CIT Group Inc (CIT)

                                                CIT Group Inc. 
                                                1 CIT Drive

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                                                Livingston, New Jersey 07039 
                                                Telecopy No.: (212) 771-9405 
                                                Attention: Legal Department

                                                with a copy to:

                                                Wachtell, Lipton, Rosen & Katz 
                                                51 West 52^nd Street 
                                                New York, New York 10019 
                                                Telecopy No.: (212) 403-2000 
                                                Attention: David E. Shapiro

or (in the case of this clause (ii)) such other address, notice given by the Company in accordance with the provisions of this Section 6(c).

     All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied; and on the next Business Day if timely delivered to an air courier guaranteeing overnight delivery. Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee, at the address specified in the Indenture.

     (d)     

12. Notices.

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

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

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

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

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

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

unless the date of that delivery (or attempted delivery) or that receipt, as applicable, is not a Local Business Day or that communication is delivered (or attempted) or received, as applicable, after the close of business on a Local Business Day, in which case that communication shall be deemed given and effective on the first following day that is a Local Business Day.

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

Section 13.
Notices.

                    All statements, requests, notices and agreements hereunder shall be in writing, and:

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SECTION 10.01. Notices.

        All notices, requests and other communications to any party hereunder will be in writing (including facsimile) and will be given,

    if to Parent or Merger Sub, to:

    if to the Company, to:

or to such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties. Each such notice, request or other communication will be effective upon receipt.