at
which deposits in Dollars are offered by the Reference Banks at approximately
11:00 a.m. (London time) two LIBOR Business Days prior to the first day of such
Loan Interest Period to prime banks in the London interbank market for a period
of one month, it being understood that if at least two such quotations are
provided, the rate shall be the arithmetic mean of such provided rates; provided
further that if fewer than two such rates are provided, the rate shall be the
arithmetic mean of the rates quoted by major banks in New York City, selected by
the Servicer, approximately 11:00 a.m. (New York City time) on the first day of
such Loan Interest Period to leading European banks for Dollar deposits for a
period of one month. If the LIBOR Rate cannot be determined for a Loan Interest
Period in accordance with the foregoing, the LIBOR Rate for such Loan Interest
Period shall be equal to the LIBOR Rate for the immediately preceding Loan
Interest Period.




                                      -4-






<PAGE>


         "Loan" has the meaning assigned thereto in Section 2.01.

         "Loan Interest Period" shall mean (a) with respect to the initial
Payment Date, the period from and including the Closing Date to but excluding
the initial Payment Date and (b) with respect to each subsequent Payment Date,
the period from and including the Payment Date immediately preceding such
Payment Date to but excluding such subsequent Payment Date.

         "Loan Rate" shall mean, with respect to any Loan Interest Period, a per
annum rate equal to the LIBOR Rate determined for such Loan Interest Period plus
3.50% per annum.

         "Officer's Certificate" shall mean a certificate delivered to the Agent
and signed by any authorized officer of the Trust Depositor or CFUSA, as the
case may be.

         "Participant" has the meaning assigned thereto in Section 8.08(f).

         "Participation" has the meaning assigned thereto in Section 8.08(f).

         "Pooling Agreement" shall mean the Pooling and Servicing Agreement,
dated as of April 1, 2002 by and among the Trust Depositor, the Trust and CFUSA
(individually and as Servicer).

         "Pro Rata Share" shall mean, as of any date of determination with
respect to each Lender, the percentage equivalent of a fraction the numerator of
which shall be an amount equal to the portion of the unpaid principal amount of
the Loan owing to such Lender at such time (after giving effect to all
Assignments effective on or prior to such date of determination) and the
denominator of which shall be an amount equal to the unpaid principal amount of
all of the Lenders' Loans at such time.

         "Prospectus" shall mean the prospectus and prospectus supplement as
filed with the Commission under Rule 424(b) of the Act relating to the Notes.

         "Reference Banks" shall mean the principal London offices of three
major banks in the London interbank market selected by the Agent.

         "Registration Statement" shall mean the registration statement on Form
S-3 (Registration No. 333-53688), as amended from time to time and including
incorporated documents and exhibits, filed by the Trust Depositor with the
Commission pursuant to the Act relating to the Notes to be issued by the Trust.

         "Regulatory Change" shall mean, as to any or all of the initial
Lenders, any change occurring after the date of the execution and delivery of
this Agreement (or, in the case of any assignee Lender, the effective date of
the related Assignment Agreement), in any (or the adoption after such date of
any new):

              (i) United States federal or state law or foreign law applicable
     to such Lender; or





                                      -5-






<PAGE>


              (ii) regulation, interpretation (whether formal or informal),
     directive, guideline or request (whether or not having the force of law)
     applicable to such Lender of any court or other judicial authority or any
     Governmental Authority charged with the interpretation or administration of
     any law referred to in clause (i) or of any fiscal, monetary or other
     authority or central bank or other comparable entity having jurisdiction
     over such Lender.

         "Repayment Amount" shall mean the sum of all amounts payable with
respect to the aggregate principal amount of the Lenders' Loans and interest on
such Loans and all other amounts owing to the Agent (other than under Section
8.20(d)) and the Lenders hereunder.

         "Required Cash Collateral Amount" shall have the meaning specified in
Section 1.01 of the Pooling Agreement.

         "Required Lenders" means such Lenders whose Pro Rata Shares in the
aggregate represent at least 51% of the unpaid principal amount of the Loans of
the Lenders.

         "Service Transfer" shall mean the occurrence of a Servicer Termination
Event and the appointment of a successor Servicer pursuant to Section 8.03 of
the Pooling Agreement.

         "Taxes" has the meaning assigned thereto in Section 2.08(b).

         "Termination Date" shall mean the earlier of (i) the date on which the
Indenture is terminated in accordance with its terms or (ii) December 21, 2009.

         "Total Commitment" shall mean, with respect to a Lender, the amount set
opposite such Lender's name on the signature pages hereof or on Schedule I to an
Assignment Agreement pursuant to which such Lender acquired an interest
hereunder as its "Total Commitment," as the same may be reduced pursuant to an
Assignment pursuant to which such Lender shall have assigned all or a portion of
such interest.

         Section 1.02. Other Definitional Provisions.

         (a) Unless otherwise specified therein, all terms defined in this
Agreement shall have the defined meanings when used in any certificate or other
document made or delivered pursuant hereto.

         (b) The words "hereof", "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement; and Section, subsection,
Schedule, Attachment and Exhibit references are to this Agreement, unless
otherwise specified. The words "including" and "include" shall be deemed to be
followed by the words "without limitation".





                                      -6-






<PAGE>


                                   ARTICLE II

                         AMOUNT AND TERMS OF COMMITMENT

         Section 2.01. Commitment. Subject to the terms and conditions hereof,
each of the Lenders agree, at the request of and for the benefit of the Trust
Depositor, to make their respective loans to the Trust (each, a "Loan") on the
Closing Date in a principal amount equal to the amount set forth as each such
Lender's Commitment opposite its name on the signature pages hereof, the
proceeds of which Loans, immediately upon the making of such Loans, shall be
deposited directly into the Cash Collateral Account in accordance herewith. The
aggregate initial balance of the Loans is $29,383,667. It will be a condition to
the obligations of the Lenders to make such Loans that the Trust retain
$58,767,335 from the proceeds of the sale of the Notes pursuant to the Indenture
and as described in the Underwriting Agreement, and deposit such amount into the
Cash Collateral Account on the Closing Date (the "Holdback Amount").

         Section 2.02. Payment of the Loans; Loan Account.

         (a) Subject to the provisions of Section 2.09 relating to the
nonrecourse nature of the obligation to pay the Repayment Amount, the Loans
shall be due and payable in full on the Termination Date, unless otherwise
payable in whole or in part on such earlier date provided under this Agreement.
Subject to Section 2.09, the Indenture Trustee, on behalf of the Trust, agrees
to reduce and prepay the Loans in whole or in part as specified herein from
Available Funds and, to the extent not previously repaid, to repay the Loans in
full on the Termination Date, as provided in Sections 2.02(c), 2.02(d), 2.02(e),
2.02(f) and 2.02(g). No payments shall be made in respect of the unpaid
principal amount of the Holdback Amount until the Loans are paid in full.

         (b) Each Lender is authorized to record (A) the date and amount of its
Total Commitment, (B) the date and amount of each payment and repayment of
principal of its Loan and (C) the interest rate or rates from time to time in
effect with respect to its Loan and the Loan Interest Periods applicable thereto
in the books and records of such Lender and in such manner as is customary for
such Lender. A certificate of an officer of such Lender, prepared in good faith
setting forth in reasonable detail the information so recorded, shall constitute
prima facie evidence of the accuracy of the information so recorded; provided
that the failure to make any such recording shall not in any way affect the
obligations of the Trust Depositor, the Servicer, the Trust, or the Indenture
Trustee hereunder.

         (c) On each Payment Date (if such date is not the Termination Date),
the Indenture Trustee at the written direction of the Servicer upon which the
Indenture Trustee may conclusively rely shall distribute Available Funds with
respect to such date to the following Persons or accounts in the order of
priority listed below:

              (i) to the extent not previously paid, an amount equal to all
     interest (including interest on previously unpaid interest amounts) due on
     the Loans, as calculated in accordance with Sections 2.03 and 2.04, shall
     be paid to the Agent for distribution to the Lenders in accordance with
     their respective Pro Rata Share;




                                      -7-






<PAGE>


              (ii) [reserved];

              (iii) after giving effect to any payment made on such Payment Date
     under Section 2.02(d)(i), an amount, not to exceed the unpaid principal
     amount of the Loans, equal to the excess, if any, of (x) the aggregate
     unpaid principal amount of the Lenders' Loans and the Holdback Amount as of
     such date over (y) the amount on deposit in the Cash Collateral Account as
     of such date (determined after giving effect to all deposits to and
     withdrawals from the Cash Collateral Account with respect to such Payment
     Date), shall be paid to the Agent for distribution to the Lenders in
     accordance with their respective Pro Rata Share as a prepayment of the
     Loans;

              (iv) after giving effect to any payment made on such Payment Date
     under Sections 2.02(d)(i) and 2.02(c)(iii), from and after the Payment Date
     on which the Aggregate Principal Amount of the Notes is less than 10% of
     the initial Contract Pool Principal Balance, an amount up to the unpaid
     principal amount of the Loans, shall be paid to the Agent for distribution
     to the Lenders in accordance with their respective Pro Rata Share as a
     prepayment of the Loans;

              (v) [reserved];

              (vi) [reserved];

              (vii) an amount equal to the sum of all fees, expenses and other
     amounts due and payable to the Lenders under Sections 2.07, 2.08 and 2.10
     shall be paid to the Agent for distribution to the Lenders.

              (viii) [reserved];

              (ix) to the extent not previously paid, an amount equal to all
     interest (including interest on previously unpaid interest amounts) due on
     the Holdback Amount, as calculated in accordance with Sections 2.03 and
     2.04, shall be paid to the Trust Depositor; and

              (x) after giving effect to any payment made on such Payment Date
     under Section 2.02(d)(vii), if, on such Payment Date, the Loans have been
     paid in full, an amount equal to the excess, if any, of (x) the aggregate
     unpaid principal amount of the Holdback Amount as of such date over (y) the
     amount on deposit in the Cash Collateral Account as of such date
     (determined after giving effect to all deposits to and withdrawals from the
     Cash Collateral Account with respect to such Payment Date), shall be paid
     to the Trust Depositor.

         (d) On any Payment Date on which there is a Cash Collateral Account
Surplus (if such date is not the Termination Date), the Indenture Trustee, at
the written direction of the Servicer upon which the Indenture Trustee may
conclusively rely, shall pursuant to Section 7.02(b) of the Pooling Agreement
and this Agreement, withdraw from the Cash Collateral Account an amount equal to
the Cash Collateral Account Surplus and apply such amount in the order of
priority listed below:




                                      -8-






<PAGE>


              (i) an amount up to the unpaid principal amount of the Loans
     shall be paid to the Agent for distribution to the Lenders in accordance
     with their respective Pro Rata Share as a prepayment of the Loans;

              (ii) [reserved];

              (iii) after giving effect to any payment made on such Payment Date
     under Section 2.02(c), to the extent not previously paid, an amount equal
     to all interest (including interest on previously unpaid interest amounts)
     due on the Loans, as calculated in accordance with Sections 2.03 and 2.04,
     shall be paid to the Agent for distribution to the Lenders in accordance
     with their respective Pro Rata Share;

              (iv) [reserved];

              (v) after giving effect to any payment made on such Payment Date
     under Section 2.02(c), an amount equal to the sum of all fees, expenses and
     other amounts due and payable to the Lenders under Sections 2.07, 2.08 and
     2.10 shall be paid to the Agent for distribution to the Lenders;

              (vi) [reserved];

              (vii) if, on such Payment Date, the Loans have been paid in full,
     an amount up to the unpaid principal amount of the Holdback Amount shall
     be paid to the Trust Depositor as a prepayment of the Holdback Amount; and

              (viii) the balance, if any, shall be paid to the Trust Depositor.

         (e) On the Termination Date (including any Early Termination Date), all
Available Funds and all amounts on deposit in the Cash Collateral Account on
such date (after giving effect to all withdrawals from the Cash Collateral
Account required to be made on such date with respect to the Notes) shall be
paid by the Indenture Trustee, at the written direction of the Servicer upon
which the Indenture Trustee may conclusively rely, in the order of priority
listed below:

              (i) an amount equal to all interest (including interest on
     previously unpaid interest amounts) owed to the Lenders shall be paid to
     the Agent for distribution to the Lenders in accordance with their
     respective Pro Rata Share;

              (ii) [reserved];

              (iii) an amount equal to the aggregate unpaid principal amount of
     the Loans shall be paid to the Agent for distribution to the Lenders in
     accordance with their respective Pro Rata Share;

              (iv) [reserved];



                                      -9-






<PAGE>


              (v) an amount equal to the sum of all fees, expenses and other
     amounts due and payable to the Lenders under Sections 2.07, 2.08 and 2.10
     shall be paid to the Agent for distribution to the Lenders;

              (vi) [reserved];

              (vii) an amount equal to all unpaid interest owed to the Trust
     Depositor and the unpaid balance of the Holdback Amount shall be paid to
     the Trust Depositor (assuming for this purpose that any portion of
     Available Funds described in clause (a) of the definition thereof is
     applied to this clause (vii) only after all other Available Funds and all
     amounts available in the Cash Collateral Account have been fully utilized);
     and

              (viii) the balance, if any, in the Cash Collateral Account shall
     be paid to the Equity Certificateholder.

         (f) Unless all of the Lenders agree otherwise, in the event that (i) an
Early Termination Date shall have occurred and (ii) each Lender has not been
paid its Pro Rata Share of the Repayment Amount in full on or prior to such
Early Termination Date, the Indenture Trustee, at the written direction of the
Servicer upon which the Indenture Trustee may conclusively rely, shall pay to
the Agent on behalf of the Lenders for application in accordance with
subsections 2.02(e)(i)-(viii) all amounts payable to (x) the Cash Collateral
Account pursuant to Section 7.05(a)(v) of the Pooling Agreement with respect to
such Early Termination Date or (y) the Lenders (for application pursuant to this
Agreement) pursuant to Section 7.05(a)(v) of the Pooling Agreement with respect
to such Early Termination Date. Thereafter, the Notes shall be deemed to remain
outstanding as if such Early Termination Date had not occurred and (i) the Trust
Depositor, the Servicer, the Trust and the Indenture Trustee shall (subject to
Section 5.01) continue to perform all of their obligations, as specified under
the Pooling Agreement, the Indenture and the other Transaction Documents, for
the benefit of the Lenders regardless of the occurrence of such Early
Termination Date and (ii) the Trust Depositor or the Servicer, as the case may
be, shall have the right to receive and the Indenture Trustee shall so remit
based upon the written directions of the Servicer upon which the Indenture
Trustee may conclusively rely all amounts received by the Trust Depositor or the
Servicer which would constitute all amounts that would otherwise be available
for distribution pursuant to Section 7.05 of the Pooling Agreement, to the
extent such amounts would have been payable to the Noteholders, or to the
Servicer as its Servicing Fee, pursuant to the Indenture or the Pooling
Agreement, and the remainder of such amounts (to the extent such amounts would
have been payable to the Cash Collateral Account or to the Lenders (for
application in accordance with the terms of this Agreement) had the Early
Termination Date not occurred) shall be paid to the Agent on behalf of the
Lenders until the earlier of (A) the date the Repayment Amount and all other
amounts payable to each Lender hereunder shall have been paid in full and (B)
the date on which the Notes would have been paid in full (assuming such Early
Termination Date is disregarded as described above and after giving effect to
any distributions which would be made to the Cash Collateral Account or the
Lenders on such date).

         (g) In the event that (i) a withdrawal from the Cash Collateral Account
has been made pursuant to Section 7.05(d) of the Pooling Agreement on the final
Maturity Date or on any Payment Date described in Section 7.05(d)(iii) of the
Pooling Agreement, (ii) the Notes





                                      -10-






<PAGE>


have been paid in full, and (iii) each Lender has not been paid its Pro Rata
Share of the Repayment Amount in full on or prior to the date of such
withdrawal, the Notes shall thereafter be deemed to remain outstanding as if the
final Maturity Date with respect to the Notes or such Payment Date had not
occurred and (x) the Trust Depositor, the Servicer, the Trust and the Indenture
Trustee shall (subject to Section 5.01) continue to perform all of their
obligations, as specified under the Pooling Agreement, the Indenture and the
other Transaction Documents, for the benefit of the Lenders regardless of the
occurrence of such final Maturity Date and (y) the Lenders shall have the right
to receive and the Indenture Trustee shall remit pursuant to the written
instructions of the Servicer upon which the Indenture Trustee may conclusively
rely, in accordance with the provisions of Section 7.05(a) of the Pooling
Agreement, all amounts, up to an amount equal to the Repayment Amount, received
by the Trust Depositor or the Servicer, which amounts would constitute payments
to the Lenders in respect of the Loans, to the extent such amounts would have
been payable to the Noteholders, the Cash Collateral Account or the Lenders and
the remainder of such amounts shall be paid to the Trust Depositor (to the
extent of any unpaid interest owed to the Trust Depositor and the unpaid balance
of the Holdback Amount) or the Equity Certificateholder until the earlier of (A)
the date the Repayment Amount and all other amounts payable to each Lender
hereunder shall have been paid in full or (B) the date on which the Notes would
have been paid in full (assuming such final Maturity Date is disregarded as
described above and after giving effect to any distributions that would be made
to the Cash Collateral Account or the Lenders on such date).

         Section 2.03. Interest Rate and Payment Date.

         (a) Each Loan shall bear interest during each Loan Interest Period at a
rate per annum equal to the Loan Rate. The Holdback Amount shall bear interest
during each Loan Interest Period at a rate per annum equal to the Holdback
Amount Rate.

         (b) Interest on the principal amount of all of the Lenders' Loans and
the Holdback Amount outstanding from time to time shall be payable monthly in
arrears on each Payment Date, as provided in subsections 2.02(c) and (d) and on
the Termination Date as provided in subsection 2.02(e).

         (c) Except as otherwise provided herein, if any amount of interest or
any other Repayment Amount shall not be paid on the date that such amount
becomes due and payable hereunder, such overdue amount shall bear interest at a
rate per annum equal to the Loan Rate applicable from time to time plus 1.00%
per annum, in the case of the Loan, or the Holdback Amount Rate applicable from
time to time plus 1.00% per annum, in the case of the Holdback Amount, for each
day from and including the date of such nonpayment to but excluding the date
such overdue amount is paid in full (after, as well as before, judgment).

         Section 2.04. Computation of Interest and Fees.

         (a) Interest calculated by reference to the LIBOR Rate shall be
calculated on the basis of a 360-day year for the actual days elapsed. The Agent
shall calculate each LIBOR Rate and shall notify in writing the Servicer and the
Indenture Trustee of each determination of the respective rates applicable from
time to time, in each case as soon as practicable (but in no event later than
five Business Days) after determination of LIBOR for each Loan Interest Period.




                                      -11-






<PAGE>


         (b) Any up-front or ongoing fees and expenses payable to the Agent
shall be paid by the Trust Depositor or the Servicer as agreed to by the
parties.

         Section 2.05. Payments. All payments to be made hereunder to the
Lenders, whether on account of principal, interest, fees or otherwise, shall be
made without set-off (other than as specified in Section 2.06(c) below) or
counterclaim and prior to 1:00 p.m., New York City time, on the due date thereof
in Dollars and in immediately available funds. All payments to the Lenders shall
be made to the Agent's account specified in Section 8.10(b), and shall be
distributed promptly by the Agent to the parties entitled thereto in the same
type of funds received at their respective addresses pursuant to Section 8.10.

         Section 2.06. Cash Collateral Account Administration; Direction of
Eligible Investments.

         (a) The Indenture Trustee shall, for the benefit of the Noteholders,
the Lenders and the Trust Depositor, as their interests appear in the Indenture,
the Pooling Agreement and herein, (i) maintain the Cash Collateral Account in
accordance with Sections 7.01 and 7.03 of the Pooling Agreement, (ii) invest
funds on deposit in the Cash Collateral Account in Eligible Investments in
accordance with the written instructions of the Servicer and (iii) otherwise
comply with the provisions of the Indenture and Pooling Agreement as such
provisions relate to the Cash Collateral Account or such Eligible Investments.

         Notwithstanding the above, each Lender may give the Servicer written
investment instructions from time to time with respect to Eligible Investments
provided by such Lender which such Lender desires to be acquired with its Pro
Rata Share (as to each Lender, its "Invested Share") of the funds available for
investment in the Cash Collateral Account, provided that (i) such Lender is
rated sufficiently to qualify such investments as Eligible Investments, (ii)
such Lender pays a minimum yield equal to the then applicable LIBOR Rate for the
corresponding Loan Interest Period on such Invested Share, and (iii) such
investments will commence on the beginning of such Loan Interest Period and
mature on the last day of such Loan Interest Period. In the absence of such
instructions from a Lender, the Servicer will direct the investment of such
Lender's Invested Share of such funds in such Eligible Investments as the
Servicer shall deem appropriate in its sole discretion. Funds available for
investment in the Cash Collateral Account in excess of the aggregate of the
Invested Shares of all Lenders will be invested in such Eligible Investments as
the Servicer shall deem appropriate in its sole discretion.

         (b) Without limiting any claim which the Trust, the Delaware Trustee,
the Owner Trustee, the Indenture Trustee, the Trust Depositor, the Servicer or
any other Lender may have against the instructing Lender, in no event shall the
Servicer have any responsibility or liability to the Trust, the Delaware
Trustee, the Owner Trustee, the Indenture Trustee, the Trust Depositor, the
Servicer or any other Lender or other Person for any direction given to the
Indenture Trustee (or other holder of the Cash Collateral Account) or other
action taken to the extent such direction is given or action is taken at the
written instruction of a Lender as provided in this Section 2.06. The Indenture
Trustee shall not be liable for investment losses on Eligible Investments
selected by the Servicer pursuant to this Section 2.06.




                                      -12-






<PAGE>


         (c) To the extent that a Lender's Invested Share of funds in the Cash
Collateral Account are invested in Eligible Investments issued by such Lender,
(i) such Lender shall retain the Investment Earnings due on such Eligible
Investments, which amounts shall be applied by such Lender to pay, and such
retention shall constitute (to the extent of such retention) a payment and
discharge of, accrued interest on the outstanding portion of the Loan of such
Lender as contemplated by Section 2.02 hereof, and (ii) on any date on which the
principal amount of the Loan from such Lender is to be repaid or prepaid as
provided in this Agreement from funds available therefor from the Cash
Collateral Account, such Lender shall be entitled to retain from any such
Eligible Investment the amount of such repayment or prepayment, which amount
shall be applied by such Lender to repay or prepay, and such retention shall
constitute a payment or prepayment of, such principal amount of such Loan. Each
Lender agrees that any retention under this Section 2.06(c) is merely an
administrative convenience and is not intended to change the amount of funds
that would otherwise be on deposit in the Cash Collateral Account and available
for the benefit of the Noteholders. Accordingly, each Lender agrees that such
retention shall only occur to the extent that funds which are intended to be
distributed to the Lenders in accordance herewith and which are the basis for a
retention, are actually available for such purpose and, if for any reason such
funds are not available, no Lender shall be entitled to retain any amounts with
respect thereto. To the limited extent provided in this subsection 2.06(c), each
Lender shall have a right of off-set against its Invested Share of funds in the
Cash Collateral Account and Investment Earnings thereon; provided that no
exercise of such right of off-set shall constitute a release or satisfaction of
such obligation, except to the extent so retained and applied.

         Section 2.07. Increased Costs.

         (a) Subject to the provisions of Section 2.09 relating to the
nonrecourse nature of the obligation to pay the Repayment Amount, if any
Regulatory Change after the date hereof (or, in the case of any assignee Lender,
after the effective date of the relevant Assignment Agreement) imposes, modifies
or holds applicable any reserve, deposit, capital adequacy, compulsory loan or
similar requirement against assets held by, deposits or other liabilities in or
for the account of, advances, loans or other extensions of credit by, or any
other acquisition of funds by, the Lending Office of such Lender; and the result
of the foregoing is to increase the cost to such Lender due to maintaining its
Loan or issuing Eligible Investments, or to reduce any amount receivable or
payment due hereunder in respect thereof then, and in any such case, after
submission by such Lender to the Owner Trustee, the Indenture Trustee, the Trust
Depositor and the Servicer (with a copy to the Agent) of a written request
therefor, the Servicer shall direct the Indenture Trustee in writing to, and, at
such direction, the Indenture Trustee shall, pay to such Lender, but only from
amounts which are then or thereafter become available pursuant to Section
2.02(c), (d) or (e), any additional amounts necessary to compensate such Lender
for such increased cost or reduced amount receivable. Any amounts required to be
paid pursuant to the preceding sentence shall be paid on the first Payment Date
that occurs at least 30 days following demand thereof and interest at the Loan
Rate shall accrue on any amount unpaid after such Payment Date.

         (b) Subject to the provisions of Section 2.09 relating to the
nonrecourse nature of the obligation to pay the Repayment Amount, if any Lender
shall have reasonably determined that any Regulatory Change after the date
hereof (or, in the case of any assignee Lender, after the





                                      -13-






<PAGE>


effective date of the relevant Assignment Agreement) regarding capital adequacy
has the effect of reducing the rate of return on such Lender's capital as a
consequence of its Commitment or its obligations hereunder, under its Loan, to a
level below that which such Lender or such corporation could have achieved but
for such Regulatory Change (taking into consideration such Lender's or such
corporation's policies with respect to capital adequacy) by an amount deemed by
such Lender to be material, then, from time to time, after submission by such
Lender to the Owner Trustee, the Indenture Trustee, the Trust Depositor and the
Servicer (with a copy to the Agent) of a written request therefor, the Servicer
shall direct the Indenture Trustee in writing to, and, at such direction, the
Indenture Trustee shall pay to such Lender, but only from amounts which are
then, or thereafter become, available pursuant to Section 2.02(c), (d) or (e),
such additional amount or amounts as will compensate such Lender for such
reduction. Any amounts required to be paid pursuant to the preceding sentence
shall be paid on the first Payment Date that occurs at least 30 days following
demand thereof and interest at the Loan Rate, shall accrue on any amount unpaid
after such Payment Date.

         (c) Each Lender agrees that it shall use its best efforts to take any
necessary actions, including, subject to applicable law and only if such change
will not alter, in a way deemed by such Lender to be material, its obligations
under this Agreement, designating a different Lending Office for its Loan, that
will avoid the need for, or reduce the amount of, any increased amounts referred
to in Section 2.07(a) or (b); provided that no such Lender shall be obligated to
take any actions that would, in the reasonable opinion of such Lender, be
unlawful or otherwise disadvantageous to such Lender or would result in any
unreimbursed cost or expense to such Lender which cost and expense would not
have been incurred but for such actions. If any increased amounts referred to in
Section 2.07(a) or (b) shall not be eliminated or reduced by the designation of
a different Lending Office or other actions taken by the affected Lender and
payment thereof hereunder shall not be waived by such Lender within 15 days
after the Trust Depositor shall have given written notice to such Lender and the
Agent of its intent to replace such Lender, the Trust Depositor shall have the
right to (A) request in writing that the Agent assist the Trust Depositor, and
the Agent hereby agrees upon receipt of such request to assist the Trust
Depositor, to obtain a replacement lender for such Lender that is acceptable to
the Trust Depositor or (B) itself seek to replace the Lender hereunder with a
new lender which is reasonably acceptable to the Agent; provided that (i) such
Lender shall not be replaced hereunder with a new lender until such Lender has
been repaid in full all amounts owed to it pursuant to this Agreement and (ii)
if the Lender to be replaced is the Agent, a replacement Agent shall have been
appointed by the remaining Lenders and the Agent to be replaced shall have been
paid all amounts owing to it as Agent pursuant to this Agreement; provided
further, that the Trust Depositor shall provide the Lender to be replaced with
an Officer's Certificate stating that such new lender has advised the Trust
Depositor that it is not then subject to, or has agreed not to seek, all or a
portion of such increased amounts. Subject to the provisions of this Section
2.07(c), each affected Lender hereby agrees to assign all of its rights and
obligations to such replacement Lender pursuant to an Assignment Agreement,
subject to payment in full of such affected Lender's Loan, together with all
accrued interest, fees and other amounts due to it hereunder (including amounts
due it under this Section 2.07).

         (d) Each Lender claiming increased amounts described in Section 2.07(a)
or (b) will furnish to the Trust Depositor, the Owner Trustee, the Indenture
Trustee and the Servicer an officer's certificate prepared in good faith setting
forth in reasonable detail the basis and





                                      -14-






<PAGE>


amount of each request by such Lender for any such increased amounts referred to
in Section 2.07(a) or (b). Determinations by a Lender of any increased amounts
referred to in Section 2.07(a) or (b) shall be (i) made without regard to any
Participations in its Loan sold by such Lender and as if such Lender held for
its own account the amount of the Loan so participated and (ii) prima facie
evidence of such increased costs.

         (e) Notwithstanding any provisions of this Agreement, any Lender (other
than a Lender which acquires its assignment directly from the initial Lender)
who has assumed the rights and obligations of another Lender shall not be
entitled to receive any greater payment under Section 2.07(a) or (b) or 2.08(b)
than such other Lender would have been entitled to receive with respect to the
rights and obligations so assigned if such Assignment shall have been made at a
time when the circumstances giving rise to such greater payment were in
existence, unless the Trust Depositor shall have consented in writing to such
Assignment in accordance with Section 8.09(b).

         (f) Failure on the part of any Lender to demand compensation for any
amount pursuant to Section 2.07(a) or (b) with respect to any period shall not
constitute a waiver of such Lender's right to demand compensation with respect
to such period; provided, however, that a Lender shall not be required to be
compensated for any such amount relating to any period ending, and of which such
Lender has had knowledge, more than six months prior to the date that such
Lender notifies the Servicer in writing thereof. Each Lender agrees to use its
reasonable efforts to notify the Servicer upon obtaining actual knowledge of any
increased amounts described in Section 2.07(a) or (b) incurred or to be incurred
by such Lender for which such Lender plans on seeking compensation pursuant to
Section 2.07(a) or (b); provided, however, that, subject to the proviso set
forth in the preceding sentence, failure to so notify the Servicer shall not
constitute a waiver of such Lender's right to demand such compensation, or
reduce the amount of such compensation that such Lender may demand.

         Section 2.08. Taxes.

         (a) The Trust Depositor and any successor Trust Depositor covenants and
agrees that for United States federal, state and local income and franchise tax
purposes (i) it is the beneficial owner of the Cash Collateral Account for tax
purposes and (ii) it will report Investment Earnings on the Cash Collateral
Account as its income and pay any tax thereon.

         (b) Subject to the provisions of Section 2.09 relating to the
nonrecourse nature of the obligation to pay the Repayment Amount, all payments
to the Agent and each Lender under this Agreement and in respect of the Loans
shall be made free and clear of, and without deduction or withholding for or on
account of, any present or future income, stamp or other taxes, levies, imposts,
duties, charges, fees, deductions or withholdings, now or hereafter imposed,
levied, collected, withheld or assessed by the United States or any political
subdivision or taxing authority thereof or therein, or by any taxing authority
in any jurisdiction from or through which the Servicer or the Indenture Trustee,
in each case on behalf of the Trust, effects any payment under this Agreement,
excluding, in the case of any Lender, income taxes and franchise taxes based on
the net income of the Lender or measured by income, gross receipts, assets or
capital of the Lender ("Income Taxes") imposed on such Lender by the taxing
authority of any jurisdiction where (i) such Lender is organized or
incorporated, (ii) such Lender's Lending





                                      -15-






<PAGE>


Office is located, (iii) such Lender's principal office or headquarters is
located or (iv) where such Lender is engaged in business otherwise than as a
result of this Agreement (all such non-excluded taxes, levies, imposts, duties,
charges, fees, deductions and withholdings being hereinafter called "Taxes").
Notwithstanding the foregoing, Taxes shall not include taxes or withholdings
attributable to amounts withheld under Code Section 1446. If any Taxes are
required to be withheld from any amounts payable to any Lender hereunder, after
submission by such Lender to the Indenture Trustee, the Owner Trustee, the Trust
Depositor and the Servicer (with a copy to the Agent) of a written request
therefor, the amounts so payable to such Lender shall be increased by the Trust
(the amount of such increase to be payable only to the extent funds are then or
thereafter available pursuant to Section 2.02(c), (d) or (e)) to the extent
necessary to yield to such Lender (after payment of all Taxes) interest or any
such other amounts payable hereunder at the rates or in the amounts specified in
this Agreement. Whenever any Taxes are payable by the Trust, as promptly as
possible thereafter the Servicer shall send to the Agent a certified copy of an
original official receipt received by the Trust and the Servicer showing payment
thereof. If the Trust (or the Servicer acting on behalf of the Trust) fails to
pay any Taxes when due to the appropriate taxing authority or fails to remit to
the Agent the required receipts or other required documentary evidence, the
Servicer shall request the Trust in writing to, and the Trust shall pay the
Agent or such Lender, as the case may be, but only to the extent funds are then
or thereafter become available pursuant to Section 2.02(c), (d) or (e), any
incremental taxes, interest or penalties that have or may become payable by the
Agent or such Lender as a result of any such failure. Notwithstanding the
foregoing or anything else contained herein to the contrary, no amounts shall be
paid pursuant to this subsection 2.08(b) to any Lender that is not created or
organized under the laws of the United States, any one of the states thereof or
the District of Columbia for any period with respect to which a Lender fails, or
has failed, to comply with the requirements of subsection 2.08(d).

         (c) Any Lender claiming amounts under Section 2.08(b) will furnish to
the Indenture Trustee, the Owner Trustee, the Trust Depositor and the Servicer
an officer's certificate prepared in good faith setting forth in reasonable
detail the basis and amount of each request by such Lender or the Agent, as the
case may be, for such amounts. In calculating amounts payable to a Lender or the
Agent pursuant to the second sentence of Section 2.08(b) arising from the
required withholding from amounts due to such Lender or the Agent hereunder,
such Lender or the Agent, as the case may be, shall take into account the amount
and the timing of its realization of any tax credits available to it with
respect to any such withholding which such Lender reasonably believes are
directly related to this Agreement. Determinations so made by a Lender or the
Agent, as the case may be, of any Taxes or other amounts referred to in Section
2.08(b) shall be (i), if such Lender is not the initial Lender, made without
regard to any Participations in the Loan sold by such Lender and as if such
Lender held for its own account the amount of the Loan so participated and (ii)
prima facie evidence of any amounts claimed under Section 2.08(b).

         (d) Each of the Lenders (including each of the assigned Lenders) that
was not created or organized under the laws of the United States, any one of the
states thereof or the District of Columbia, agrees that, prior to the date on
which the first interest payment hereunder is due thereto, it will deliver to
the Trust Depositor, the Servicer, the Agent and the Indenture Trustee two duly
completed copies of the United States Internal Revenue Service Form 4224 or Form
W-8ECI or, if the Lender is entitled to a complete exemption from withholding
tax pursuant to the applicable tax treaty, Form 1001 or W-8BEN, or in either
case successor




                                      -16-






<PAGE>


applicable or required forms, as the case may be, and such other forms and
information as may be required to confirm the availability of any applicable
exemption from United States federal, state or local withholding taxes. Each
Lender also agrees to deliver to the Trust Depositor, the Servicer, the Agent
and the Indenture Trustee two further copies of the said Form 4224 or Form
W-8ECI, such other applicable forms, or successor applicable forms or other
manner of certification, as the case may be, on or before the date that any such
form expires or becomes obsolete or after the occurrence of any event requiring
a change in the most recent form previously delivered by it hereunder and such
extensions or renewals thereof as may reasonably be requested by the Servicer,
unless in any such case an event (including any change in treaty, law or
regulation) as occurred prior to the date on which any such delivery would
otherwise be required which renders all such forms inapplicable or which would
prevent such Lender from duly completing and delivering any such form with
respect to it and such Lender so advises the Servicer. Each such Lender shall
certify (as of the Closing Date in the case of a Lender party hereto on such
date or as of the effective date of its Assignment Agreement in the case of a
Lender which became a Lender hereunder by Assignment) in the case of a Form
4224, Form W-8ECI, Form 1001 or Form W-8BEN, that it is entitled to receive
payments under this Agreement without deduction or withholding of any United
States federal income taxes. Notwithstanding any provision in this Agreement to
the contrary, the Servicer and Indenture Trustee shall be entitled to withhold
or cause such withholding without the requirement of any "gross-up" payment to
the Lenders pursuant to Section 2.08(b) in the event of a breach of these
certifications, representations and warranties or those set forth in Section
8.09(d) or Section 8.09(f).

         (e) Each Lender agrees that it shall use its best efforts to take any
necessary actions, including designating a different Lending Office for the
Loan, that will avoid the need for, or reduce the amount of, any amounts payable
to it for Taxes referred to in Section 2.08(b); provided that no such Lender
shall be obligated to take any actions that would, in the reasonable opinion of
such Lender, be unlawful or otherwise disadvantageous to such Lender or would
result in any unreimbursed cost or expense to such Lender, which cost and
expense would not have been incurred but for such actions. If any amounts
payable to a Lender for Taxes referred to in Section 2.08(b) shall not be
eliminated or reduced by the designation of a different Lending Office or other
actions taken by the affected Lender and payment thereof hereunder shall not be
waived by such Lender within 15 days after the Trust Depositor shall have given
written notice to such Lender and the Agent of its intent to replace such
Lender, the Trust Depositor shall have the right to (A) request in writing that
the Agent assist the Trust Depositor, and the Agent hereby agrees upon receipt
of such request to assist the Trust Depositor, to obtain a replacement lender
for such Lender that is acceptable to the Trust Depositor or (B) itself seek to
replace the Lender hereunder with a new lender which is reasonably acceptable to
the Agent; provided that (i) such Lender shall not be replaced hereunder with a
new lender until such Lender has been repaid in full all amounts owed to it
pursuant to this Agreement and (ii) if the Lender to be replaced is the Agent, a
replacement Agent shall have been appointed by the remaining Lenders and the
Agent to be replaced shall have been paid all amounts owing to it as Agent
pursuant to this Agreement; provided further, that the Trust Depositor shall
provide the Lender to be replaced with an officer's certificate stating that
such new lender has advised the Trust Depositor that it is not then subject to,
or has agreed not to seek, such amounts for Taxes. Subject to the provisions of
this Section 2.08(e), each affected Lender hereby agrees to assign all of its
rights and obligations to such replacement Lender pursuant to an Assignment
Agreement, subject to payment in full of





                                      -17-






<PAGE>


such affected Lender's Pro Rata Share of the Loan, together with all accrued
interest, fees and other amounts due to it hereunder (including amounts due it
under this Section 2.08).

         (f) Failure on the part of any Lender to demand compensation for any
amount pursuant to Section 2.08(b) with respect to any period shall not
constitute a waiver of such Lender's right to demand compensation with respect
to such period; provided, however, that a Lender shall not be required to be
compensated for any such amount relating to any period ending, and of which such
Lender has had knowledge, more than six months prior to the date that such
Lender notifies the Servicer in writing thereof. Each Lender agrees to use its
reasonable efforts to notify the Servicer upon obtaining actual knowledge of any
amounts described in Section 2.08(b) incurred or to be incurred by such Lender
for which such Lender plans on seeking compensation pursuant to Section 2.08(b);
provided, however, that, subject to the proviso set forth in the preceding
sentence, failure to so notify the Servicer shall not constitute a waiver of
such Lender's right to demand such compensation, or reduce the amount of such
compensation that such Lender may demand.

         Section 2.09. Nonrecourse and Recourse Obligations; Waiver of Setoff;
Obligations Absolute.

         (a) Notwithstanding any provision in any other Section of this
Agreement to the contrary, but subject to Section 2.09(b) below, the obligation
to repay the Repayment Amount shall be without recourse to the Trust Depositor,
CFUSA, in its individual capacity and as the Servicer, any Person acting on
behalf of either the Trust Depositor or the Servicer, the Trust, the Delaware
Trustee, the Owner Trustee, the Indenture Trustee, any Noteholder, any Equity
Certificateholder or any affiliate, officer or director of any of them, and the
obligation to pay the Repayment Amount shall be limited solely to the
application of Investment Earnings, Available Funds, Cash Collateral Account
Surplus, and other amounts payable in respect thereof required to be distributed
to the Lenders, as described in Section 2.02 hereof, and in the Indenture, and
all other amounts on deposit or to be deposited from time to time in the Cash
Collateral Account to the extent that such amounts are available for
distribution to the Lenders.

         (b) (i) The representations and warranties of the Trust Depositor and
CFUSA, in its individual capacity and as Servicer, made herein or in the Pooling
Agreement, the breach of which has a material adverse effect on any Lender, (ii)
the noncompliance by the Trust Depositor or CFUSA, in its individual capacity
and as Servicer, with the terms and provisions of this Agreement, the Pooling
Agreement or the Indenture, which noncompliance has a material adverse effect on
any Lender, and (iii) the amounts of any withdrawals from the Cash Collateral
Account, to the extent such amounts represent amounts which the Trust Depositor
or the Servicer were required to but failed to deposit in the Collection Account
in accordance with the Pooling Agreement or the Indenture, shall be with
recourse to CFUSA, in its individual capacity and as Servicer or the Trust
Depositor, as the case may be, but not to any successor to such Servicer;
provided, however, that the sole remedy against the Trust Depositor or CFUSA for
a breach of the representations and warranties in the Schedule of
Representations, in the Purchase and Sale Agreements or in Section 3.09 hereof
(to the extent relating to such Schedule of Representations) shall be limited to
the right to have CFUSA purchase the applicable Contracts pursuant to, and make
the deposits to the Collection Account, if any, required by, Section 7.06 of the
Pooling Agreement. Neither the Trust Depositor nor the Servicer shall be liable
for the representations or




                                      -18-






<PAGE>


warranties made by, or the acts or omissions of, any successor to the Trust
Depositor or a successor Servicer, except as provided herein and except that a
Trust Depositor that is also the Servicer or a successor Servicer may be liable
in its other capacity.

         (c) Each Lender agrees that it shall have no right of setoff or
banker's lien against the Trust Depositor, the Servicer, the Indenture Trustee,
the Delaware Trustee, the Owner Trustee, the Trust, CFUSA (in its individual
capacity), any Noteholder, any Equity Certificateholder or any affiliate,
officer or director of any of them or the Cash Collateral Account or any
Eligible Investments, in any such case with respect to the payment of the
Repayment Amount or with respect to any amount owing to any Lender, whether
arising hereunder or otherwise, and that any rights of setoff that such Lender
may have shall not affect its obligations hereunder except as provided in
Section 2.06(c) hereof.

         (d) Subject to and without limiting the foregoing provisions of this
Section 2.09, the obligations of the Trust, the Indenture Trustee, the Trust
Depositor, the Servicer and the Lenders under this Agreement shall be absolute,
unconditional and irrevocable and shall be performed strictly in accordance with
the terms of this Agreement, irrespective of any of the following circumstances:

              (i) any lack of validity or enforceability of this Agreement, any
     Purchase and Sale Agreement, the VFC Assignment, the Pooling Agreement, the
     Equity Certificate, the Notes, the Indenture or any other Transaction
     Documents;

              (ii) any amendment to or waiver of, or consent to departure from,
     this Agreement, any Purchase and Sale Agreement, the VFC Assignment, the
     Pooling Agreement, the Equity Certificate, the Notes, the Indenture or any
     other Transaction Documents unless agreed to by the Lenders pursuant to
     Section 8.01;

              (iii) the existence of any claim, setoff, defense or other right
     which the Trust Depositor, the Servicer, the Indenture Trustee, the
     Delaware Trustee, the Owner Trustee or the Trust may have at any time
     against each other, any beneficiary or any transferee of the Cash
     Collateral Account (or any Person for whom the Trust Depositor, the
     Servicer, the Indenture Trustee, the Owner Trustee, any such beneficiary or
     any such transferee may be acting), the Agent or any Lender (except in the
     case of the Agent or a Lender, any claim, setoff, defense or other right
     arising from the negligence, bad faith or willful misconduct of the Agent
     or such Lender), or any other Person, whether in connection with this
     Agreement, the Indenture, any Purchase and Sale Agreement, the Pooling
     Agreement, the Equity Certificate, the Notes, any other Transaction
     Documents any Eligible Investment or any unrelated transactions;

              (iv) the bankruptcy, insolvency, receivership or conservatorship
     of the Trust Depositor, the Servicer, the Indenture Trustee, the Delaware
     Trustee, the Owner Trustee, the Trust, CFUSA, any Originator, any
     Noteholder, any Equity Certificateholder, the Agent or any Lender;

              (v) any defense based on the failure of the Trust Depositor or the
     Trust to receive all or any part of the proceeds of the sale of the Notes
     or Equity Certificate; or





                                      -19-






<PAGE>


     the nonapplication or misapplication of amounts at any time on deposit in
     the Cash Collateral Account (other than, in the case of a Lender, a
     nonapplication or misapplication by such Lender);

              (vi) any statement or any other document presented in connection
     with the Cash Collateral Account proving to be forged, fraudulent, invalid
     or insufficient in any respect or any statement therein being untrue or
     inaccurate in any respect whatsoever; or

              (vii) any other circumstance or happening whatsoever, whether or
     not similar to any of the foregoing; provided, that in the case of the
     Agent or a Lender, the same shall not have constituted negligence, bad
     faith or willful misconduct on the part of the Agent or such Lender.

         Section 2.10. Indemnification.

         (a) Subject to the provisions of Section 2.09 relating to the
non-recourse nature of the obligation to pay the Repayment Amount, the Trust
agrees to indemnify and hold harmless, to the extent funds are available
therefor under subsections 2.02(c)(vii), 2.02(c)(viii), 2.02(d)(v), 2.02(d)(vi),
2.02(e)(v) and 2.02(e)(vi), the Agent and each Lender and any director, officer,
employee, or agent of such Lender (each such Person being an "Indemnitee") from
and against any and all claims, damages, losses, liabilities, costs or expenses
(including reasonable fees and expenses of counsel) whatsoever (other than
claims for payment of the Repayment Amount and costs, losses or payments covered
by Section 2.07 or 2.08) that any Indemnitee may incur (or that may be claimed
against any Indemnitee) by reason of or in connection with (x) the execution and
delivery or assignment of, or payment under, this Agreement or the Loans or (y)
the transactions contemplated hereby (including the withdrawal from and deposit
to the Cash Collateral Account of required amounts), except (i) to the extent
that any such claims, damages, losses, liabilities, costs or expenses shall be
caused by the willful misconduct, bad faith or gross negligence of the
Indemnitee or any related Indemnitee in performing its obligations under this
Agreement or the Loans, (ii) to the extent that any such claims, damages,
losses, liabilities, costs or expenses relate to Income Taxes or Taxes, (iii) to
the extent any such claims, damages, losses, liabilities, costs or expenses
relate to information provided to an assignee of a Lender by a Person other than
the Trust Depositor, the Servicer, the Indenture Trustee, the Delaware Trustee
or the Owner Trustee (unless such information was provided to such Person in
writing by the Trust Depositor, the Servicer, the Indenture Trustee or the Owner
Trustee for, or permitted in writing by such party to be used for, such
purpose), (iv) to the extent such costs or expenses are, in the good faith
judgment of the Indemnitee, ordinary expenses of routine administration incurred
by an Indemnitee hereunder or costs of an Indemnitee in effecting any Assignment
hereof or Participation herein, in each case to the extent such costs or
expenses are not specifically payable by the Trust Depositor or the Servicer
hereunder or (v) as provided in Section 8.04. Promptly after receipt by the
Agent or a Lender of notice of the commencement of any action, the Agent or such
Lender will, if a claim in respect thereof is to be made against the Trust,
under this Section 2.10(a), notify the Trust Depositor, the Delaware Trustee,
the Owner Trustee, the Indenture Trustee and the Servicer in writing of the
commencement thereof; but the omission so to notify the Trust Depositor, the
Delaware Trustee, the Owner Trustee, the Indenture Trustee and the Servicer will
not relieve the Trust from any liability which it may have




                                      -20-






<PAGE>


to the Agent or such Lender under this Section 2.10(a); provided, however, that
a Lender shall not be required to be compensated for any such amount relating to
any period ending, and of which such Lender has had knowledge, more than six
months prior to the date that such Lender notifies the Servicer in writing
thereof. Each Lender agrees to use its reasonable efforts to notify the Servicer
upon obtaining actual knowledge of any amounts described in this Section 2.10(a)
incurred or to be incurred by such Lender for which such Lender plans on seeking
compensation pursuant to this Section 2.10(a); provided, however, that, subject
to the proviso set forth in the preceding sentence, failure to so notify the
Servicer shall not constitute a waiver of such Lender's right to demand such
compensation, or reduce the amount of such compensation that such Lender may
demand.

         (b) Subject to the provisions of Section 2.09 relating to the
non-recourse nature of the obligation to pay the Repayment Amount, CFUSA, in its
individual capacity and as Servicer, agrees to indemnify and hold harmless each
Indemnitee from and against any and all claims, damages, losses, liabilities,
costs or expenses (including reasonable fees and expenses of counsel) whatsoever
(other than claims for payment of the Repayment Amount and costs, losses or
payments covered by Section 2.07 or 2.08) that any Indemnitee may incur (or that
may be claimed against any Indemnitee) on the same terms and conditions that
CFUSA has agreed to indemnify other parties pursuant to Section 11.12 of the
Pooling Agreement.

         (c) Each Lender agrees that it shall use its best efforts to take any
necessary actions, including designating a different Lending Office for the
Loan, that will avoid the need for, or reduce the amount of, any indemnity
payments referred to in Section 2.10(a); provided that no such Lender shall be
obligated to take any actions that would, in the reasonable opinion of such
Lender, be unlawful or otherwise disadvantageous to such Lender or would result
in any unreimbursed cost or expense to such Lender, which cost and expense would
not have been incurred but for such actions. If any indemnity amounts payable to
a Lender referred to in Section 2.10(a) shall not be eliminated or reduced by
the designation of a different Lending Office or other actions taken by the
affected Lender and payment thereof hereunder shall not be waived by such Lender
within 15 days after the Trust Depositor shall have given written notice to such
Lender and the Agent of its intent to replace such Lender, the Trust Depositor
shall have the right to (A) request in writing that the Agent assist the Trust
Depositor, and the Agent hereby agrees upon receipt of such request to assist
the Trust Depositor, to obtain a replacement lender for such Lender that is
acceptable to the Trust Depositor or (B) itself seek to replace the Lender
hereunder with a new lender which is reasonably acceptable to the Agent;
provided that (i) such Lender shall not be replaced hereunder with a new lender
until such Lender has been repaid in full all amounts owed to it pursuant to
this Agreement and (ii) if the Lender to be replaced is the Agent, a replacement
Agent shall have been appointed by the remaining Lenders and the Agent to be
replaced shall have been paid all amounts owing to it as Agent pursuant to this
Agreement; provided further, that the Trust Depositor shall provide the Lender
to be replaced with an officer's certificate stating that such new lender has
advised the Trust Depositor that it is not then subject to, or has agreed not to
seek, such indemnity amounts. Subject to the provisions of this Section 2.10(c),
each affected Lender hereby agrees to assign all of its rights and obligations
to such replacement Lender pursuant to an Assignment Agreement, subject to
payment in full of such affected Lender's Pro Rata Share of the Loan, together
with all accrued interest, fees and other amounts due to it hereunder (including
amounts due it under this Section 2.10).



                                      -21-






<PAGE>


         (d) Any Lender claiming amounts under Section 2.10(a) will furnish to
the Indenture Trustee, the Delaware Trustee, the Owner Trustee, the Trust
Depositor and the Servicer an officer's certificate prepared in good faith
setting forth in reasonable detail the basis and amount of each request by such
Lender or the Agent, as the case may be, for such amounts. Determinations by a
Lender, or the Agent, as the case may be, of any indemnity amounts referred to
in Section 2.10(a) shall be (i) made without regard to any Participations in the
Loan sold by such Lender and as if such Lender held for its own account the
amount of the Loan so participated and (ii) prima facie evidence of any amounts
claimed under Section 2.10(a).

                                  ARTICLE III

                         REPRESENTATIONS AND WARRANTIES
                            OF DEPOSITOR AND SERVICER

           In order to induce the Agent and the Lenders to enter into
this Agreement and to induce the Lenders to make their respective Loans
hereunder, each of the Trust Depositor and the Servicer, and with respect to
Sections 3.06, 3.09 and 3.11 and subsection 3.06(b), CFUSA in its individual
capacity, represents and warrants to the Lenders as follows:

         Section 3.01. Corporate Existence. The Trust Depositor is a limited
liability company and the Servicer is a corporation, each of which is validly
existing and in good standing under the laws of the State of Delaware, with full
corporate power and authority under such laws to own its properties and conduct
its business as such properties are presently owned and such business is
presently conducted and to execute, deliver and perform its obligations under
this Agreement, the Pooling Agreement, the Purchase and Sale Agreements, the
Underwriting Agreement, the Indenture and the other Transaction Documents to
which it is a party.

         Section 3.02. Corporate Authority. It has the corporate power,
authority and right to make, execute, deliver and perform this Agreement, the
Pooling Agreement, the Purchase and Sale Agreements, the Underwriting Agreement,
the Indenture, the other Transaction Documents to which it is a party and all
the transactions contemplated hereby and thereby and has taken all necessary
corporate action to authorize the execution, delivery and performance of this
Agreement, the Pooling Agreement, the Purchase and Sale Agreements, the
Underwriting Agreement, the Indenture and the other Transaction Documents to
which it is a party. Each of this Agreement, the Pooling Agreement, the Purchase
and Sale Agreements, the Underwriting Agreement, the Indenture and the other
Transaction Documents to which it is a party constitutes its legal, valid and
binding obligation, enforceable in accordance with its terms, subject to
applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent
transfer, receivership, conservatorship and other laws of general applicability
relating to or affecting creditors' rights in general. The enforceability of its
obligations under such agreements is also subject to general principles of
equity, regardless of whether such enforceability is considered in a proceeding
in equity or at law.

         Section 3.03. No Consents Required. No consent, license, approval or
authorization of, or registration with, any Governmental Authority is required
to be obtained in connection with its execution, delivery or performance of each
of this Agreement, the Pooling Agreement, the Purchase and Sale Agreements, the
Underwriting Agreement, the Indenture and




                                      -22-






<PAGE>


any other Transaction Documents to which it is a party that has not been duly
obtained and which is not and will not be in full force and effect on the
Closing Date, except such that may be required by the blue sky laws of any state
or consents, licenses, approvals or authorizations of, or registrations with,
any Governmental Authority that, individually or in the aggregate, would not
have a material adverse effect on the Trust Depositor's or the Servicer's, as
applicable, ability to perform its obligations under, or the validity or
enforceability of, this Agreement, the Pooling Agreement, the Purchase and Sale
Agreements, the Underwriting Agreement, the Indenture or any other Transaction
Documents to which it is a party.

         Section 3.04. No Violation. The execution, delivery and performance of
each of this Agreement, the Pooling Agreement, the Purchase and Sale Agreements,
the Underwriting Agreement, the Indenture and any other Transaction Documents to
which it is a party do not violate any provision of any existing law or
regulation applicable to it, any order or decree of any court or other judicial
authority to which it is subject, its articles of association or by-laws or any
mortgage, indenture, contract or other agreement to which it is a party or by
which it or any significant portion of its properties is bound (other than
violations of such laws, regulations, orders, decrees, mortgages, indentures,
contracts and other agreements that, individually or in the aggregate, would not
have a material adverse effect on the Trust Depositor's or the Servicer's, as
applicable, ability to perform its obligations under, or the validity or
enforceability of, this Agreement, the Pooling Agreement, the Purchase and Sale
Agreements, the Underwriting Agreement, the Indenture or any other Transaction
Documents to which it is a party).

         Section 3.05. No Proceeding. There is no litigation or administrative
proceeding before any court, tribunal or governmental body presently pending or,
to the knowledge of the Trust Depositor or the Servicer, threatened against the
Trust Depositor or the Servicer, as the case may be, with respect to this
Agreement, the Pooling Agreement, the Purchase and Sale Agreements, the
Underwriting Agreement, the Indenture, any other Transaction Documents to which
it is a party, the transactions contemplated hereby or thereby or the issuance
of the Notes or Equity Certificate that would have a material adverse effect on
the transactions contemplated by, or its ability to perform its obligations
under, this Agreement, the Pooling Agreement, the Purchase and Sale Agreements,
the Underwriting Agreement, the Indenture or any other Transaction Documents to
which it is a party.

         Section 3.06. Registration and Prospectus; Other Information. (a)
Neither the Registration Statement at the time it was declared effective, the
Prospectus as of its date, nor any post-effective amendment or supplement to the
Registration Statement or the Prospectus at the time it is filed with the
Commission and at the Closing Date: (i) contained or will contain any untrue
statement of a material fact or omitted or will omit to state any material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, it being understood that the
Registration Statement and Prospectus were prepared only in connection with the
offering of the Notes; or (ii) disclosed or will disclose the identity of the
Agent or any Lender except at the request of any regulatory body, or by the
order of any court or administrative agency.

         (b) (i) All financial and other written information provided by or on
behalf of CFUSA is true and correct, as of their respective dates, in all
material respects when read in conjunction with the Prospectus; and (ii) all
financial and other written information provided by





                                      -23-






<PAGE>


or on behalf of CFUSA to the initial Lender for use in connection with such
Lender's syndication of the Loans, is true and correct in all material respects.
For purposes of this Agreement, "written information" will include information
provided electronically on a computer disk, via electronic mail, or by any
similar means.

         Section 3.07. Trust Indenture Act; Investment Company Act. The Pooling
Agreement is not required to be qualified under the Trust Indenture Act of 1939
(as amended), the Trust is not required to be registered under the Investment
Company Act of 1940 (as amended) and the Indenture has been properly qualified
under the Trust Indenture Act of 1939, as amended.

         Section 3.08. No Event of Default or Servicer Termination Event. No
Event of Default with respect to the Notes or Servicer Termination Event has
occurred and is continuing, and no event, act or omission has occurred and is
continuing which, with the lapse of time, the giving of notice, or both, would
constitute such an Event of Default or Servicer Termination Event.

         Section 3.09. Representations and Warranties in Transaction Documents
and Regarding Repurchase Event. Its representations and warranties (i) in
Section 3.01 of the Pooling Agreement and Section 2 of the Underwriting
Agreement, (in the case of the Trust Depositor), or (ii) in Section 3.02 of the
Pooling Agreement and Section 2 of the Underwriting Agreement (in the case of
CFUSA, in its individual capacity or as Servicer, as the case may be) are true
and correct in all material respects as of the dates they were made (unless they
specifically refer to an earlier date in which case such representations and
warranties were true and correct in all material respects as of such earlier
date); and as of the date hereof and as of the Closing Date, no event exists
with respect to Contracts which obligated CFUSA to repurchase such Contracts
pursuant to Section 7.06 of the Pooling Agreement; provided, however, that the
sole remedy for a breach of the representations and warranties made in this
Section 3.09 shall be limited to the right to have CFUSA purchase the applicable
Contracts and make the deposits to the Collection Account to the extent required
in the Pooling Agreement.

         Section 3.10. Withdrawal From the Cash Collateral Account. The only
events which may give rise to a withdrawal from the Cash Collateral Account are
the circumstances described in the Pooling Agreement and in this Agreement.

         Section 3.11. Adverse Selection. No selection procedures adverse to the
Noteholders have been or will be used in selecting the Contracts from among the
lease and loan contracts owned and available for transfer by (i) CFUSA, at the
time of sale to the Trust Depositor to the Trust, or (ii) the Trust Depositor on
April 1, 2002 and on the Closing Date.

                                   ARTICLE IV

                              CONDITIONS PRECEDENT

         Sections 4.01 through 4.09 constitute conditions precedent to the
obligation of the Lenders to make their respective Loans on the Closing Date,
and Section 4.10 constitutes a




                                      -24-






<PAGE>


condition precedent to the obligation of the Trust Depositor, the Servicer, the
Trust and the Indenture Trustee to enter into this Agreement on the Closing
Date.

         Section 4.01. Representations and Warranties. On the Closing Date and
after giving effect to the making of the Loans and the issuance of the Notes and
the Equity Certificate, all representations and warranties of the Trust
Depositor and CFUSA, in its individual capacity and as Servicer, contained
herein or in the Pooling Agreement, the Indenture, the Purchase and Sale
Agreements, the Underwriting Agreement, any other Transaction Documents or
otherwise made in writing pursuant to any of the provisions hereof or thereof
shall be true and correct in all material respects with the same force and
effect as though such representations and warranties had been made on and as of
such date (unless such representations and warranties specifically relate to an
earlier date in which case such representations and warranties shall have been
true and correct in all material respects on such earlier date); provided,
however, that the sole remedy for a breach of all such representations and
warranties shall be limited to the right to have CFUSA purchase the applicable
Contracts and make the deposits to the Collection Account to the extent required
in the Pooling Agreement.

         Section 4.02. Transaction Agreements. The Agent shall have received
copies of each of the Pooling Agreement, the Indenture, the Underwriting
Agreement and any other Transaction Documents, duly executed by the parties
thereto.

         Section 4.03. Additional Documents. The Trust Depositor and the
Servicer, as the case may be, shall have furnished or caused to be furnished to
the Agent, on the Closing Date, executed copies of the opinions required by
Section 6 of the Underwriting Agreement and such additional opinions as may have
been required by any Rating Agency (in each case, addressed to the Agent on
behalf of the Lenders or accompanied by a letter providing that the Agent on
behalf of the Lenders may rely on such opinion as if it were directed to the
Lenders, and in form and substance satisfactory to the Agent and its counsel)
and such additional documents, instruments, certificates or letters as the Agent
may reasonably request.

         Section 4.04. Accountant's Letter. The Agent shall have received copies
of the executed letters of PricewaterhouseCoopers LLP delivered pursuant to
Section 6 of the Underwriting Agreement.

         Section 4.05. Note Issuance and Holdback Amount. Simultaneously with
the deposit of the proceeds of the Loans into the Cash Collateral Account (x)
the Notes shall have been duly executed and authenticated and delivered in
accordance with Section 2.02 of the Indenture and purchased by the underwriters
pursuant to the Underwriting Agreement, and (y) the Holdback Amount shall be
deposited into the Cash Collateral Account pursuant to the Underwriting
Agreement.

         Section 4.06. Secretary's Certificate. On the Closing Date, the Agent
shall have received from the Trust Depositor, the Servicer and each Originator a
certificate of the Secretary or an Assistant Secretary of the Trust Depositor
and the Servicer attaching copies of the articles of incorporation or
association, as applicable, and by-laws of the Trust Depositor and the Servicer
(as in effect on the Closing Date) and the resolutions of the Board of Directors
or the Executive Committee of the Board of Directors of the Trust Depositor and
the Servicer, certified




                                      -25-






<PAGE>


as of the Closing Date, authorizing the execution, delivery and performance of
the Pooling Agreement, the Indenture and this Agreement and as to the incumbency
of certain officers of the Trust Depositor and the Servicer authorized to
execute this Agreement and the documents required hereby.

         Section 4.07. Cash Collateral Account. On the Closing Date, the Agent
and the Trust shall have received satisfactory evidence of the establishment of
the Cash Collateral Account.

         Section 4.08. Ratings. On the Closing Date, the Agent shall have
received evidence reasonably satisfactory to the Agent that (i) the Class A-1
Notes have been rated in the highest rating category by Standard & Poor's,
Moody's and Fitch, (ii) the Class A Notes other than the Class A-1 Notes have
been rated AAA by Standard & Poor's, Aaa by Moody's and AAA by Fitch, (iii) the
Class B Notes have been rated no lower than "AA" by Standard & Poor's, "Aa3" by
Moody's and "AA" by Fitch, (iv) the Class C Notes have been rated no lower than
"A" by Standard & Poor's, "A2" by Moody's and "A" by Fitch, and (v) the Class D
Notes have been rated no lower than "BBB" by Standard & Poor's, "Baa3" by
Moody's and "BBB" by Fitch.

         Section 4.09. Agent Fees. On or prior to the Closing Date, the Trust
Depositor shall have paid the Agent the upfront fees separately agreed to by
them.

         Section 4.10. Legal Opinions. On the Closing Date, the Trust Depositor,
the Servicer, the Trust and the Indenture Trustee shall have received favorable
written opinions of New York and foreign counsel, as applicable, to each Lender,
in each case in form and substance reasonably satisfactory to the Trust
Depositor, the Indenture Trustee, the Trust and the Servicer to the effect that
this Agreement constitutes the valid and binding obligation of each Lender,
enforceable in accordance with its terms (subject to applicable bankruptcy,
reorganization, insolvency and similar laws, and to moratorium laws and other
laws affecting creditors' rights generally from time to time in effect and to
general principles of equity).

                                    ARTICLE V

                                    COVENANTS

         Each of the Trust Depositor and the Servicer (and, in the case of
Sections 5.01, 5.02 and 5.07, each of the Trust Depositor, the Servicer, and the
Indenture Trustee) covenants and agrees that, so long as any amount of the Loans
shall be outstanding or any monetary obligation arising hereunder is owing and
shall remain unpaid, unless the Required Lenders shall otherwise consent in
writing, the Trust Depositor or the Servicer (or, in the case of Sections 5.01,
5.02 and 5.07, the Indenture Trustee), as applicable, will:

         Section 5.01. Performance of Agreements. For the benefit of the
Lenders, perform on a timely basis each of their respective agreements,
warranties and indemnities under, and comply in all material respects with each
of the respective terms and provisions applicable to it in, the Pooling
Agreement, the Purchase and Sale Agreements, the Underwriting Agreements, the
Indenture and the other Transaction Documents.





                                      -26-






<PAGE>


         Section 5.02. Amendments to the Pooling Agreement, Purchase and Sale
Agreements and the Indenture. Not terminate (except in accordance with the terms
thereof or otherwise only if at the time of such termination, no Repayment
Amount or other amount payable to the Agent or the Lenders hereunder or under
the Indenture is unpaid), amend, waive or otherwise modify the Pooling
Agreement, the Purchase and Sale Agreements, the Indenture and the other
Transaction Documents without the prior written consent of the Required Lenders
unless (a) such amendment, waiver or modification shall not, as evidenced by an
Officer's Certificate delivered to the Agent, adversely affect in any material
respect the interests of the Lenders under this Agreement and (b) prior to the
effectiveness of any such amendment, waiver or modification the Rating Agencies
shall confirm in writing that the rating of the Notes will not be lowered or
withdrawn as a result of such amendment, waiver or modification.

         Section 5.03. Certificates. Furnish to the Agent a copy of each
certificate, report, statement, notice or other communication (in addition to
those referred to in Section 5.09) furnished by or on behalf of the Trust
Depositor or the Servicer to the Noteholders, the Owner Trustee, the Indenture
Trustee or any Rating Agency concurrently therewith and furnish to the Agent
promptly after receipt thereof a copy of each notice, demand or other
communication received by or on behalf of the Trust Depositor or the Servicer
with respect to the Notes, this Agreement, the Pooling Agreement, the Purchase
and Sale Agreements, the Indenture and the other Transaction Documents.

         Section 5.04. Monthly Status Reports. Furnish to the Agent, on a
monthly basis on each Payment Date, a monthly report in the form of Exhibit B
hereto (which report shall have attached thereto a copy of the Servicer's
Certificate delivered pursuant to the Pooling Agreement for the related
Collection Period) and such other information with respect to the Trust's
property as the Agent may reasonably request (including a copy of the monthly
statements with respect to the Cash Collateral Account furnished by the holder
thereof (if other than the Trust Depositor, the Servicer or an Affiliate
thereof) and information relating to the source and amount of any prepayment of
the Loans pursuant to Section 2.02(c) or (d)).

         Section 5.05. Default. Furnish to the Agent, promptly after the
occurrence of any Servicer Termination Event or Event of Default, a certificate
of an appropriate officer of the Servicer setting forth the circumstances of
such Servicer Termination Event or Event of Default, and any action taken or
proposed to be taken with respect thereto.

         Section 5.06. Timely Payments. Timely make all payments, deposits or
transfers, and give all instructions to transfer, required to be made by it
under the Indenture and the Pooling Agreement.

         Section 5.07. Successor Indenture Trustee. Not appoint (or cause to be
appointed) a successor Indenture Trustee without the prior written consent of
the Agent (which consent shall not be unreasonably withheld) except as permitted
hereunder and by the Indenture.

         Section 5.08. Inspection. Afford the Agent and each Lender reasonable
access once in any twelve-month period upon 10 days' notice, during normal
business hours and at the expense of the Agent or such Lender, as the case may
be, to all records maintained by the Trust Depositor or the Servicer relating to
the Contracts (other than names of obligors, and strategic





                                      -27-






<PAGE>


plans for the Trust Depositor's and Servicer's business) for purposes of
inspection, to which inspection the Trust Depositor and Servicer by their
execution of this Agreement hereby consent; provided that if an Event of Default
has occurred and is continuing, the Trust Depositor or the Servicer, as
applicable, shall provide, upon five days' notice, the Agent and each Lender
reasonable access to such records during normal business hours as the Agent
shall specify in writing to the Trust Depositor or the Servicer, as applicable.

         Section 5.09. Periodic Reports of the Accountants. Furnish to the
Agent, upon request, (a) a copy of each annual servicing report of independent
public accountants received by the Indenture Trustee from the Servicer pursuant
to Section 9.04 of the Pooling Agreement and (b) a copy of any other data
furnished to the Indenture Trustee pursuant to Section 9.03 of the Pooling
Agreement.

         Section 5.10. Other Actions. Execute and deliver to the Agent all such
documents and instruments and do all such other acts and things as may be
necessary or reasonably required by the Agent, the Lenders, the Trust or the
Indenture Trustee to enable the Indenture Trustee, the Trust, the Agent or the
Lenders to exercise and enforce their respective rights under this Agreement,
the Pooling Agreement, the Purchase and Sale Agreements, the Indenture, and
other Transaction Documents and to realize thereon, and the Trust Depositor at
the expense of the Agent shall record and file and re-record and refile all such
documents and instruments, at such time or times, in such manner and at such
place or places, as may be necessary or reasonably required by the Indenture
Trustee, the Trust or the Agent to validate, preserve, perfect and protect the
position of the Indenture Trustee, the Trust or the Lenders under this
Agreement, the Pooling Agreement, the Purchase and Sale Agreements, the
Indenture, and other Transaction Documents and the Trust Depositor and the
Servicer shall maintain each of such agreements as part of its official records.

         Section 5.11. Trust Depositor Financial Information; Other Information.
Furnish to the Lenders (a) promptly when publicly available, such publicly
available financial information as to the Trust Depositor and the Servicer as
such Lenders may reasonably request and (b) such information with respect to the
Contracts as such Lenders may reasonably request (other than names of obligors
and strategic plans for the Trust Depositor's lending business or other such
confidential information).

         Section 5.12. Lenders' Identities. Maintain as confidential and not
disclose to any Person (other than any officer, employee or representative of a
party hereto, any underwriter under the Underwriting Agreement or a Rating
Agency, or in connection with any filing under the applicable UCC which lists
the Agent or any Lender (or the Owner Trustee or the Indenture Trustee on their
behalf) as secured parties) the identity of the Agent or any Lender as
enhancement provider under this Agreement, except as the Agent or such Lender
may have consented to in writing prior to any proposed disclosure or except as
the Trust Depositor and/or the Servicer may have been advised by counsel is (i)
required by law or (ii) reasonably necessary or desirable in connection with any
lawsuit or governmental investigation or proceeding.






                                      -28-






<PAGE>

                                   ARTICLE VI

                          REPRESENTATIONS AND WARRANTIES
                          AND AGREEMENTS OF THE LENDERS

         Section 6.01. Representations and Warranties of the Lenders. Each
Lender represents and warrants to the Indenture Trustee, the Delaware Trustee,
the Owner Trustee, the Trust Depositor and the Servicer, that:

         (a) such Lender is duly authorized to enter into and perform this
Agreement and has duly executed and delivered this Agreement;

         (b) this Agreement constitutes the legal, valid and binding obligation
of such Lender, enforceable in accordance with its terms, subject to bankruptcy,
insolvency, reorganization, moratorium, conservatorship, receivership and other
laws now or hereafter in effect relating to, or affecting generally, the
enforcement of creditors' rights and remedies as the same may be applied in the
event of the bankruptcy, insolvency, reorganization, conservatorship,
receivership or liquidation or a similar event of such Lender or a moratorium
applicable to the Lender and to general principles of equity (regardless of
whether such enforceability is considered in a proceeding at law or in equity);

         (c) no consent or approval of or other action by any Governmental
Authority having jurisdiction over the Lender is required in connection with the
execution, delivery or performance by such Lender of this Agreement;

         (d) either (i) it is properly classified as, and will remain classified
as, a "corporation" as described in Code Section 7701(a)(3) and is not, and will
not become, an "S corporation" under Code Section 1361, or (ii) neither (x) 40%
or more of the value of any beneficial owner's interest in the Lender is
attributable to the Lender's Loan nor (y) its acquisition of the Loan is for the
purpose of permitting the Trust to avoid the 100-partner limitation of Treasury
Regulation Section 1.7704-1(h)(3)(ii) in the event the Trust is characterized as
a partnership for federal income tax purposes; and

         (e) the execution, delivery and performance of each of this Agreement
and any other Transaction Documents to which it is a party do not violate any
provision of any existing law or regulation applicable to it, any order or
decree of any court or other judicial authority to which it is subject, its
articles of association or by-laws or any mortgage, indenture, contract or other
agreement to which it is a party or by which it or any significant portion of
its properties is bound (other than violations of such laws, regulations,
orders, decrees, mortgages, indentures, contracts and other agreements that,
individually or in the aggregate, would not have a material adverse effect on
such Lender, its ability to perform its obligations under, or the validity or
enforceability of, this Agreement or any other Transaction Documents to which it
is a party).




                                      -29-






<PAGE>


                                  ARTICLE VII

                                   [RESERVED]

                                  ARTICLE VIII

                                  MISCELLANEOUS

         Section 8.01. Amendments and Waivers. This Agreement shall not be
amended, waived or modified without the written consent of the Trust Depositor,
the Servicer, the Trust, the Indenture Trustee and the Required Lenders. The
Servicer shall provide to each of the Rating Agencies a copy of any amendment
prior to the effectiveness thereof.

         Section 8.02. Cash Collateral Account Withdrawal Statement. If the
Termination Date shall have occurred and the Lenders have not been repaid in
full, the Trust Depositor or the Servicer shall provide the Agent with a
description of the events giving rise to each withdrawal from the Cash
Collateral Account (in the case of the Servicer, only while acting in such
capacity) in such detail as the Agent may reasonably request and with such
additional background information and data with respect thereto as the Agent may
reasonably request and the Trust Depositor or the Servicer can reasonably
supply.

         Section 8.03. Servicing Transfer.

         (a) If a Servicing Transfer occurs under the Pooling Agreement, from
and after the effective date of such Servicing Transfer, the successor Servicer
appointed pursuant to the Pooling Agreement, and not the replaced Servicer,
shall be responsible for the performance of all servicing functions to be
performed from and after such date. Such Servicing Transfer shall not affect any
rights or obligations of the replaced Servicer under this Agreement that arose
prior to the effective date of the Servicing Transfer or the rights or
obligations of the replaced Servicer under this Agreement, including under
Sections 2.02(c), (d) and (e), Section 2.06, Section 2.09 and Article V (in the
case of Sections 5.03, 5.04 or 5.09 under Article V, excluding any documents
received by any successor Servicer other than the Trust Depositor and also
excluding any documents received by the Trust Depositor from the successor
Servicer), this Section 8.03 or Section 8.04 whether arising before or after
such date, except to the extent that an obligation to indemnify the Agent or the
Lenders under Section 2.10(c) arises as a result of any act or failure to act of
any successor Servicer in the performance of the servicing functions. At the
time of any transfer of the servicing functions to a successor Servicer, such
successor Servicer shall furnish to the Agent copies of its annual financial
statements (which financial statements shall be audited, if available) or, if
such successor Servicer is a national banking association, copies of its call
reports for each of the last three fiscal years.

         (b) Subject to Sections 2.09 and 8.03(a), any successor Servicer, by
accepting its appointment pursuant to the Pooling Agreement, (i) shall agree to
be bound by the terms, covenants and conditions contained herein applicable to
the Servicer and to be subject to the duties and obligations of the Servicer
hereunder, (ii) as of the date of its acceptance, shall be deemed to have made
with respect to itself the representations and warranties made by the Servicer
in Sections 3.01 through 3.05 hereof (in the case of Section 3.01 with
appropriate





                                      -30-






<PAGE>


factual changes) and (iii) shall agree on a recourse basis to indemnify and
hold harmless any Indemnitee from and against any and all claims, damages,
losses, liabilities, costs or expenses (including the fees and expenses of
counsel) whatsoever that such Indemnitee may incur (or which may be claimed
against such Indemnitee) by reason of the negligence or willful misconduct of
such successor Servicer in exercising its powers and carrying out its
obligations under the Pooling Agreement, the Indenture or this Agreement.

         Section 8.04. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT
GIVING EFFECT TO ITS CONFLICT OF LAW PROVISIONS.

         Section 8.05. No Waiver. Except as specifically provided herein,
neither any failure nor any delay on the part of any party in exercising any
right, power or privilege hereunder shall operate as a waiver thereof, nor shall
a single or partial exercise thereof preclude any other or further exercise or
the exercise of any other right, power or privilege.

         Section 8.06. Severability. In case any one or more of the provisions
contained in this Agreement should be invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein shall not in any way be affected or impaired thereby. The
parties shall endeavor in good faith negotiations to replace the invalid,
illegal or unenforceable provisions with valid provisions the economic effect of
which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.

         Section 8.07. Termination. This Agreement shall remain in full force
and effect until the later of (a) the payment of the Repayment Amount and (b)
the Termination Date. The provisions of Sections 2.02(f), 2.07, 2.08, 2.09,
2.10, 8.04, 8.10, 8.17 and 8.19 shall survive the termination of this Agreement.

         Section 8.08. Successors and Assigns; Assignments.

         (a) This Agreement shall be binding upon, and inure to the benefit of,
the Lenders, the Trust, the Indenture Trustee, the Trust Depositor, the Servicer
and their respective successors and permitted assigns (other than Participants);
provided that neither the Servicer nor the Trust Depositor may assign any of its
rights or obligations hereunder (by operation of law or otherwise) without the
prior written consent of the Lenders except as otherwise provided herein or in
the Pooling Agreement; and provided further, that no assignment permitted
hereunder shall relieve the Trust Depositor or the Servicer, as applicable, from
any of their respective obligations arising hereunder prior to such assignment
(including obligations with respect to breaches of representations and
warranties made herein).

         (b) Subject to the other provisions of this Agreement, each Lender may
at any time sell, assign or otherwise transfer (each, an "Assignment") to any
assignee (upon such assignment, a "Lender") all or part of the obligations due
to it in respect of its Loan and its rights and obligations under this
Agreement; provided that (i) if a partial assignment of the assignor Lender's
interest in the Loan, the minimum amount of such assignment of the Loan shall be
$1,000,000, (ii) such assignee Lender shall have entered into an Assignment
Agreement in the form of Exhibit A, pursuant to which such assignee Lender has
agreed in writing to assume the




                                      -31-






<PAGE>


rights and obligations of the assignor Lender (to the extent of such
Assignment), (iii) such assignee Lender shall, upon the request of the Trust
Depositor, provide the Indenture Trustee, the Servicer and the Trust Depositor
(prior to the effective date of its Assignment Agreement) with an opinion of
counsel reasonably satisfactory to the Indenture Trustee and the Trust
Depositor, as to the enforceability of this Agreement and the Assignment
Agreement with respect to such assignee Lender, (iv) such assignee Lender shall
comply with Section 8.08(d) and shall have delivered to the Indenture Trustee,
prior to the effectiveness of such Assignment, an executed copy of an agreement
under which such assignee Lender has made the representations, warranties and
covenants required to be made pursuant to such Section and Section 2.08(d), (v)
such assignee Lender shall have entered into a Confidentiality Agreement
substantially in the form of Exhibit C, and (vi) if Section 2.08(d) applies to
such assignee Lender, such assignee Lender and the Agent shall provide the forms
described in Section 2.08(d) in the manner described therein. The Servicer shall
notify each Rating Agency of each Assignment of which it has received notice.

         (c) Each assignee Lender shall comply with the applicable provisions of
Section 2.08(d).

         (d) Each Lender agrees with the Trust Depositor that: (a) such Lender
will deliver to the Trust Depositor on or before the effective date of any
Participation or Assignment a letter in the form attached hereto as Exhibit A,
executed by such Lender, in the case of an Assignment, or by the Participant, in
the case of a Participation, with respect to the purchase by such Lender or
Participant of a portion of the Pro Rata Share and (b) all of the statements
made by such Lender in such letter shall be true and correct as of the date
made.

         (e) Each Lender may assign and pledge all or a portion of its rights
hereunder (including any rights to repayment of its Pro Rata Share of the Loans
and any interest thereon) to any Federal Reserve Bank as collateral to secure
any obligation of such Lender to such Federal Reserve Bank. In the event of an
assignment or pledge in accordance with the foregoing, such Lender shall not
have assigned, and the Federal Reserve Bank shall not be liable for, any
obligations of such Lender under this Agreement. Such assignment may be made at
any time without notice or other obligation with respect to the assignment.

         (f) Any Lender may at any time grant to any person a participation
(each, a "Participation") in all or part (but not less than $1,000,000) of its
Commitment and its Pro Rata Share, and its rights under this Agreement (each
such Person, a "Participant"); provided, however, that such Participation shall
be void, unless such Participant shall comply with the applicable provisions of
Section 8.08(d) and such Lender shall have delivered to the Indenture Trustee,
the Servicer and the Trust Depositor prior to the effectiveness of its
Participation, a copy of an agreement under which such Participant has made the
representations, warranties and covenants required to be made pursuant to such
Section substantially in the form attached hereto as Exhibit A. Each Lender
hereby acknowledges and agrees that any such disposition will not alter or
affect in any way whatsoever such Lender's direct obligations hereunder and that
none of the Indenture Trustee, the Delaware Trustee, the Owner Trustee, the
Trust Depositor, the Servicer nor the Agent shall have any obligation to, have
any communication or relationship whatsoever with, or liability whatsoever to,
any Participant of such Lender in connection with this Agreement; provided,
however, the Trust shall be obligated to reimburse such Participant for




                                      -32-







<PAGE>


all amounts under Sections 2.07, 2.08 and 2.10 as if such Participant were a
Lender hereunder, but with respect to Participations made by Lenders other than
the initial Lender, only in an amount not in excess of the amounts that would
have been owing thereunder to each such other Lender that shall have granted
such Participation had such Participation not been granted. Each Lender shall
promptly notify the Agent (which shall promptly notify the Trust Depositor) in
writing of the identity and interest of each Participant upon any such
disposition. In granting any Participation, the Lender certifies, represents and
warrants that (i) such Participant is entitled to (x) receive payments with
respect to its Participation without deduction or withholding of any United
States federal income taxes and (y) an exemption from United States backup
withholding tax, (ii) if Section 2.08(d) applies to such Participant, as if it
were a Lender, prior to the date on which the first interest payment is due to
the Participant, such Lender will receive and provide to the Agent, and the
Agent will provide to the Servicer and Indenture Trustee, the forms described in
Section 2.08(d) as though the Participant were a Lender, (iii) such Participant
shall have entered into a Confidentiality Agreement substantially in the form of
Exhibit C, and (iv) such Lender and Agent similarly will provide subsequent
forms as described in Section 2.08(d) with respect to such Participant as though
it were a Lender.

         (g) Any Lender shall have the option to change the office of such
Lender at which its Commitment or Pro Rata Share of the Loan is maintained,
provided that such Lender shall have prior to such change in office complied
with the provisions of Section 2.08(d) as such provisions relate to withholding
taxes and provided further, that such Lender shall not be entitled to any
amounts otherwise payable under Section 2.07 or Section 2.08 resulting solely
from such change in office unless such change in office was mandated by
applicable law or by such Lender's compliance with the provisions of Section
2.07(c) or Section 2.08(e).

         Section 8.09. Notices.

         (a) All notices and other communications provided for hereunder shall
be in writing and, if to the Trust Depositor, the Servicer, the Delaware
Trustee, the Owner Trustee, or the Indenture Trustee either mailed or delivered
to it, or sent by facsimile transmission, addressed to it or sent as set forth
in the Pooling Agreement or the Indenture, or if to the Agent, mailed or
delivered to it, or sent by facsimile transmission, to it at 1 CIT Drive,
Livingston, New Jersey 07039, Attention: General Counsel (with a copy to the
attention of the Treasurer), (telecopy no. (973) 740-5000), or, if to any other
party, as such party may direct in a written notice to the other parties. All
such notices and other communications shall be effective if personally
delivered, upon delivery to the aforesaid address, if mailed, five days after
the date of mailing, addressed as aforesaid or, if sent by facsimile
transmission, when sent (receipt confirmed). Any party hereto may change the
address to which notices to it are to be sent by notice given to the other
parties hereto.

         (b) Written notice of payments to the Agent under this Agreement shall
be given to the Agent by facsimile transmission stating that a transfer of
immediately available funds has been made to the Agent, identifying the
particular Loan, the amount paid and stating the Federal wire transfer
confirmation number of such wire transfer. Unless otherwise directed by the
Agent, all payments to the Agent shall be made to it directly in federal funds
as follows:






                                      -33-






<PAGE>


         Pay To: NCT Funding Company, L.L.C.
                 JP Morgan Chase
                 021-000-021
                 323-946151
                 CIT Equipment Collateral 2002-VT1

         Section 8.10. Survival of Representations and Warranties. All
representations and warranties made hereunder and in any document, certificate
or statement delivered pursuant hereto or in connection herewith shall survive
the execution and delivery of this Agreement.

         Section 8.11. Exclusive Benefit. The rights and remedies of the Agent
and the Lenders specified herein are for the sole and exclusive benefit, use and
protection of the Agent and the Lenders, and the Agent and the Lenders are
entitled, but shall have no duty or obligation to the Trust Depositor, the
Servicer, the Delaware Trustee, the Owner Trustee, the Indenture Trustee, any
Noteholder or Equity Certificateholder or otherwise, (a) to exercise or to
refrain from exercising any right or remedy reserved to the Agent and the
Lenders hereunder or (b) to cause the Indenture Trustee or any other party to
exercise or to refrain from exercising any right or remedy available to it.

         Section 8.12. Limitation of Remedies. Subject to the Lenders' right to
partial prepayment pursuant to Section 2.02(c) and (d), the Lenders shall not
have the right to cause the Loan or any portion thereof to become due and
payable prior to the Termination Date.

         Section 8.13. Counterparts. This Agreement may be executed in any
number of copies, and by the different parties hereto on the same or separate
counterparts, each of which shall be deemed to be an original instrument.

         Section 8.14. Previous Agreements. Any previous agreement among the
parties with respect to the subject matter hereof is superseded by this
Agreement.

         Section 8.15. Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS AGREEMENT. Each party hereto (a) certifies that
no representative, agent or attorney of any other party has represented,
expressly or otherwise, that such other party would not, in the event of
litigation, seek to enforce the foregoing waiver and (b) acknowledges that it
and the other parties hereto have been induced to enter into this Agreement by,
among other things, the mutual waivers and certifications in this Section 8.15.

         Section 8.16. Headings. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement and are not to affect the construction of, or to be taken into
consideration in interpreting, this Agreement.

         Section 8.17. Jurisdiction; Consent to Service of Process. To the
fullest extent permitted by applicable law, each of the Trust Depositor, the
Servicer, the Lenders, the Trust and the Indenture Trustee (a) hereby
irrevocably and unconditionally submits, for itself and its property, to the
nonexclusive jurisdiction of any New York State court or federal court of the
United States of America sitting in New York City, and any appellate court from
any thereof, in





                                      -34-






<PAGE>


any action or proceeding arising out of or relating to this Agreement, or for
recognition or enforcement of any judgment and (b) agrees that a final judgment
in any such action or proceeding shall be conclusive and may be enforced in
other jurisdictions by suit on the judgment or in any other manner provided by
law. Nothing in this Agreement shall affect any right that a party may otherwise
have to bring any action or proceeding relating to this Agreement against any
other party or its respective properties in the court of any jurisdiction.

         Section 8.18. Bankruptcy. To the extent that the Indenture Trustee, the
Servicer or the Trust Depositor makes a payment to the Agent or the Lenders or
the Agent or the Lenders receive any payment or proceeds with respect to the
Repayment Amount or any other amount payable in connection with this Agreement,
which payment or proceeds or any part thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside or required to be repaid to
a trustee, receiver or any other party under any bankruptcy law, state or
federal law, common law or equitable cause, then, to the extent such payment or
proceeds are set aside, the Repayment Amount or any other amount payable in
connection with this Agreement or part or parts thereof intended to be satisfied
shall be revived and continue in full force and effect, as if such payment or
proceeds had not been received by the Agent or the Lenders.

         Section 8.19. Nonpetition Agreements; Rights in Trust Property.

         (a) Notwithstanding any prior termination of this Agreement neither the
Agent nor any Lender shall acquiesce, petition or otherwise invoke or cause the
Trust or the Trust Depositor to invoke the process of any Governmental Authority
for the purpose of commencing or sustaining a case against the Trust or the
Trust Depositor under any federal or state bankruptcy, insolvency or similar law
or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator
or other similar official of the Trust or the Trust Depositor or any substantial
part of their respective property or ordering the winding up or liquidation of
the affairs of the Trust or the Trust Depositor. The Agent and Lenders
acknowledge that the Trust Depositor and the Trust are each legal entities
separate from any other entity and that the Noteholders have relied on such
separateness, and the Agent and Lenders agree, which agreement shall be
enforceable by the Noteholders at law or through an action for specific
performance, not to seek or support the substantive consolidation of the Trust
Depositor or the Trust with any other entity as long as the Notes remain
outstanding.

         (b) Notwithstanding anything contained in this Agreement to the
contrary, the Lenders and the Agent agree that regardless of any termination of
this Agreement or other provision of this Agreement, neither the Agent nor the
Lenders shall have any rights in or to the amounts on deposit in the Cash
Collateral Account or any other Trust Assets or the Trust Estate except as
expressly provided in the Indenture.

         Section 8.20. Agent.

         (a) Each Lender hereby irrevocably appoints and authorizes the Agent to
act as its agent hereunder with such powers as are specifically delegated to the
Agent by the terms of this Agreement, together with such other powers as are
reasonably incidental thereto. The Agent (which term as used in this Section and
in Section 8.20(d) and the first sentence of Section 8.20(e) shall include
reference to its affiliates and its own and its affiliates' officers, directors,





                                      -35-






<PAGE>


employees and agents): (i) shall have no duties or responsibilities except those
expressly set forth in this Agreement, and shall not by reason of this Agreement
be a trustee for any Lender; (ii) shall not be responsible to any Lender for any
recitals, statements, representations or warranties contained in this Agreement,
or in any certificate or other document referred to or provided for in, or
received by any of them under, this Agreement or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
the Pooling Agreement, the Purchase and Sale Agreements, the Indenture or any
other Transaction Documents or any other document referred to or provided for
herein or therein or for any failure by the Trust Depositor, the Servicer, the
Delaware Trustee, the Owner Trustee, the Indenture Trustee or any other Person
to perform any of its obligations hereunder or thereunder; (iii) shall not be
required to initiate or conduct any litigation or collection proceedings
hereunder or under the Pooling Agreement, the Purchase and Sale Agreements, the
Indenture or any other Transaction Documents; and (iv) shall not be responsible
for any action taken or omitted to be taken by it hereunder or under any other
document or instrument referred to or provided for herein or therein or in
connection herewith or therewith, except for its own gross negligence or willful
misconduct.

         (b) The Agent shall be entitled to rely upon any certification, notice
or other communication (including any thereof by telephone, telecopy, telex,
telegram or cable) reasonably believed by it to be genuine and correct and to
have been signed or sent by or on behalf of the proper Person or Persons, and
upon advice and statements of legal counsel, independent accountants and other
experts selected by the Agent. As to any matters not expressly provided for by
this Agreement, the Agent shall in all cases be fully protected in acting, or in
refraining from acting, hereunder or under the Pooling Agreement, the Indenture
or any other Transaction Documents in accordance with instructions of the
Required Lenders, and such instructions of the Required Lenders and any action
taken or failure to act pursuant thereto shall be binding on all of the Lenders.

         (c) The Agent, if it is a Lender hereunder, shall have the same rights
and powers hereunder as any other Lender and may exercise the same as though it
were not acting as the Agent, and in such event the term "Lender" or "Lenders"
or "Lenders" or "Required Lenders" shall, unless the context otherwise
indicates, include the Agent in its individual capacity.

         (d) The Lenders agree to indemnify the Agent (to the extent not
reimbursed under Section 2.10 or 8.04, but without limiting the obligations of
the Trust Depositor or the Servicer or the Trust under said Section 2.10 or
8.04) ratably in accordance with each Lender's Pro Rata Share, for any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind and nature whatsoever which may be
imposed on, incurred by or asserted against the Agent in any way relating to or
arising out of this Agreement or any other documents contemplated by or referred
to herein or therein or the transactions contemplated hereby (excluding normal
administrative costs and expenses incident to the performance of its agency
duties hereunder) or the enforcement of any of the terms hereof or of any such
other documents; provided that no Lender shall be liable for any of the
foregoing to the extent they arise from the gross negligence or willful
misconduct of the party to be indemnified.





                                      -36-






<PAGE>



         (e) Each Lender agrees that it has, independently and without reliance
on the Agent or any other Lender, and based on such documents and information as
it has deemed appropriate, made its own credit analysis of and the decision to
enter into this Agreement and that it will, independently and without reliance
upon the Agent or any other Lender, and based on such documents and information
as it shall deem appropriate at the time, continue to make its own analysis and
decisions in taking or not taking action under this Agreement or the Pooling
Agreement, the Indenture or any other Transaction Documents. The Agent shall not
be required to keep itself informed as to the performance or observance by the
Trust Depositor, the Servicer, the Delaware Trustee, the Owner Trustee or the
Indenture Trustee of this Agreement or the Pooling Agreement, the Indenture or
any other Transaction Documents.

         (f) Except for actions expressly required of the Agent hereunder, the
Agent shall in all cases be fully justified in failing or refusing to act
hereunder or under the Pooling Agreement, the Indenture or any other Transaction
Documents unless it shall receive further assurances to its satisfaction from
the Lenders of their indemnification obligations under Section 8.20(d) against
any and all liability and expense which may be incurred by it by reason of
taking or continuing to take any such action.

         (g) The Agent may resign as Agent upon 30 days' notice to the Lenders,
the Owner Trustee, the Indenture Trustee, the Trust Depositor and the Servicer
with such resignation becoming effective upon a successor agent succeeding to
the rights, powers and duties of the Agent pursuant to this Section 8.20(g). If
the Agent shall resign as Agent under this Agreement, then the Required Lenders
shall appoint a successor agent for the Lenders, subject to consent by the Trust
Depositor (such consent not to be unreasonably withheld). The successor agent
shall succeed to the rights, powers and duties of the Agent, and the term
"Agent" shall mean such successor agent effective upon its appointment, and the
former Agent's rights, powers and duties as Agent shall be terminated, without
any other or further act or deed on the part of such former Agent or any of the
parties to this Agreement. After any retiring Agent's resignation as Agent, the
provisions of this Section shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was Agent under this Agreement.

         (h) Any amount owed to the Lenders which is paid by or on behalf of the
Trust, CFUSA or the Trust Depositor shall be deemed satisfied to the extent such
payment was received by the Agent, whether or not the Agent shall have remitted
the Pro Rata Share of such payment to the Lenders.

         Section 8.21. Income Tax Characterization. Each of the Trust Depositor,
the Servicer, the Trust, the Indenture Trustee, the Agent and the Lenders agree
to treat the Loans as indebtedness of the Trust Depositor for purposes of
federal income, state and local income and franchise and any other income taxes.

         Section 8.22. Indenture Trustee. The Indenture Trustee shall be
afforded all of the rights, powers, immunities and indemnities set forth in the
Indenture in the performance of its duties hereunder as if such rights, powers,
immunities and indemnities were specifically set forth herein.





                                      -37-






<PAGE>


         Section 8.23. Confidentiality. In connection with any purchase of an
interest or a Participation related to the above-referenced Loan Agreement or of
becoming a Lender hereunder (the "Transaction"), NCT Funding and CFUSA
recognizes that a purchaser of a Participation or a Lender will need certain
confidential information relating to NCT Funding and CFUSA (such information,
including information obtained through inspection of NCT Funding or CFUSA
pursuant to Section 5.08 of this Agreement, "Information") including Information
relating to CFUSA's equipment lease programs that has not been disclosed to the
public. Because the use or disclosure of such Information would be damaging to
NCT Funding or CFUSA, each of NCT Funding and CFUSA are willing to supply such
Information to a prospective purchaser of a Participation or a prospective
Lender only if the prospective purchaser of a Participation or a prospective
Lender agrees to the conditions set forth below. The term "Information" shall
not include, and the following conditions shall not apply to, information that
(i) is published or part of the public knowledge prior to its receipt by such
prospective purchaser of a Participation or a prospective Lender from the Agent,
NCT Funding or CFUSA, (ii) becomes published or part of the public knowledge
after its receipt by such prospective purchaser of a Participation or
prospective Lender from the Agent, NCT Funding or CFUSA, (iii) was known to such
prospective purchaser of a Participation or prospective Lender prior to its
receipt by such prospective purchaser of a Participation or prospective Lender
from the Agent, NCT Funding or CFUSA, or (iv) is acquired by such prospective
purchaser of a Participation or prospective Lender from someone other than the
Agent, NCT Funding or CFUSA or a representative thereof, provided that such
representative has a right to convey the information without restriction.

         Accordingly, in consideration of the foregoing, any prospective
purchaser of a Participation or prospective Lender agrees (on behalf of itself
and each of its affiliates, directors, officers, employees and representatives)
that (A) the Information will not be used by such prospective purchaser of a
Participation or prospective Lender except in connection with the proposed
Transaction mentioned above and (B) such prospective purchaser of a
Participation or prospective Lender shall use reasonable precautions, in
accordance with its respective customary procedures for handling confidential
information and in accordance with safe and sound banking practices, to keep the
Information confidential, provided that nothing herein shall limit the
disclosure of any such information (i) to the extent required by statute, rule,
regulation or judicial process, (ii) to such prospective purchaser of a
Participation or prospective Lender's counsel or to counsel for any of the
Lenders or the Agent, (iii) to bank examiners, auditors or accountants, (iv) to
the Agent or any other Lender, (v) in connection with any litigation to which
you or any one or more of the Lenders is a party; provided, further, that,
unless specifically prohibited by applicable law or court order, such
prospective purchaser of a Participation or prospective Lender agrees, prior to
disclosure of any of the Information, to notify the Trust Depositor or the
Agent, as applicable, of any request for disclosure of any such information, (x)
by any governmental agency or representative thereof (other than any such
request in connection with an examination of your financial condition by such
governmental agency) or (y) pursuant to legal process.

         Section 8.24. Assignment of Loan. The Trust Depositor may cause the
Lenders to assign the Loan to the Trust Depositor or a third party designated by
the Trust Depositor at a price to be calculated by the Agent to be the market
value of the Loan as of the date of transfer ("Transfer Date"). If the Trust
Depositor elects that the Loan be transferred in the manner




                                      -38-






<PAGE>


described in this paragraph, the Trust Depositor shall furnish notice of such
election, including the party to whom the transfer of the Loan is to be made and
the proposed Transfer Date, to the Agent no less than 25 days (or such lesser
number of days as shall be satisfactory to the Agent) prior to such Transfer
Date (and the Lenders shall enter into an Assignment Agreement in the form of
Exhibit A pursuant to which such assignee Lender has agreed in writing to assume
the rights and obligations of the assignor Lenders (to the extent of such
Assignment).

         Section 8.25. Limitation of Liability of Owner Trustee. Notwithstanding
anything contained herein to the contrary, this Loan Agreement has been executed
on behalf of the Trust by The Bank of New York, not in its individual capacity
but solely in its capacity as Owner Trustee of the Trust and in no event shall
The Bank of New York in its individual capacity have any liability for the
representations, warranties, covenants, agreements or other obligations of the
Trust hereunder, as to all of which recourse shall be had solely to the assets
of the Trust. For all purposes of this Agreement, in the performance of any
duties or obligations of the Trust hereunder, the Owner Trustee shall be subject
to, and entitled to the benefits of, the terms and provisions of Articles VI,
VII and VIII of the Trust Agreement.






                                      -39-






<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Loan Agreement
to be duly executed by their respective officers as of the day and year first
above written.


                                         NCT FUNDING COMPANY, L.L.C., as Trust
                                             Depositor

                                         By:  /s/ Barbara Callahan
                                            ---------------------------------
                                               Name:    Barbara Callahan
                                                    -------------------------
                                               Title:   Vice President
                                                     ------------------------

                                         CIT FINANCIAL USA, INC., in its
                                         individual capacity and as Servicer

                                         By:  /s/ Barbara Callahan
                                            ---------------------------------
                                               Name:    Barbara Callahan
                                                    -------------------------
                                               Title:   Vice President
                                                     ------------------------

                                         CIT EQUIPMENT COLLATERAL 2002-VT1

                                         By:  THE BANK OF NEW YORK, not in
                                              its individual capacity but
                                              solely as Owner Trustee

                                         By:  /s/ John Bobko
                                            ---------------------------------
                                               Name:    John Bobko
                                                    -------------------------
                                               Title:   Assistant Treasurer
                                                     ------------------------

                                         ALLFIRST BANK, not in its individual
                                         capacity but solely as Indenture
                                         Trustee

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

                                         CAPITA CORPORATION, as Agent,

                                         By:  /s/ Barbara Callahan
                                            ---------------------------------
                                               Name:    Barbara Callahan
                                                    -------------------------
                                               Title:   Vice President
                                                     ------------------------

                                         LENDERS

                                         NCT FUNDING COMPANY, L.L.C.

                                         By:  /s/ Barbara Callahan
                                            ---------------------------------
                                         Its:  Vice President
                                             --------------------------------

                                         Loan Commitment:  $29,383,667.00
                                                           ------------------

                                      -40-






<PAGE>



                                    EXHIBIT A

                                     FORM OF
                      [ASSIGNMENT AND ASSUMPTION AGREEMENT]
                            [PARTICIPATION AGREEMENT]
                       (CIT Equipment Collateral 2002-VT1)

                             dated as of __________

         Reference is made to the Loan Agreement, dated as of April 1, 2002 (as
amended from time to time, the "Loan Agreement") among CIT EQUIPMENT COLLATERAL
2002-VT1 (the "Trust"), ALLFIRST BANK, not in its individual capacity but solely
as indenture trustee (the "Indenture Trustee"), NCT FUNDING COMPANY, L.L.C., as
Trust Depositor, CIT FINANCIAL USA, INC., in its individual capacity and as
Servicer, each of the lenders that is a signatory thereto (together with its
successors and assigns) (each individually a "Lender" and, collectively the
"Lenders") and CAPITA CORPORATION, as Agent for the Lenders (the "Agent"). Terms
defined in the Loan Agreement are used herein as defined therein. __________
("Assignor") and __________ [("Assignee")] [("Participant")] hereby agree as
follows:

         1. The Assignor hereby sells and assigns to the [Assignee]
[Participant] without recourse and without representation or warranty (other
than as expressly provided herein), and the [Assignee] [Participant] hereby
purchases and assumes from the Assignor, that interest in and to all of the
Assignor's rights and obligations under the Loan Agreement as of the effective
date hereof which represents those and only those credit facilities contained in
the Loan Agreement which are set forth on Schedule I hereto (the "Assigned
Facilities"), in a principal amount for each Assigned Facility as set forth on
such Schedule I hereto.

         2. The Assignor (i) represents and warrants that it is the legal and
beneficial owner of the interest being assigned by it hereunder and that such
interest is free and clear of any adverse claim created by the Assignor; (ii)
makes no representation or warranty and assumes no responsibility with respect
to any statements, warranties or representations made in or in connection with
the Loan Agreement, the Pooling Agreement, the Indenture or any other
Transaction Documents or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Loan Agreement, any Transaction
Document or any other instrument or document furnished pursuant thereto; and
(iii) makes no representation or warranty and assumes no responsibility with
respect to the financial condition of any party to the Loan Agreement or any
Transaction Document or the performance or observance by any party to the Loan
Agreement or any Transaction Document or of any of their respective obligations
under the Loan Agreement, any Transaction Document or any other instrument or
document furnished pursuant thereto.

         3. The [Assignee] [Participant] (i) confirms that it has received a
copy of the Loan Agreement, together with copies of the financial statements
referred to therein and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
[Assignment and Assumption] [Participation] Agreement; (ii) agrees that it will
independently and without reliance upon the Agent, the Assignor or any other




                                      A-1






<PAGE>


Lenders and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under the Loan Agreement or the Transaction Documents; (iii) appoints and
authorizes the Agent to take such action as agent on its behalf and to exercise
such powers under the Loan Agreement and Transaction Documents as are delegated
to the Agent by the terms thereof, together with such powers as are reasonably
incidental thereto; (iv) agrees that it will perform in accordance with their
terms all of the obligations which by the terms of the Loan Agreement are
required to be performed by it as a Lender and agrees not to unreasonably
withhold its consent to actions permitted to be taken under the Loan Agreement
with the consent of the Required Lenders; and (v) has supplied the information
requested in the administrative questionnaire attached hereto as Schedule II.

         4. Following the execution of this [Assignment and Assumption]
[Participation] Agreement by the Assignor and the [Assignee] [Participant], an
executed original hereof (together with all attachments) will be delivered to
the Agent (with a copy to the Servicer and the Trust Depositor). The effective
date of this [Assignment and Assumption] [Participation] Agreement shall be the
later of the effective date set forth in Schedule I and the date of execution
hereof by the Assignor and the [Assignee] [Participant].

         [a. Upon delivery of a fully executed original hereof (including, if
required pursuant to Section 8.09 of the Loan Agreement, the signed consent of
the Trust Depositor) to the Agent, as of the effective date, (i) the Assignee
shall be a party to the Loan Agreement and, to the extent provided in this
Assignment and Assumption Agreement, have the rights and obligations of a Lender
thereunder and (ii) the Assignor shall, to the extent provided in this
Assignment and Assumption Agreement and except as provided in Section 8.09 of
the Loan Agreement, relinquish its rights and be released from its obligations
under the Loan Agreement.]

         [b. It is agreed that the Assignee shall be entitled to all interest
and fees in respect of the Assigned Facilities which accrues on and after the
effective date hereof, such interest and fees to be paid by the Agent directly
to the Assignee. It is further agreed that all payments of principal made on the
Loan which occur on and after the effective date hereof will be paid directly by
the Agent to the Assignee. Upon the execution of this Assignment and Assumption
Agreement, the Assignee shall pay to the Assignor an amount specified by the
Assignor in writing which represents the portion of the principal amount of the
respective Loan made by the Assignor pursuant to the Loan Agreement outstanding
on the effective date hereof which constitute Assigned Facilities. The Assignor
and the Assignee shall make all appropriate adjustments in payment under the
Loan Agreement for periods prior to the effective date hereof directly between
themselves on or prior to the effective date hereof.]

         5. The [Assignee] [Participant] represents, warrants and covenants that
it has not acquired, and shall not sell, trade or transfer any interest in its
[Pro Rata Share] [Participation], nor cause any interest in its [Pro Rata
Share][Participation] to be marketed on or through either (i) an "established
securities market" within the meaning of Section 7704(b)(1) of the Internal
Revenue Code of 1986 (the "Code") (including an interdealer quotation system
that regularly disseminates firm buy or sell quotations by identified brokers or
dealers by electronic means or otherwise) or (ii) a "secondary market" within
the meaning of Code Section 7704(b)(2) (including a market wherein interests in
Pro Rata Shares or Participations therein are regularly





                                      A-2






<PAGE>


quoted by any person making a market in such interests and a market wherein any
person regularly makes available bid or offer quotes with respect to interests
in Pro Rata Shares or Participations therein and stands ready to effect buy or
sell transactions at the quoted prices for itself or on behalf of others).

         6. Unless the Trust Depositor consents otherwise (which consent shall
be based on an Opinion of Counsel generally to the effect that the action taken
pursuant to the consent will not cause the Trust to become a publicly traded
partnership treated as a corporation), the [Assignee] [Participant] represents,
warrants and covenants that either (i) it is properly classified as, and will
remain classified as, a "corporation" as described in Code Section 7701(a)(3)
and is not, and will not become, an "S corporation" under Code Section 1361, or
(ii) neither (x) 40% or more all of the value of any beneficial owner's interest
in the [Assignee] [Participant] is attributable to the [Assignee's]
[Participant's] [Pro Rata Share] [Participation] nor (y) its acquisition of the
[Pro Rata Share] [Participation] is for the purpose of permitting the Trust to
avoid the 100-partner limitation of Treasury Regulation Section
1.7704-1(h)(3)(ii) in the event the Trust is characterized as a partnership for
federal income tax purposes (an entity meeting the requirements of either (i) or
(ii) being a "Permitted Entity"). The [Assignee] [Participant] represents,
warrants and covenants that it shall (i) cause each of its assignees and
Participants otherwise permitted under the Loan Agreement to make
representations, warranties and covenants as required by Section 8.09(d) of the
Loan Agreement for the benefit of the Trust Depositor and the Trust at the time
such assignee or Participant became an assignee or Participant and (ii) forward
a copy of such representations, warranties and covenants to the Indenture
Trustee. In the event of any breach of the representation, warranty and covenant
of the [Assignee] [Participant] or its Participant that the [Assignee]
[Participant] and its Participants shall remain a Permitted Entity, the
[Assignee] [Participant] shall notify the Agent and the Trust Depositor promptly
upon the [Assignee] [Participant]'s becoming aware of such breach, and thereupon
the Agent and the [Assignee] [Participant] hereby agree to use reasonable
efforts to procure a replacement investor not so affected which is a Permitted
Assignee reasonably acceptable to the Agent or is otherwise reasonably
acceptable to the Trust Depositor and the Agent to replace the [Assignee]
[Participant]. In any such event, the Trust Depositor shall also have the right
to procure a replacement investor, provided that such proposed replacement
investor is a Permitted Assignee or is otherwise reasonably acceptable to the
Agent. The [Assignee] [Participant] hereby agrees to take all actions necessary
to permit a replacement investor to succeed to its rights and obligations
hereunder. [If the [Assignee] [Participant] has a Participant which has breached
its representation, warranty and covenant that it shall remain a Permitted
Entity, the [Assignee] [Participant] hereby agrees (without limiting the right
of the Trust Depositor to procure a replacement investor for the [Assignee]
[Participant] as provided above in this paragraph) to notify the Trust Depositor
and the Agent of such breach promptly upon the [Assignee] [Participant]'s
becoming aware thereof and to use reasonable efforts to procure a replacement
Participant, as applicable, not so affected which is a Permitted Assignee or is
otherwise acceptable to the Trust Depositor and the Agent to replace any such
Participant.]

         [If [Assignee] [Participant] is organized under the laws of any
jurisdiction outside the United States:

         7. The [Assignee] [Participant] represents and warrants that, under
applicable law no taxes will be required to be withheld by the Agent, the Trust,
the Indenture Trustee, the





                                      A-3






<PAGE>


Trust Depositor, the Servicer or any Lender with respect to any payments to be
made to the [Assignee] [Participant] in respect of an interest in its [Pro Rata
Share][Participation].

         8. The [Assignee] [Participant] agrees (for the benefit of the Agent,
the Trust, the Delaware Trustee, the Owner Trustee, the Indenture Trustee, the
Trust Depositor, the Servicer and the Lenders) to provide those forms required
to be provided by Sections 2.08(d), 8.08(b), 8.08(c) and 8.08(f) of the Loan
Agreement, as applicable, at the time and in the manner described therein, and
to comply with all applicable U.S. laws and regulations with regard to the
related withholding tax exemptions.]

         9. THIS [ASSIGNMENT AND ASSUMPTION] [PARTICIPATION] AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.

                            [signature page follows]




                                      A-4







<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this [Assignment and
Assumption][Participation] Agreement to be duly executed as of the day and year
first above written on Schedule I hereto.


    [NAME OF ASSIGNOR],                [NAME OF ASSIGNEE/PARTICIPANT],

      as Assignor                                 as [Assignee] [Participant]

    By:__________________                       By:____________________
    Title:_________________                     Title:___________________

                                                     ACCEPTED:

                                                     CAPITA CORPORATION
                                                     as Agent

                                                     By:___________________
                                                     Title:________________

         The undersigned acknowledges receipt from the Assignor and the
[Assignee] [Participant] of a copy of the foregoing [Assignment and
Assumption] [Participation] Agreement.


                                                     NCT FUNDING COMPANY, L.L.C.
                                                     as Trust Depositor

                                                     By:___________________
                                                     Title:________________


                                      A-5





<PAGE>



                        Schedule I to the [Assignment and
                      Assumption][Participation] Agreement


Legal Name of Assignor:

Legal Name of [Assignee] [Participant]:

Effective Date of [Assignment] [Participation]:  __________, 20__

[Facility Assigned

Total Commitment of
Assignee after Assignment: $________

Principal Amount of Loans of
Assignee after Assignment: $________

Pro Rata Share of Assignee
after Assignment: _____%

Facility Retained by Assignor

Total Commitment of Assignor
after Assignment: $________

Principal Amount of Loans of
Assignor after Assignment: $________

Pro Rata Share of Assignor
after Assignment: _____%]

[Facility Assigned

Total Commitment of
Participant after Participation: $________

Principal Amount of Loans
Participated to Participant: $________

Pro Rata Share
Participated to Participant: $________]



                                      A-6








<PAGE>



                       Schedule II to the [Assignment and
                      Assumption][Participation] Agreement

Administrative Details Reply Form

1. LENDING OFFICE:

Name of Lending Entity:
Address:

Telex No:
Fax No:

2. CONTACTS - CREDIT MATTERS

Name of Person:
Address:

Telephone:
Fax No:

3. CONTACTS - OPERATIONS/ADMINISTRATION

Name of Person:
Address:

Telephone:
Telex No:
Fax No:

4. PAYMENT INSTRUCTIONS

Pay To:
Address:

ABA Number:
Acct. Number:
Acct. Name:
Reference:



                                      A-7






<PAGE>


                                    EXHIBIT B

                          FORM OF MONTHLY STATUS REPORT

                   [ON FILE WITH NCT FUNDING COMPANY, L.L.C.]




                                      B-1






<PAGE>




                                    EXHIBIT C

                        FORM OF CONFIDENTIALITY AGREEMENT

                                     [DATE]

                            CONFIDENTIALITY AGREEMENT

[Insert Name and
Address of Prospective
Assignee or Participant]

         Re: Loan Agreement, dated as of April 1, 2002 (as amended from
             time to time, the "Loan Agreement") among CIT Equipment
             Collateral 2002-VT1 (the "Trust"), Allfirst Bank, as indenture
             trustee (the "Indenture Trustee"), NCT FUNDING COMPANY, L.L.C.
             ("NCT Funding"), as Trust Depositor, CIT FINANCIAL USA, INC.
             ("CFUSA"), in its individual capacity and as Servicer, each of
             the lenders that is a signatory thereto (together with its
             successors and assigns) (each individually a "Lender" and
             collectively, the "Lenders") and CAPITA CORPORATION as Agent
             for the Lenders (the "Agent").

Ladies and Gentlemen:

         In connection with your consideration of a purchase of an interest or a
Participation related to the above-referenced Loan Agreement or of becoming a
Support Bank as described in such Loan Agreement (the "Transaction"), we and
each of NCT Funding and CFUSA recognize that you will need certain confidential
information furnished to us by NCT Funding and CFUSA or by such parties directly
to you (such information, including information obtained through inspection of
NCT Funding or CFUSA pursuant to Section 5.08 of the Loan Agreement,
"Information") about NCT Funding and CFUSA and its equipment lease programs that
has not been disclosed to the public. Because the use or disclosure of such
Information would be damaging to NCT Funding or CFUSA, each of NCT Funding and
CFUSA are willing to supply, or to permit us to supply, you with such
Information only if you agree to the conditions set forth below. The term
"Information" shall not include, and the following conditions shall not apply
to, information that (i) is published or part of the public knowledge prior to
its receipt by you from us, NCT Funding or CFUSA, (ii) becomes published or part
of the public knowledge after its receipt by you from us, NCT Funding or CFUSA,
(iii) was known to you prior to its receipt by you from us, NCT Funding or
CFUSA, or (iv) is acquired by you from someone other than us, NCT Funding or
CFUSA or a representative thereof, provided that such representative has a right
to convey the information without restriction.

         Accordingly, in consideration of the foregoing, you agree (on behalf of
yourself and each of your affiliates, directors, officers, employees and
representatives) that (A) the Information will not be used by you except in
connection with the proposed Transaction mentioned above and (B) you shall use
reasonable precautions, in accordance with your customary procedures for
handling confidential information and in accordance with safe and sound banking
practices, to keep the Information confidential, provided that nothing herein
shall limit the disclosure of any such information (i) to the extent required by
statute, rule, regulation


                                      C-1






<PAGE>


or judicial process, (ii) to your counsel or to counsel for any of the Lenders
or the Agent, (iii) to bank examiners, auditors or accountants, (iv) to the
Agent or any other Lender, or (v) in connection with any litigation to which you
or any one or more of the Lenders is a party; provided, further, that, unless
specifically prohibited by applicable law or court order, you agree, prior to
disclosure of any of the Information, to notify the Trust Depositor or the
Agent, as applicable, of any request for disclosure of any such information, (x)
by any governmental agency or representative thereof (other than any such
request in connection with an examination of your financial condition by such
governmental agency) or (y) pursuant to legal process.

         Would you please indicate your agreement to the foregoing by signing at
the place provided below the enclosed copy of this Confidentiality Agreement.



                                          Very truly yours,

                                          [Insert Name of Lender]

                                          By:___________________________
                                              Name: _____________________
                                              Title: ______________________

The foregoing is agreed to as
of the date of this letter

[Insert name of prospective
assignee or participant]

By:_______________________
     Name:__________________
     Title:___________________



                                      C-2






</TEXT>
</DOCUMENT>
