CIT » Topics » Part 4. Miscellaneous

This excerpt taken from the CIT 10-Q filed Aug 11, 2008.

Part 4. Miscellaneous

(a)      Addresses for Notices. For the purpose of Section 12(a):
     
  (i)      Address for notices or communications to GSI:
     
    Address:     Peterborough Court
133 Fleet Street
London EC4A 2BB
       
                Fixed Income / Credit Derivatives:
Equity Derivatives:
Foreign Exchange
Legal Department:
Telephone No. 44-20-7774-1000
Facsimile No. 44-20-7774 5115
Facsimile No. 44-20-7774 1500
Facsimile No. 44-20-7774 1201
Facsimile No. 44-20-7774 1313
   
           
  (ii)     Address for notices or communications to Counterparty:
     
                CTI Financial Ltd.
c/o CIT Group Inc
One CIT Drive
Livingston, NJ 07039
Attn: Treasury Services
 
     
  Treasury Services:
Treasurer:
Legal Department:
Telephone: 973 740-5000
Facsimile: 973 535-3761
Facsimile: 973 740-5750
Facsimile: 973 740-5087
   
(b)      Process Agent. For the purpose of Section 13(c):
 
  GSI appoints as its Process Agent: Goldman, Sachs & Co., 85 Broad Street, New York, NY 10005.
 

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  Counterparty appoints as its Process Agent: Processing Agent: CIT Group Inc, 505 Fifth Avenue, New York, NY 10017 Attn: General Council.
 
(c)      Offices. The provisions of Section 10(a) will apply to this Agreement.
 
(d)      Multibranch Party. For the purpose of Section 10(c):
 
  GSI is not a Multibranch Party.
 
  Counterparty is not a Multibranch Party.
 
(e)      Calculation Agent. The Calculation Agent is GSI.
 
(f)      Credit Support Document. Any guaranty or other form of credit support provided on behalf of Counterparty at any time shall constitute a Credit Support Document with respect to the obligations of Counterparty. Details of any other Credit Support Document, each of which is incorporated by reference in, and made part of, this Agreement and each Confirmation (unless provided otherwise in a Confirmation) as if set forth in full in this Agreement or such Confirmation:
 
  (i)      Guaranty by The Goldman Sachs Group, Inc. (“Goldman Group”) in favor of Counterparty as beneficiary thereof shall constitute a Credit Support Document with respect to the obligations of GSI.
 
  (ii)      Guaranty by CIT Group Inc. in favor of GSI as beneficiary thereof shall constitute a Credit Support Document with respect to the obligations of Counterparty (the “CIT Guaranty”).
 
  (iii)      Credit Support Annex hereto dated the date hereof between GSI and Counterparty shall constitute a Credit Support Document with respect to the obligations of Counterparty and GSI.
 
  (iv)      Guaranty by CIT Financial (Barbados) Srl (“CIT Barbados”) in favor of GSI as beneficiary thereof shall constitute a Credit Support Document with respect to the obligations of Counterparty (the “Barbados Guaranty”).
 
(g)      Credit Support Provider.
 
  Credit Support Provider means in relation to GSI, Goldman Group.
 
  Credit Support Provider means in relation to Counterparty, each of CIT Group Inc. and CIT Barbados.
 
(h)      Governing Law. Section 13(a) is hereby replaced with the following:
 
  (a)      Governing Law. THIS AGREEMENT AND EACH TRANSACTION ENTERED INTO HEREUNDER WILL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO ITS CHOICE OF LAW DOCTRINE).
 

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(i)      Jurisdiction. Section 13(b) is hereby amended by:
 
  (i)      deleting in the second line of subparagraph (i) thereof the word “non-”; and
 
  (ii)      deleting the final paragraph thereof.
 
(j)      Netting of Payments. Subparagraph (ii) of Section 2(c) will not apply to Transactions. Notwithstanding anything to the contrary in Section 2(c), unless otherwise expressly agreed by the parties, the netting provided for in Section 2(c) will not apply separately to any pairings of branches or Offices through which the parties make and receive payments or deliveries.

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FRANKLIN CREDIT HOLDING CORP/DE/ (FCMC)
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