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«LOS ANGELES. PALO ALTO. W A S H I N G T O N, D C. FRANKFURT. LONDON. PARIS. BEIJING. H O N G KONG. T O K Y O. MELBOURNE. SYDNEY December 23, 2014. ...»

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SULLIVAN & CROMWELL LLP.

TELEPHONE: 1 - 2 1 2 - 5 5 8 - 4 0 0 0.

125BroadStreetNewYork,NY10004-2498.

FACSIMILE: 1-212-558-3588.

WWW.SULLCROM.COM

LOS ANGELES. PALO ALTO. W A S H I N G T O N, D C.

FRANKFURT. LONDON. PARIS.

BEIJING. H O N G KONG. T O K Y O.

MELBOURNE. SYDNEY

December 23, 2014.

CONFIDENTIAL TREATMENT REQUEST.

Federal Reserve Bank of New York, 33 Liberty Street, New York, New York 10045.

Attn: Ivan J. Hurwitz Vice President, Bank Applications.

Re: CIT Group Inc. Proposed Acquisition of IMB Holdco LLC - Response to Request for Additional Information.

Ladies and Gentlemen:

On behalf of our clients, CIT Group Inc. and Carbon Merger Sub LLC (together, the "Applicants"), enclosed please find a response, prepared by the Applicants, to the letter, dated November 24, 2014, from the Board of Governors of the Federal Reserve System (the "Board") requesting additional information with respect to the Applicants' application, dated August 20, 2014, to the Board in connection with the Applicants' proposed acquisition of 1MB Holdco LLC and certain related transactions (the "Application").

We have enclosed two separate volumes: (i) an unredacted, confidential version of the response, which has been marked "Confidential Treatment Requested" (the "Confidential Materials'") and (ii) a public, redacted version of the response, which has been marked "Public Redacted Version".

Pursuant to the Freedom of Information Act, 5 U.S.C. § 552, and the regulations of the Board, 12 C.F.R. Part 261, we hereby respectfully request on behalf of the Applicants that the Confidential Materials be treated confidentially and not be made available tor public inspection or copying. Footnote.

Under 5 U.S.C. § 552(b)(4), information that a private party has provided to a government agency is exempt from disclosure if it consists of "trade secrets and commercial or financial information obtained from a person and privileged or confidential." Accord 12 C.F.R. § 261.14(a)(4). It is well established that this exemption protects confidential trade secrets and commercial and financial information from disclosure if such disclosure would be "likely... to cause substantial harm to the competitive position of the person from whom the information was obtained." National Parks & Conservation Ass'n v. Kleppe. 547 F.2d 673, 677-78 (D.C. Cir. 1976). To establish nonpublic commercial or financial information that is privileged or confidential within the meaning of Section 261.14(a)(4) of the Board's regulations or information that is otherwise exempt from disclosure under Section 261.14(a) of the Board's regulations, the disclosure of which would cause significant harm to the Applicants and their respective affiliates.

At this time, the Confidential Materials will not be publicly disclosed and are not required to be publicly disclosed. Disclosure of this information would reveal to competitors the internal strategies, future plans and competitive position of the Applicants and would place the Applicants at a competitive disadvantage with respect to their competitors who do not publicly reveal such information. For these reasons, the Applicants believe that the Confidential Materials are privileged or confidential within the meaning of 12 C.F.R. § 261.14(a)(4).

In addition, we request, pursuant to the Freedom of Information Act and the applicable Board regulations and for reasons including those set forth above, that any memoranda, notes or other writings of any kind whatsoever made by an employee, agent or any person under the control of the Board (or any other governmental agency) that incorporate, include or relate to any of the matters referred to in the Confidential Materials (i) furnished by the Applicants or their respective employees or agents to the Board (or any other governmental agency) or (ii) referred to in any conference, meeting, telephone conversation or interview between (a) employees, former employees, representatives, agents or counsel of the Applicants or their subsidiaries and (b) employees, agents or any persons under the control of the Board, be maintained in confidence, not be made part of any public record and not be disclosed to any person.

We also request that, if the Board should make a preliminary determination not to comply with the foregoing requests for confidential treatment, the Applicants be given notice thereof in ample time to permit the Applicants to make an appropriate submission as to why such information should be preserved in confidence. If any of the Confidential Materials, or any of such memoranda, notes or writings, is the subject of a Freedom of Information Act request or a request or demand for disclosure by any governmental agency, Congressional office or committee, court or grand jury, we request, pursuant to the Board's regulations, that you notify the Applicants prior to making such disclosure. We further ask that the Applicants be furnished with a copy of all written materials pertaining to such request (including but not limited to the request itself and any determination with respect to such request) and that the Applicants be given sufficient advance notice of any intended release so that it may, if deemed necessary or appropriate, pursue any available remedies.





such an exemption, the person seeking such an exemption need not show certainty of competitive harm, but only a likelihood that such harm may occur. See Gulf & Western Indus, v. United States. 615 F 2d 527 530 ( D C Cir 1979).EndFootnote.TheConfidentialMaterialsconstitute If you have any questions with respect to any of the matters discussed in this letter or in the materials included herewith, please feel free to contact me at (212) 558-4998. (salleys@sullcrom.com).

–  –  –

(Office of the Comptroller of the Currency).

U.S. Department of Justice, Antitrust Division.

G. Edward Leary (Utah Department of Financial Institutions).

–  –  –

Matthew R. Lee, Esq.

Executive Director Inner City Press/Fair Finance Watch 747 Third Avenue New York, New York 10017.

Selma Taylor Executive Director California Resources and Training 300 Frank Ogawa Plaza, Suite 175 Oakland, California 94612.

Sharon Miller Chief Executive Officer Renaissance Entrepreneurship Center 275 Fifth Street San Francisco, California 94103.

Maeve Elise Brown, Esq.

Executive Director Housing and Economic Rights Advocates 1814 Franklin Street, Suite 1040 Oakland, California 94612.

Viola Gonzales Chief Executive Officer AnewAmerica Community Corporation 1918 University Avenue, Suite 3A Berkeley, California 94704.

Roberto Barragan President VEDC SFV — Small Business Development Corporation 5121 VanNuys Boulevard Van Nuys, California 91403.

Isela Gracian Vice President of Operations East LA Community Corporation 530 South Boyle Avenue Los Angeles, California 90033.

Matt Huerta Executive Director Neighborhood Housing Services Silicon Valley 31 North Second Street, Suite 300 San Jose, California 95133.

Keith Ogden Staff Attorney Community Legal Services in East Palo Alto 1861 Bay Road East Palo Alto, California 94303.

Cynthia Strathmann Executive Director Strategic Actions for a Just Economy 152 West 32nd Street Los Angeles, California 90007.

Dawn M. Lee Executive Director and Chief Executive Officer Neighborhood Housing Services of the Inland Empire 1390 North D Street San Bernardino, California 92405.

John E. Taylor President and Chief Executive Officer National Community Reinvestment Coalition 727 15th Street, NW, Suite 900 Washington, D.C. 20005.

Kerry N. Doi President and Chief Executive Officer Pacific Asian Consortium in Employment 1055 Wilshire Boulevard, Suite 1475 Los Angeles, California 90017.

Hyepin Im President and Chief Executive Officer Korean Churches for Community Development 3550 Wilshire Boulevard, Suite 736 Los Angeles, California 90010.

Amy Schur Campaign Director Alliance of Californians for Community Empowerment 3655 S. Grand Avenue, Suite 250 Los Angeles, California 90007.

Sharon Kinlaw Interim Executive Director Fair Housing Council of the San Fernando Valley 14621 Titus Street, Suite 100 Panorama City, California 91402.

Luis Granados Executive Director Mission Economic Development Agency 2301 Mission Street, Suite 301 San Francisco, California 94110.

Sandy Jolley Reverse Mortgage Suitability and Abuse Consultant 681 Benson Way Thousand Oaks, California 91360.

Brenda J. Rodriguez Executive Director Affordable Housing Clearinghouse 23861 El Toro Road, Suite 401 Lake Forest, California 92630.

Matt Schwartz President and Chief Executive Officer The California Housing Partnership Corporation 369 Pine Street, Suite 300 San Francisco, California 94104.

Marcia Rosen Executive Director National Housing Law Project 703 Market Street, Suite 2000 San Francisco, California 94103.

Neal S. Dudovitz Executive Director Neighborhood Legal Services of Los Angeles County 1104 East Chevy Chase Drive Glendale, California 91205.

Kevin Stein Associate Director California Reinvestment Coalition 474 Valencia Street, Suite 230 San Francisco, California 94103.

Chancela Al-Mansour Executive Director Housing Rights Center 3255 Wilshire Boulevard, Suite 1150 Los Angeles, California 90010.

Orson Aguilar Executive Director The Greenlining Institute 1918 University Avenue Berkeley, California 94704.

Ron Fong Director Asian Pacific Islander Small Business Program 231 E. 3rd Street, Suite G-106 Los Angeles, California 90013.

Robert Villarreal Senior Vice President CDC Small Business Finance 2448 Historic Decatur Road, Suite 200 San Diego, California 92106.

Hubert Van Tol President PathStone Enterprise Center 400 East Avenue Rochester, New York 14607.

Francis C. Neri President and Chief Executive Officer Advocates for Neighbors, Inc.

4071 Summer Gate Avenue Vallejo, California 94591.

Michael A. Chan President ASIAN, Inc.

1167 Mission Street, Fourth Floor San Francisco, California 94103.

Earl "Skip" Cooper, II President and Chief Executive Officer Black Business Association P.O. Box 43159 Los Angeles, California 90043.

Thomas P. Tenorio Chief Executive Officer Community Action Agency of Butte County, Inc.

P.O. Box 6369 Chico, California 95927.

Lillibeth Navarro Founder and Executive Director Communities Actively Living Independent & Free 634 S. Spring Street, Second Floor Los Angeles, California 90014.

Robert Wiener Executive Director California Coalition for Rural Housing 717 K Street, Suite 400 Sacramento, California 95814.

Susan M. Reynolds President and Chief Executive Officer Community Housing Works 2815 Camino del Rio South, Suite 350 San Diego, California 92108.

Amie Fishman Executive Director East Bay Housing Organizations 538 9th Street, Suite 200 Oakland, California 94607.

Robert Jones Executive Director East Palo Alto Community Alliance and Neighborhood Development Organization 2369 University Avenue East Palo Alto, California 94303.

Mark Moulton Executive Director Housing Leadership Council of San Mateo County 139 Mitchell Avenue South San Francisco, California 94080.

James F. Zahradka II Supervising Attorney Law Foundation of Silicon Valley 152 North Third Street, Third Floor San Jose, California 95112.

Michael Rawson Director Public Interest Law Project 449 15th Street, Suite 301 Oakland, California 94612.

Robert Monzon President Montebello Housing Development Corporation 1619 Paramount Boulevard Montebello, California 90640.

Dolores Golden Chief Executive Officer Multicultural Real Estate Alliance For Urban Change 4437 West Slauson Ave Los Angeles, California 90043.

Lori R. Gay President and Chief Executive Officer Neighborhood Housing Services of Los Angeles County 3926 Wilshire Boulevard, Suite 200 Los Angeles, California 90010.

Glenn Hayes President and Chief Executive Officer NeighborWorks Orange County 128 E. Katella Avenue, Suite 200 Orange, California 92867.

Eric Weaver Founder and Chief Executive Officer Opportunity Fund 111 W. St. John Street, Suite 800 San Jose, California 9511.

Darryl Rutherford Executive Director Sacramento Housing Alliance 1800 21st Street, Suite 100 Sacramento, California 95811.

Junious Williams Chief Executive Officer Urban Strategies Council 1720 Broadway, Second Floor Oakland, California 94612.

Marva Smith Battle-Bey President Vermont Slauson Economic Development Corporation 1130 West Slauson Avenue Los Angeles, California 90044.

Mark Masaoka Policy Director Asian Pacific Policy and Planning Council 905 E. 8th Street Los Angeles, California 90021.

Nora Mendez Executive Director Orange County Community Housing Corporation 2024 N. Broadway, Suite 300 Santa Ana, California 92709.

Scott Morse 16 Claus Way Marstons Mills, Massachusetts 02648.

Svetlana Tyshkevich Auburn, California 95603.

S Patrick Oakland, California 94609.

Rebecca Boyle DuPont, Washington 92837.

Mike Healey 236 Broadway Milford, Connecticut 06460.

Lisa Marshall 337 7th Street Manhattan Beach, California 90266.

Karen Nierhake 848 Corte Briones Martinez, California 94553.

Diane Bucy Columbus, Ohio 43228.

Carol Sheppard 225 Tillotson Road Fanwood, New Jersey 07023.

Bert Thompson Riverside, California 92503.

Caarla Dimondstein Fort Bragg, California 95437.

Allana Baroni Get Social.

Vera Morales Montebello, California 90641.

Susan Batista 1074 Truxton Drive Perth Amboy, New Jersey 08861.

Mark Reback Los Angeles, California 90042.

Marie McDonnell 15 Cape Lane Brewster, Massachusetts 02631.

Dolores Golden Culver City, California 90230.

Djibril Djigal 11234 Emily Lane SW Olympia, Washington 98512.

Emily Gasner San Francisco, California 94133.

Elba Schildcrout 530 S. Boyle Ave Los Angeles, California 90033.

Geoffrey Stilwell Fort Myers, Florida 33919.

Harold Good 1 Widgeon Drive Denver, Pennsylvania 17517.

Randall Guerra Sanger, California 93657.

Theresa Martinez Chief Executive Officer Los Angeles Latino Chamber of Commerce 634 South Spring Street, Suite 600 Los Angeles, California 90014.

Helen Kelly P.O. Box 237 Pleasanton, California 94566.

Tod Lindner 477 San Marin Drive Novato, California 94945.



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