ex4_2.htm


    Exhibit
      4.2

     

    


    
      

      

    

     

     

    AMENDED
      AND RESTATED TRUST AGREEMENT

     

     

    between

     

     

    CATERPILLAR
      FINANCIAL FUNDING CORPORATION

     

     

    Depositor

     

     

    and

     

     

    THE
      BANK OF NEW YORK (DELAWARE),

     

     

    Owner
      Trustee

     

     

    Dated
      as of September 27, 2007

     

    


    
      

      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
      OF CONTENT

    Page

     

    
      	
              ARTICLE
                I

            	
              DEFINITIONS.....................................................................................................................................................................................

            	
              1

            


    

     

    
      	
               

            	
              Section
                1.01.  Capitalized
                Terms................................................................................................................................................1

            


    

     

    
      	
               

            	
              Section
                1.02.  Other Definitional
                Provisions................................................................................................................................3

            


    

     

    
      	
              ARTICLE
                II

            	
              ORGANIZATION.................................................................................................................................................................................

            	
              4

            


    

     

    
      	
               

            	
              Section
                2.01. 
                Name..................................................................................................................................................................4

            


    

     

    
      	
               

            	
              Section
                2.02. 
                Office..................................................................................................................................................................4

            


    

     

    
      	
               

            	
              Section
                2.03.  Purpose and
                Powers............................................................................................................................................4

            


    

     

    
      	
               

            	
              Section
                2.04.  Appointment of Owner
                Trustee............................................................................................................................5

            


    

     

    
      	
               

            	
              Section
                2.05.  Initial Capital Contribution of Trust
                Estate.............................................................................................................5

            


    

     

    
      	
               

            	
              Section
                2.06.  Declaration of
                Trust.............................................................................................................................................5

            


    

     

    
      	
               

            	
              Section
                2.07.  Liability of the
                Certificateholders...........................................................................................................................6

            


    

     

    
      	
               

            	
              Section
                2.08.  Title to Trust
                Property..........................................................................................................................................6

            


    

     

    
      	
               

            	
              Section
                2.09.  Situs of
                Trust.......................................................................................................................................................6

            


    

     

    
      	
               

            	
              Section
                2.10.  Representations and Warranties of
                Depositor.......................................................................................................6

            


    

     

    
      	
               

            	
              Section
                2.11.  Amended and Restated Trust
                Agreement..............................................................................................................7

            


    

     

    
      	
               ARTICLE
                III

            	
              CERTIFICATES
                AND TRANSFER OF
                INTERESTS.........................................................................................................................7

            


    

     

    
      	
               

            	
              Section
                3.01.  Initial
                Ownership..................................................................................................................................................7

            


    

     

    
      	
               

            	
              Section
                3.02.  Form of
                Certificates.............................................................................................................................................7

            


    

     

    
      	
               

            	
              Section
                3.03.  Authentication of the
                Certificates..........................................................................................................................8

            


    

     

    
      	
               

            	
              Section
                3.04.  Registration of Transfer of the
                Certificates............................................................................................................8

            


    

     

    
      	
               

            	
              Section
                3.05.  Mutilated, Destroyed, Lost or Stolen
                Certificate...................................................................................................9

            


    

     

    
      	
               

            	
              Section
                3.06.  Persons Deemed
                Owner......................................................................................................................................9

            


    

     

    
      	
               

            	
              Section
                3.07.  Access to List of Certificateholder's Names and
                Addresses..................................................................................9

            


    

     

    
      	
               

            	
              Section
                3.08.  Maintenance of Office or
                Agency.........................................................................................................................9

            


    

     

    
      	
               

            	
              Section
                3.09.  Appointment of Paying
                Agents.............................................................................................................................9

            


    

     

    
      	
               

            	
              Section
                3.10.  Certificates Nonassessable and Fully
                Paid..........................................................................................................10

            


    

     

    
      	
              ARTICLE
                IV

            	
              ACTIONS
                BY OWNER
                TRUSTEE...................................................................................................................................................10

            


    

     

    
      	
               

            	
              Section
                4.01.  Prior Notice to Certificateholders with Respect to Certain
                Matters......................................................................10

            


    

     

    
      	
               

            	
              Section
                4.02.  Action By the Certificateholders with Respect to Certain
                Matters........................................................................11

            


    

     

    
      	
               

            	
              Section
                4.03.  Action By Certificateholders with Respect to
                Bankruptcy....................................................................................11

            


    

     

    
      	
               

            	
              Section
                4.04.  Restrictions on Certificateholders'
                Power............................................................................................................11

            


    

     

    
      	
              ARTICLE
                V

            	
              APPLICATION
                OF TRUST FUNDS; CERTAIN
                DUTIES...............................................................................................................11

            


    

     

    
      	
               

            	
              Section
                5.01.  Establishment of Trust
                Account..........................................................................................................................11

            


    

     

    
      	
               

            	
              Section
                5.02.  Application of Trust
                Funds.................................................................................................................................12

            


    

     

    
      	
               

            	
              Section
                5.03.  Method of
                Payment...........................................................................................................................................12

            


    

     

    
      	
               

            	
              Section
                5.04.  No Segregation of Monies; No
                Interest..............................................................................................................13

            


    

     

    
      	
               

            	
              Section
                5.05.  Accounting and Report to the Noteholders, the
                Certificateholders, the Internal Revenue Service and
                Others........13

            


    

     

    
      	
              ARTICLE
                VI

            	
              AUTHORITY
                AND DUTIES OF OWNER
                TRUSTEE......................................................................................................................13

            


    

     

    
      	
               

            	
              Section
                6.01.  General
                Authority...............................................................................................................................................13

            


    

     

    
      	
               

            	
              Section
                6.02.  General
                Duties...................................................................................................................................................13

            


    

     

    
      	
               

            	
              Section
                6.03.  Action Upon
                Instruction.....................................................................................................................................14

            


    

     

    
      	
               

            	
              Section
                6.04.  No Duties Except as Specified in This Agreement or in
                Instructions.....................................................................14

            


    

     

    
      	
               

            	
              Section
                6.05.  No Action Except under Specified Documents or
                Instructions.............................................................................15

            


    

     

    
      	
               

            	
              Section
                6.06. 
                Restrictions........................................................................................................................................................15

            


    

     

    
      	
              ARTICLE
                VII

            	
              CONCERNING
                THE OWNER
                TRUSTEE........................................................................................................................................15

            


    

     

    
      	
               

            	
              Section
                7.01.  Acceptance of Trusts and
                Duties........................................................................................................................15

            


    

     

    
      	
               

            	
              Section
                7.02.  Furnishing of
                Documents....................................................................................................................................16

            


    

     

    
      	
               

            	
              Section
                7.03.  Representations and
                Warranties.........................................................................................................................17

            


    

     

    
      	
               

            	
              Section
                7.04.  Reliance; Advice of
                Counsel...............................................................................................................................17

            


    

     

    
      	
               

            	
              Section
                7.05.  Not Acting in Individual
                Capacity.......................................................................................................................17

            


    

     

    
      	
               

            	
              Section
                7.06.  Owner Trustee Not Liable for the Certificates, Notes or
                Receivables..................................................................18

            


    

     

    
      	
               

            	
              Section
                7.07.  Owner Trustee May Own the Certificates and
                Notes..........................................................................................18

            


    

     

    
      	
              ARTICLE
                VIII

            	
              COMPENSATION
                OF OWNER
                TRUSTEE.....................................................................................................................................18

            


    

     

    
      	
               

            	
              Section
                8.01.  Owner Trustee's Fees and
                Expenses..................................................................................................................18

            


    

     

    
      	
               

            	
              Section
                8.02. 
                Indemnification...................................................................................................................................................19

            


    

     

    
      	
               

            	
              Section
                8.03.  Payments to the Owner
                Trustee..........................................................................................................................19

            


    

     

    
      	
              ARTICLE
                IX

            	
              TERMINATION
                OF TRUST
                AGREEMENT.....................................................................................................................................19

            


    

     

    
      	
               

            	
              Section
                9.01.  Termination of Trust
                Agreement.........................................................................................................................19

            


    

     

    
      	
              ARTICLE
                X

            	
              SUCCESSOR
                OWNER TRUSTEES AND ADDITIONAL OWNER
                TRUSTEES............................................................................20

            


    

     

    
      	
               

            	
              Section
                10.01.  Eligibility Requirements for Owner
                Trustee........................................................................................................20

            


    

     

    
      	
               

            	
              Section
                10.02.  Resignation or Removal of Owner
                Trustee........................................................................................................20

            


    

     

    
      	
               

            	
              Section
                10.03.  Successor Owner
                Trustee................................................................................................................................21

            


    

     

    
      	
               

            	
              Section
                10.04.  Merger or Consolidation of Owner
                Trustee......................................................................................................22

            


    

     

    
      	
               

            	
              Section
                10.05.  Appointment of Co-Trustee or Separate
                Trustee..............................................................................................22

            


    

     

    
      	
              ARTICLE
                XI

            	
              MISCELLANEOUS...........................................................................................................................................................................23

            


    

     

    
      	
               

            	
              Section
                11.01.  Supplements and
                Amendments.........................................................................................................................23

            


    

     

    
      	
               

            	
              Section
                11.02.  No Legal Title to Owner Trust Estate in the
                Owner...........................................................................................24

            


    

     

    
      	
               

            	
              Section
                11.03.  Limitations on Rights of
                Others.........................................................................................................................24

            


    

     

    
      	
               

            	
              Section
                11.04. 
                Notices............................................................................................................................................................24

            


    

     

    
      	
               

            	
              Section
                11.05. 
                Severability......................................................................................................................................................25

            


    

     

    
      	
               

            	
              Section
                11.07.  Successors and
                Assigns...................................................................................................................................25

            


    

     

    
      	
               

            	
              Section
                11.08.  No
                Petition......................................................................................................................................................25

            


    

     

    
      	
               

            	
              Section
                11.09.  No
                Recourse...................................................................................................................................................25

            


    

     

    
      	
               

            	
              Section
                11.10. 
                Headings.........................................................................................................................................................25

            


    

     

    
      	
               

            	
              Section
                11.11.  GOVERNING
                LAW......................................................................................................................................25

            


    

     

    
      	
               

            	
              Section
                11.12.  Certificate Transfer
                Restrictions........................................................................................................................26

            


    

     

    
      	
               

            	
              Section
                11.13.  Depositor Payment
                Obligation..........................................................................................................................26

            


    

     

    
      	
              ARTICLE
                XII

            	
              REGULATION
                AB
                COMPLIANCE..................................................................................................................................................27

            


    

     

    
      	
               

            	
              Section
                12.01.  Intent of the Parties;
                Reasonableness................................................................................................................27

            


    

     

    
      	
               

            	
              Section
                12.02.  Additional Representation and Warranty of the Owner
                Trustee.........................................................................27

            


    

     

    
      	
               

            	
              Section
                12.03.  Information to Be Provided by the Owner
                Trustee............................................................................................27

            


    

     

    EXHIBITS

    EXHIBIT
      A – FORM OF CERTIFICATE A-1

    EXHIBIT
      B – CERTIFICATE OF TRUST B-1

    EXHIBIT
      C – CERTIFICATEHOLDER CERTIFICATIONC-1

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    THIS
      AMENDED AND RESTATED TRUST AGREEMENT, dated as of September 27, 2007, is between
      CATERPILLAR FINANCIAL FUNDING CORPORATION, a Nevada corporation, as depositor,
      and THE BANK OF NEW YORK (DELAWARE), a Delaware banking
      corporation, as trustee.

                                  

     

    


    ARTICLE
      I

     

    DEFINITIONS

     

    Section
      1.01.  Capitalized
      Terms.  For all purposes of this Agreement, the following
      terms shall have the meanings set forth below:

     

    "Administration
      Agreement" means the Administration Agreement, dated as of September 1,
      2007, among the Administrator, the Issuing Entity, the Depositor and the
      Indenture Trustee, as the same may be amended, modified or supplemented from
      time to time.

     

    "Administrator"
      means Caterpillar Financial Services Corporation, a Delaware corporation, or
      any
      successor Administrator under the Administration Agreement.

     

    "Agreement"
      means this Trust Agreement, as the same may be amended, modified or supplemented
      from time to time.

     

    "Basic
      Documents" means the Purchase Agreement, the Sale and Servicing Agreement,
      the Indenture, the Administration Agreement, the Depository Agreement, the
      Interest Rate Swap Agreement, the Notes, the Certificates and the other
      documents and certificates delivered in connection therewith.

     

    "Benefit
      Plan Investor" has the meaning specified in Section
      11.12.

     

    "Certificate
      Distribution Account" has the meaning specified in
Section 5.01.

     

    "Certificate
      of Trust" means the Certificate of Trust in the form of Exhibit B which
      has been filed for the Issuing Entity pursuant to Section 3810(a) of the
      Statutory Trust Statute.

     

    "Certificate
      Register" and "Certificate Registrar" means the register mentioned
      and the registrar appointed pursuant to Section 3.04.

     

    "Certificateholder"
      means any registered holder of Certificates.

     

    "Certificateholder
      Certification"
means
      a certification with
      respect to non-foreign status and Benefit Plan Investor status in the form
      of
Exhibit
      C.

     

    "Code"
      means the Internal Revenue Code of 1986, as amended.

     

    "Commission"
      means the United States Securities and Exchange Commission or any successor
      entity.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Corporate
      Trust Office" means, with respect to the Owner Trustee, the principal
      corporate trust office of the Owner Trustee located at 100 White Clay Center,
      Route 273, Newark, Delaware 19711; or at such other address as the Owner Trustee
      may designate by notice to the Certificateholders, the Administrator, and the
      Depositor, or the principal corporate trust office of any successor Owner
      Trustee (the address of which the successor owner trustee will notify the
      Depositor, the Administrator, and the Certificateholders).

     

    "Depositor"
      means Caterpillar Financial Funding Corporation in its capacity as Depositor,
      and its successors in such capacity.

     

    "Depository
      Agreement" means the agreement, dated September 26, 2007, among the Issuing
      Entity, the Indenture Trustee and The Depository Trust Company.

     

    "Exchange
      Act" means the Securities Exchange Act of 1934, as amended.

     

    "Expenses"
      has the meaning specified in Section 8.02.

     

    "Indemnified
      Parties" has the meaning specified in Section 8.02.

     

    "Indenture"
      means the Indenture, dated as of September 1, 2007, between the Issuing Entity
      and the Indenture Trustee, as the same may be amended, modified or supplemented
      from time to time.

     

    "Indenture
      Trustee" means U.S. Bank National Association, not in its individual
      capacity but solely as Indenture Trustee under the Indenture, and any successor
      Indenture Trustee under the Indenture.

     

    "Issuing
      Entity" means Caterpillar Financial Asset Trust 2007-A, a Delaware statutory
      trust created pursuant to the Original Trust Agreement.

     

    "Original
      Trust Agreement" means the Trust Agreement, dated as of August 1, 2007,
      between Depositor and Owner Trustee.

     

    "Owner
      Trust Estate" means all right, title and interest of the Issuing Entity in
      and to the property and rights assigned to the Issuing Entity pursuant to
      Article II of the Sale and Servicing Agreement, all funds on deposit from time
      to time in the Trust Accounts and the Certificate Distribution Account and
      all
      other property of the Issuing Entity from time to time, including any rights
      of
      the Owner Trustee and the Issuing Entity pursuant to the Sale and Servicing
      Agreement and the Administration Agreement.

     

    "Owner
      Trustee" means The Bank of New York (Delaware), a Delaware banking
      corporation, not in its individual capacity but solely as owner trustee under
      this Agreement, and any successor Owner Trustee hereunder.

     

    "Paying
      Agent" means any paying agent or co-paying agent appointed pursuant to
Section 3.09 and shall initially be The Bank of New York (Delaware),
      a Delaware banking corporation.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    "Percentage
      Interest" means, with respect
      to any Certificate, the percentage set forth on the face of such Certificate;
      provided,
however,
      that the aggregate Percentage Interest
      of the Certificates that may be authenticated and delivered under this Agreement
      is limited to 100%.

     

    "Record
      Date" means,
      with respect to any Distribution Date
      and the Certificates, at the close of business on the last calendar day of
      the
      month preceding the month in which such Distribution Date
      occurs.

     

    "Regulation
      AB" means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17
      C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and
      subject to such clarification and interpretation as have been provided by the
      Commission in the adopting release (Asset-Backed Securities, Securities Act
      Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (January 7, 2005)) or by the
      staff of the Commission, or as may be provided by the Commission or its staff
      from time to time.

     

    "Sale
      and Servicing Agreement" shall mean the Sale and Servicing Agreement, dated
      as of September 1, 2007, among the Issuing Entity, the Depositor, as depositor,
      and Caterpillar Financial Services Corporation, as servicer, as the same may
      be
      amended, modified or supplemented from time to time.

     

    "Secretary
      of State" means the Secretary of State of the State of
      Delaware.

     

    "Securities
      Act" means the Securities Act of 1933, as amended.

     

    "Servicing
      Criteria" means the "servicing criteria" set forth in Item 1122(d) of
      Regulation AB, as such may be amended from time to time.

     

    "Statutory
      Trust Statute" means Chapter 38 of Title 12 of the Delaware Code, 12 Del.
      Code§ 3801 etseq., as the same may be amended from time
      to time.

     

    "Transaction
      Party" means the Issuing Entity, the Depositor, the Servicer, the Owner
      Trustee, the Indenture Trustee, the Administrator, and any other material
      transaction party in connection with the Notes.

     

    "Treasury
      Regulations" means regulations, including proposed or temporary regulations,
      promulgated under the Code. References herein to specific provisions of proposed
      or temporary regulations shall include analogous provisions of final Treasury
      Regulations or other successor Treasury Regulations.

     

    "Trust"
      means the Issuing Entity.

     

    Section
      1.02.  Other
      Definitional
      Provisions.  

     

    (a)  Capitalized
      terms used herein and not otherwise defined have the meanings assigned to them
      in the Sale and Servicing Agreement or, if not defined therein, in the
      Indenture.

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (b)  All
      terms defined in this Agreement shall have the defined meanings when used in
      any
      certificate or other document made or delivered pursuant hereto unless otherwise
      defined therein.

     

    (c)  As
      used in this Agreement and in any certificate or other document made or
      delivered pursuant hereto, accounting terms not defined in this Agreement or
      in
      any such certificate or other document, and accounting terms partly defined
      in
      this Agreement or in any such certificate or other document to the extent not
      defined, shall have the respective meanings given to them under generally
      accepted accounting principles. To the extent that the definitions of accounting
      terms in this Agreement or in any such certificate or other document are
      inconsistent with the meanings of such terms under generally accepted accounting
      principles, the definitions contained in this Agreement or in any such
      certificate or other document shall control.

     

    (d)  The
      words "hereof," "herein," "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; Section and Exhibit references
      contained in this Agreement are references to Sections and Exhibits in or to
      this Agreement unless otherwise specified; and the term "including" shall mean
      "including without limitation"; the term "or" is not exclusive; and the term
      "proceeds" has the meaning set forth in the UCC.

     

    (e)  The
      definitions contained in this Agreement are applicable to the singular as well
      as the plural forms of such terms and to the masculine as well as to the
      feminine and neuter genders of such terms.

     

     

    ARTICLE
      II

     

    ORGANIZATION

     

    Section
      2.01.  Name.  The
      Trust
      created by the Original Trust Agreement shall be known as "Caterpillar Financial
      Asset Trust 2007-A," in which name the Owner Trustee may conduct the business
      of
      the Trust, make and execute contracts and other instruments on behalf of the
      Trust and sue and be sued.

     

    Section
      2.02.  Office.  The
      office of the Trust shall be in care of the Owner Trustee at the Corporate
      Trust
      Office or at such other address in the State of Delaware as the Owner Trustee
      may designate by written notice to the Depositor and the
      Administrator.

     

    Section
      2.03.  Purpose
      and
      Powers.  

     

    (a)  The
      purpose of the Trust is to engage in the following activities:

     

    (i)  to
      issue the Class A-1 Notes, Class A-2 Notes, the Class A-3 Notes and the Class
      B
      Notes pursuant to the Indenture and the Certificates pursuant to this Agreement,
      and to sell $150,000,000 aggregate principal amount of the Class A-1 Notes,
      $75,000,000 aggregate principal amount of Class A-2a Notes, $126,000,000
      aggregate principal amount of the Class A-2b Notes, $134,050,000 aggregate
      principal amount of Class A-3a Notes, $155,000,000 aggregate principal amount
      of
      the Class A-3b Notes and $19,798,000 aggregate principal amount of Class B
      Notes
      to or upon the written order of the Depositor pursuant to Section 2.01 of
      the Sale and Servicing Agreement and issue the Certificates to or upon the
      written order of the Depositor pursuant to Section 2.01 of the Sale and
      Servicing Agreement;

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (ii)  with
      the proceeds from capital contributions from the Depositor to pay the
      organizational, start-up and transactional expenses of the Trust and to fund
      the
      Reserve Account;

     

    (iii)  to
      assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant
      to the Indenture and to hold, manage and distribute to the Certificateholders
      pursuant to the terms of the Sale and Servicing Agreement and this Agreement
      any
      portion of the Trust Estate released from the Lien of, and remitted to the
      Trust
      pursuant to, the Indenture;

     

    (iv)  to
      enter into and perform its obligations under the Basic Documents to which it
      is
      to be a party;

     

    (v)  to
      engage in those activities, including entering into agreements, that are
      necessary, suitable or convenient to accomplish the foregoing or are incidental
      thereto or connected therewith;

     

    (vi)  to
      enter into and perform its obligations under any interest rate protection
      agreement or agreements relating to the Notes between the Issuing Entity and
      one
      or more Swap Counterparties, including any confirmations, evidencing the
      transactions thereunder (including the Interest Rate Swap Agreement);
      and

     

    (vii)  subject
      to compliance with the Basic Documents, to engage in such other activities
      as
      may be required in connection with conservation of the Owner Trust Estate and
      the making of distributions to the Swap Counterparty, the Certificateholders
      and
      the Noteholders.

     

    The
      Trust shall not engage in any activity other than in connection with the
      foregoing or other than as required or authorized by the terms of this Agreement
      or the Basic Documents.

     

    Section
      2.04.  Appointment
      of Owner
      Trustee.  The Depositor hereby appoints the Owner Trustee
      as trustee of the Trust effective as of the date hereof, to have all the rights,
      powers and duties set forth herein.

     

    Section
      2.05.  Initial
      Capital Contribution of Trust
      Estate.  Pursuant to the Original Trust Agreement, the
      Depositor sold, assigned, transferred, conveyed and set over to the Owner
      Trustee, as of the date thereof, the sum of $100.  The Owner Trustee
      hereby acknowledges receipt in trust from the Depositor, as of the date of
      the
      Original Trust Agreement, of the foregoing contribution, which shall constitute
      the initial Owner Trust Estate and shall be deposited in the Certificate
      Distribution Account. The Depositor shall pay organizational expenses of the
      Trust as they may arise or shall, upon the request of the Owner Trustee,
      promptly reimburse the Owner Trustee for any such expenses paid by the Owner
      Trustee.

     

    Section
      2.06.  Declaration
      of
      Trust.  The Owner Trustee hereby declares that it will hold
      the Owner Trust Estate in trust upon and subject to the conditions set forth
      herein for the use and benefit of the Certificateholders, subject to the
      obligations of the Trust under the Basic Documents.  It is the
      intention of the parties hereto that the Trust constitute a statutory trust
      under the Statutory Trust Statute and that this Agreement constitute the
      governing instrument of such statutory trust.  It is the intention of
      the parties hereto that, for income and franchise tax purposes, the Trust shall
      be treated as a partnership among the Certificateholders.  The parties
      agree that, unless otherwise required by appropriate tax authorities, the Trust
      will file or cause to be filed annual or other necessary returns, reports and
      other forms consistent with the characterization of the Trust as a partnership
      for such tax purposes. Effective as of the date hereof, the Owner Trustee shall
      have all rights, powers and duties set forth herein and in the Statutory Trust
      Statute with respect to accomplishing the purposes of the Trust.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    Section
      2.07.  Liability
      of the
      Certificateholders.  The Certificateholders shall not have
      any personal liability for any liability or obligation of the
      Trust.

     

    Section
      2.08.  Title
      to Trust
      Property.  Legal title to all the Owner Trust Estate shall
      be vested at all times in the Trust as a separate legal entity except where
      applicable law in any jurisdiction requires title to any part of the Owner
      Trust
      Estate to be vested in one or more trustees, in which case title shall be deemed
      to be vested in the Owner Trustee, a co-trustee or a separate trustee, as the
      case may be.

     

    Section
      2.09.  Situs
      of
      Trust.  The Trust will be located and administered in the
      State of Delaware. All bank accounts maintained by the Owner Trustee on behalf
      of the Trust shall be located in the State of Delaware or the State of New
      York.  The Trust shall not have any employees in any state other than
      Delaware; provided, however, that nothing herein shall restrict or
      prohibit the Owner Trustee from having employees within or without the State
      of
      Delaware.  Payments will be received by the Trust only in Delaware or
      New York, and payments will be made by the Trust only from Delaware or New
      York.  The only office of the Trust will be at the Corporate Trust
      Office in Delaware.

     

    Section
      2.10.  Representations
      and Warranties of
      Depositor.  The Depositor hereby represents and warrants to
      the Owner Trustee that:

     

    (a)  The
      Depositor is duly organized and validly existing as a corporation in good
      standing under the laws of the State of Nevada, with power and authority to
      own
      its properties and to conduct its business as such properties are currently
      owned and such business is presently conducted.

     

    (b)  The
      Depositor is duly qualified to do business as a foreign corporation in good
      standing, and has obtained all necessary licenses and approvals in all
      jurisdictions in which the failure to so qualify or to obtain such license
      or
      approval would render any Receivable unenforceable that would otherwise be
      enforceable by the Depositor, the Servicer or the Owner Trustee.

     

    (c)  The
      Depositor has the power and authority to execute and deliver this Agreement
      and
      to carry out its terms; the Depositor has full power and authority to sell
      and
      assign the property to be sold and assigned to and deposited with the Trust
      and
      the Depositor shall have duly authorized such sale and assignment and deposit
      to
      the Trust by all necessary corporate action; and the execution, delivery and
      performance of this Agreement has been duly authorized by the Depositor by
      all
      necessary corporate action.

     

    
      
        
        

      

      
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    (d)  The
      consummation of the transactions contemplated by this Agreement and the
      fulfillment of the terms hereof do not conflict with, result in any breach
      of
      any of the terms and provisions of, or constitute (with or without notice or
      lapse of time) a default under, the certificate of incorporation or by-laws
      of
      the Depositor, or any indenture, agreement or other instrument to which the
      Depositor is a party or by which it is bound; nor result in the creation or
      imposition of any Lien upon any of its properties pursuant to the terms of
      any
      such indenture, agreement or other instrument (other than pursuant to the Basic
      Documents); nor violate any law or, to the best of the Depositor's knowledge,
      any order, rule or regulation applicable to the Depositor of any court, federal
      or state regulatory body, administrative agency or other governmental
      instrumentality having jurisdiction over the Depositor or its
      properties.

     

    (e)  There
      are no proceedings or investigations pending, or, to the best of Depositor's
      knowledge, threatened, before any court, federal or state regulatory body,
      administrative agency or other governmental instrumentality having jurisdiction
      over the Depositor or its properties which (i) assert the invalidity of this
      Agreement or any of the Basic Documents, (ii) seek to prevent the consummation
      of any of the transactions contemplated by this Agreement or any of the Basic
      Documents, or (iii) seek any determination or ruling that might materially
      and
      adversely affect the performance by the Depositor of its obligations under,
      or
      the validity or enforceability of, this Agreement or any of the Basic
      Documents.

     

    Section
      2.11.  Amended
      and Restated Trust
      Agreement.  This Agreement amends and restates in its
      entirety the Original Trust Agreement.

     

     

    ARTICLE
      III

     

    CERTIFICATES
      AND TRANSFER OF INTERESTS

     

    Section
      3.01.  Initial
      Ownership.  Upon the formation of the Trust pursuant to the
      Original Trust Agreement and thereafter so long as the Depositor remains the
      sole Certificateholder, the Depositor shall be the sole beneficiary of the
      Trust.  The Depositor may transfer all or any part of its right, title
      and interest in and to the Certificates in accordance with this Article III
      and
      Section 11.12.  No such transfer shall be effective until such time as
      written notice thereof signed by both the transferor and transferee and an
      executed copy of the Certificateholder Certification are delivered to the Owner
      Trustee.

     

    Section
      3.02.  Form
      of
      Certificates.  The Certificates, which represent an
      undivided beneficial interest in the Issuing Entity, shall be issued to or
      upon
      the written order of the Depositor.  The Certificates shall be
      executed on behalf of the Trust by manual or facsimile signature of a Trust
      Officer of the Owner Trustee.  The Certificates bearing the manual or
      facsimile signatures of individuals who were, at the time when such signatures
      shall have been affixed, authorized to sign on behalf of the Trust, shall,
      when
      duly authenticated pursuant to Section 3.03, be validly issued and
      entitled to the benefits of this Agreement, notwithstanding that such
      individuals or any of them shall have ceased to be so authorized prior to the
      authentication and delivery of the Certificates or did not hold such offices
      at
      the date of authentication and delivery of the Certificates.

     

    
      
        
        

      

      
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    Section
      3.03.  Authentication
      of the
      Certificates.  Concurrently with the initial sale of the
      Receivables to the Trust pursuant to the Sale and Servicing Agreement, the
      Owner
      Trustee shall cause the Certificates to be executed on behalf of the Trust,
      authenticated and delivered to or upon the written order of the Depositor,
      signed by its Chairman of the Board, its President, any Vice President, its
      Treasurer, its Secretary or any Assistant Treasurer, without further corporate
      action by the Depositor.  The Certificates shall not entitle their
      holder to any benefit under this Agreement, or be valid for any purpose, unless
      there shall appear on the Certificates a certificate of authentication
      substantially in the form set forth in Exhibit A executed by the Owner
      Trustee or the Owner Trustee's authentication agent, by manual signature; such
      authentication shall constitute conclusive evidence that the Certificates shall
      have been duly authenticated and delivered hereunder. The Certificates shall
      be
      dated the date of their authentication.

     

    Section
      3.04.  Registration
      of Transfer of the
      Certificates.  The Certificate Registrar shall keep or
      cause to be kept, at the office or agency maintained pursuant to
Section 3.08, a Certificate Register in which, subject to such
      reasonable regulations as it may prescribe, the Owner Trustee shall provide
      for
      the registration of the Certificates and of transfers of the Certificates as
      herein provided.  The Bank of New York (Delaware) shall be the initial
      Certificate Registrar.

     

    Upon
      surrender for registration of transfer of the Certificates at the office or
      agency maintained pursuant to Section 3.08, the Owner Trustee shall
      execute, authenticate and deliver (or shall cause its authenticating agent
      to
      authenticate and deliver), in the name of the designated transferee or
      transferees, a new Certificate of a like aggregate Percentage Interest dated
      the
      date of authentication by the Owner Trustee or any authenticating
      agent.  The Owner Trustee shall not register a transfer of any
      Certificate unless the transferee of the Certificate delivers to the Certificate
      Registrar and authenticating agent an executed Certificateholder
      Certification.

     

    A
      Certificate presented or surrendered for registration of transfer shall be
      accompanied by a written instrument of transfer in form satisfactory to the
      Owner Trustee and the Certificate Registrar duly executed by the
      Certificateholder or its attorney duly authorized in writing, along with a
      Certificateholder Certification duly executed by the transferee of such
      Certificate.  The Certificate surrendered for registration of transfer
      shall be cancelled and subsequently disposed of by the Owner Trustee in
      accordance with its customary practice.

     

    No
      service charge shall be made for any registration of transfer of the
      Certificates, but the Owner Trustee or the Certificate Registrar may require
      payment of a sum sufficient to cover any tax or governmental charge that may
      be
      imposed in connection with any transfer or exchange of the
      Certificates.

     

    The
      Certificates have not been and will not be registered under the Securities
      Act,
      or any state securities laws and neither the Certificates nor any interest
      therein may be offered, sold, pledged or otherwise transferred except in
      accordance with applicable securities laws of any state of the United States
      and
      in reliance on the private placement exemption of the Securities
      Act.  The Owner Trustee may (but shall not be obligated) at any time
      or times request an Opinion of Counsel as to compliance with this restriction
      in
      connection with any transfer of a Certificate.

     

    
      
        
        

      

      
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    Section
      3.05.  Mutilated,
      Destroyed, Lost or Stolen
      Certificate.  If  (a) a Certificate is mutilated
      and shall be surrendered to the Certificate Registrar, or if the Certificate
      Registrar shall receive evidence to its satisfaction of the destruction, loss
      or
      theft of a Certificate and (b) there shall be delivered to the Certificate
      Registrar and the Owner Trustee such security or indemnity as may be required
      by
      them to save each of them harmless, then in the absence of notice that such
      Certificate shall have been acquired by a protected purchaser, the Owner Trustee
      on behalf of the Trust shall execute and the Owner Trustee, or the Owner
      Trustee's authenticating agent, shall authenticate and deliver, in exchange
      for
      or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a
      new
      Certificate of like tenor and denomination.  In connection with the
      issuance of any new Certificate under this Section, the Owner Trustee or the
      Certificate Registrar may require the payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection
      therewith.  Any duplicate Certificate issued pursuant to this
      Section shall constitute conclusive evidence of an ownership interest in
      the Trust, as if originally issued, whether or not the lost, stolen or destroyed
      Certificate shall be found at any time.

     

    Section
      3.06.  Persons
      Deemed
      Owner.  Prior to due presentation of the Certificates for
      registration of transfer, the Owner Trustee or the Certificate Registrar may
      treat the Person in whose name a Certificate is registered in the Certificate
      Register as the owner of such Certificate for the purpose of receiving
      distributions pursuant to Section 5.02 and for all other purposes
      whatsoever, and neither the Owner Trustee nor the Certificate Registrar shall
      be
      bound by any notice to the contrary.

     

    Section
      3.07.  Access
      to List of Certificateholder's
      Names and Addresses.  The Owner Trustee shall furnish or
      cause to be furnished to the Servicer and the Depositor, within 15 days after
      receipt by the Owner Trustee of a request therefor from the Servicer or the
      Depositor in writing, the name and address of the Certificateholders as of
      the
      most recent Record Date.  Each Certificateholder, by receiving and
      holding the Certificates, shall be deemed to have agreed not to hold the
      Depositor, the Servicer, or the Owner Trustee accountable by reason of the
      disclosure of its name and address, regardless of the source from which such
      information was derived.

     

    Section
      3.08.  Maintenance
      of Office or
      Agency.  The Owner Trustee shall maintain in the Borough of
      Manhattan, in the City of New York, an office or offices or agency or agencies
      where notices and demands to or upon the Owner Trustee in respect of the
      Certificates and the Basic Documents may be served.  The Owner Trustee
      initially designates The Bank of New York (Delaware), c/o The Bank of New York,
      101 Barclay Street, New York, New York 10007 as its principal corporate trust
      office for such purposes. The Owner Trustee shall give prompt written notice
      to
      the Depositor and the Administrator of any change in the location of the
      Certificate Register or any such office or agency. 

     

    Section
      3.09.  Appointment
      of Paying
      Agents.  The Paying Agent shall make distributions to the
      Certificateholders from the Certificate Distribution Account pursuant to
Section 5.02 and shall report the amounts of such distributions to
      the Owner Trustee.  Any Paying Agent shall have the revocable power to
      withdraw funds from the Certificate Distribution Account for the purpose of
      making the distributions referred to above.  The Owner Trustee may
      revoke such power and remove the Paying Agent if the Owner Trustee determines
      in
      its sole discretion that the Paying Agent shall have failed to perform its
      obligations under this Agreement in any material respect.  The Paying
      Agent shall initially be The Bank of New York (Delaware), and any co-paying
      agent chosen by The Bank of New York (Delaware) and acceptable to the Owner
      Trustee.  The Bank of New York (Delaware) shall be permitted
      to resign
      as Paying Agent upon 30 days' written notice to the Owner Trustee and the
      Administrator.  In the event that The Bank of New York (Delaware)
      shall 

     

    
      
        
        

      

      
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      no
        longer be the Paying Agent, the Owner Trustee shall appoint a successor to
        act
        as Paying Agent (which shall be a bank or trust company).  The Owner
        Trustee shall cause such successor Paying Agent or any additional Paying
        Agent
        appointed by the Owner Trustee to execute and deliver to the Owner Trustee
        an
        instrument in which such successor Paying Agent or additional Paying Agent
        shall
        agree with the Owner Trustee that as Paying Agent, such successor Paying
        Agent
        or additional Paying Agent will hold all sums, if any, held by it for payment
        to
        the Certificateholders in trust for the benefit of the Certificateholders
        entitled thereto until such sums shall be paid to the
        Certificateholders.  The Paying Agent shall return all unclaimed funds
        to the Owner Trustee and upon removal of a Paying Agent such Paying Agent
        shall
        also return all funds in its possession to the Owner Trustee.  The
        provisions of Sections 7.01, 7.03, 7.04 and
8.01 shall apply to the Owner Trustee also in
        its role as Paying Agent,
        for so long as the Owner Trustee shall act as Paying Agent and, to the extent
        applicable, to any other paying agent appointed hereunder.  Any
        reference in this Agreement to the Paying Agent shall include any co-paying
        agent unless the context requires otherwise.

       

    

    Section
      3.10.  Certificates
      Nonassessable and Fully
      Paid.  The interests represented by the Certificates shall
      be nonassessable for any losses or expenses of the Issuing Entity or for any
      reason whatsoever, and, upon the authentication thereof by the Owner Trustee
      pursuant to Section 3.03, 3.04 or 3.05, the Certificates are and shall be deemed
      fully paid.

     

     

    ARTICLE
      IV

     

    ACTIONS
      BY OWNER TRUSTEE

     

    Section
      4.01.  Prior
      Notice to Certificateholders
      with Respect to Certain Matters.  With respect to the
      following matters, the Owner Trustee shall not take action unless at least
      30
      days before the taking of such action, the Owner Trustee shall have notified
      the
      Certificateholders in writing of the proposed action and the Certificateholders
      shall not have notified the Owner Trustee in writing prior to the 30th day
      after
      such notice is given that the Certificateholders evidencing Percentage Interests
      aggregating more than 50% have withheld consent or provided alternative
      direction: 

     

    (a)  the
      initiation of any claim or lawsuit by the Trust (other than an action to collect
      on a Receivable) and the compromise of any action, claim or lawsuit brought
      by
      or against the Trust (other than an action to collect on a
      Receivable);

     

    (b)  the
      election by the Trust to file an amendment to the Certificate of
      Trust;

     

    (c)  the
      amendment of the Indenture by a supplemental indenture in circumstances where
      the consent of any Noteholder or the Swap Counterparty is required;

     

     

    
      
        
        

      

      
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    (d)  the
      amendment of the Indenture by a supplemental indenture in circumstances where
      the consent of any Noteholder is not required and such amendment materially
      adversely affects the interest of the Certificateholders;

     

    (e)  the
      amendment, change or modification of the Administration Agreement, except to
      cure any ambiguity or to amend or supplement any provision in a manner that
      would not materially adversely affect the interests of the Certificateholders;
      or

     

    (f)  the
      appointment pursuant to the Indenture of a successor Note Registrar, Paying
      Agent or Trustee or the appointment pursuant to this Agreement of a successor
      Certificate Registrar, or the consent to the assignment by the Note Registrar,
      Paying Agent or Trustee or Certificate Registrar of its obligations under the
      Indenture or this Agreement, as applicable.

     

    Section
      4.02.  Action
      By the Certificateholders with
      Respect to Certain Matters.  The Owner Trustee shall not
      have the power, except upon the direction of Certificateholders evidencing
      Percentage Interests aggregating more than 50%, to (a) remove the Administrator
      under the Administration Agreement pursuant to Section 8 thereof, (b)
      appoint a successor Administrator pursuant to Section 8 of the
      Administration Agreement, (c) remove the Servicer under the Sale and Servicing
      Agreement pursuant to Section 8.01 thereof or (d) except as expressly
      provided in the Basic Documents, sell the Receivables after the termination
      of
      the Indenture.  The Owner Trustee shall take the actions referred to
      in the preceding sentence only upon written instructions signed by
      Certificateholders evidencing Percentage Interests aggregating more than
      50%.

     

    Section
      4.03.  Action
      By Certificateholders with
      Respect to Bankruptcy. The Owner Trustee shall not have the power to
      commence a voluntary proceeding in bankruptcy relating to the Trust without
      the
      prior approval of the Certificateholders and the delivery to the Owner Trustee
      by Certificateholders evidencing Percentage Interests aggregating more than
      50%
      of a certificate certifying that such Certificateholders reasonably believe
      that
      the Trust is insolvent.

     

    Section
      4.04.  Restrictions
      on Certificateholders'
      Power.  The Certificateholders shall not direct the Owner
      Trustee to take or refrain from taking any action if such action or inaction
      would be contrary to any obligation of the Trust or the Owner Trustee under
      this
      Agreement or any of the Basic Documents or would be contrary to
Section 2.03 nor shall the Owner Trustee be obligated to follow any
      such direction, if given.

     

     

    ARTICLE
      V


     

    APPLICATION
      OF TRUST FUNDS; CERTAIN DUTIES

     

    Section
      5.01.  Establishment
      of Trust
      Account.  The Owner Trustee, for the benefit of the
      Certificateholders, shall establish and maintain in the name of the Trust an
      Eligible Securities Account (the "Certificate Distribution Account"), bearing
      a
      designation clearly indicating that the funds deposited therein are held for
      the
      benefit of the Certificateholders.

     

     

    
      
        
        

      

      
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    The
      Owner Trustee shall possess all right, title and interest in all funds on
      deposit from time to time in the Certificate Distribution Account and in all
      proceeds thereof.  Except as otherwise provided herein, the
      Certificate Distribution Account shall be under the sole dominion and control
      of
      the Owner Trustee for the benefit of the Certificateholders.  If, at
      any time, the Certificate Distribution Account ceases to be an Eligible
      Securities Account, the Owner Trustee shall within 10 Business Days following
      notification of such occurrence (or such longer period, not to exceed 30
      calendar days, as to which each Rating Agency may consent) establish a new
      Certificate Distribution Account as an Eligible Securities Account and shall
      transfer any cash or any investments in the existing Certificate Distribution
      Account to such new Certificate Distribution Account.

     

    Section
      5.02.  Application
      of Trust
      Funds.  

     

    (a)  On
      each Distribution Date, the Owner Trustee will distribute amounts deposited
      in
      the Certificate Distribution Account pursuant to Sections 5.05 and
5.06 of the Sale and Servicing Agreement or pursuant to Section
      5.04(b) or 5.04(c) of the Indenture on or before such Distribution
      Date to the Certificateholders in accordance with their Percentage
      Interests.

     

    (b)  On
      each Distribution Date, the Administrator shall send to the Certificateholders
      the statement provided to the Administrator by the Servicer pursuant to
Section 4.09 of the Sale and Servicing Agreement on such
      Distribution Date.

     

    (c)  In
      the event that any withholding tax is imposed on the Trust's payment (or
      allocations of income) to the Certificateholders, such tax shall reduce the
      amount otherwise distributable to the Certificateholders in accordance with
      this
      Section.  The Owner Trustee is hereby authorized and directed to
      retain from amounts otherwise distributable to the Certificateholders sufficient
      funds for the payment of any tax that is legally owed or required to be withheld
      by the Trust (but such authorization shall not prevent the Owner Trustee from
      contesting any such tax in appropriate proceedings, and withholding payment
      of
      such tax, if permitted by law, pending the outcome of such
      proceedings).  The amount of any withholding tax imposed with respect
      to the Certificateholders shall be treated as cash distributed to the
      Certificateholders at the time it is withheld by the Trust and remitted to
      the
      appropriate taxing authority.  If there is a possibility that
      withholding tax is payable with respect to a distribution, the Owner Trustee
      may
      in its sole discretion withhold such amounts in accordance with this clause
      (c).  In the event that a Certificateholder wishes to apply for a
      refund of any such withholding tax, the Owner Trustee shall reasonably cooperate
      with the Certificateholder in making such claim so long as the Certificateholder
      agrees to reimburse the Owner Trustee for any out-of-pocket expenses
      incurred.

     

    Section
      5.03.  Method
      of
      Payment.  Subject to Section 9.01(c),
      distributions required to be made to the Certificateholders on any Distribution
      Date shall be made to the Certificateholders of record on the preceding Record
      Date either by wire transfer, in immediately available funds, to the account
      of
      such Certificateholders at a bank or other entity having appropriate facilities
      therefor, if a Certificateholder shall have provided to the Certificate
      Registrar appropriate written instructions at least five Business Days prior
      to
      such Distribution Date or, if not, by check mailed to the Certificateholder
      at
      the address of such Certificateholder appearing in the Certificate
      Register.

     

     

    
      
        
        

      

      
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    Section
      5.04.  No
      Segregation of Monies; No
      Interest.  Subject to Section 5.01 and
5.02, monies received by the Owner Trustee hereunder
      need not be
      segregated in any manner except to the extent required by law, this Agreement,
      or the Sale and Servicing Agreement and may be deposited under such general
      conditions as may be prescribed by law, and the Owner Trustee shall not be
      liable for any interest thereon.

     

    Section
      5.05.  Accounting
      and Report to the
      Noteholders, the Certificateholders, the Internal Revenue Service and
      Others.  The Owner Trustee shall (a) maintain (or cause to
      be maintained) the books of the Trust on a fiscal year basis ending December
      31,
      (or such other period as may be required by applicable law), with the first
      year
      being a short year ending December 31, 2007, and on the accrual method of
      accounting, (b) deliver to the Certificateholders, as may be required by the
      Code and applicable Treasury Regulations, such information as may be required
      to
      enable the Certificateholders to prepare their federal and state income tax
      returns, and make such elections as may from time to time be required or
      appropriate under any applicable state or federal statute or rule or regulation
      thereunder so as to maintain the Trust's characterization as a partnership
      for
      federal income tax purposes and (c) collect or cause to be collected any
      withholding tax as described in and in accordance with
Section 5.02(c) with respect to distributions from the
      Trust.

     

    ARTICLE
      VI

     

    AUTHORITY
      AND DUTIES OF OWNER TRUSTEE

     

    Section
      6.01.  General
      Authority.  The Owner Trustee is authorized and directed to
      execute and deliver the Basic Documents to which the Trust is to be a party
      and
      each certificate or other document attached as an exhibit to or contemplated
      by
      the Basic Documents to which the Trust is to be a party, or any amendment
      thereto or other agreement, in each case, in such form as the Depositor shall
      approve as evidenced conclusively by the Owner Trustee's execution
      thereof.  In addition to the foregoing, the Owner Trustee is
      authorized, but shall not be obligated, to take all actions required of the
      Trust pursuant to the Basic Documents.  The Owner Trustee is further
      authorized from time to time to take such action as the Administrator directs
      in
      writing with respect to the Basic Documents.

     

    Section
      6.02.  General
      Duties.  It shall be the duty of the Owner Trustee to
      discharge (or cause to be discharged) all of its responsibilities pursuant
      to
      the terms of this Agreement and the Basic Documents and to administer the Trust
      in the interest of the Certificateholders, subject to the Basic Documents and
      in
      accordance with the provisions of this Agreement.  Notwithstanding the
      foregoing, the Owner Trustee shall be deemed to have discharged its duties
      and
      responsibilities hereunder and under the Basic Documents to the extent the
      Administrator has agreed in the Administration Agreement to perform any act
      or
      to discharge any duty of the Owner Trustee hereunder or under any Basic
      Document, and the Owner Trustee shall not be liable for the default or failure
      of the Administrator to carry out its obligations under the Administration
      Agreement.

     

     

    
      
        
        

      

      
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    Section
      6.03.  Action
      Upon
      Instruction.  

     

    (a)  Subject
      to Article IV, Certificateholders evidencing Percentage Interests
      aggregating more than 50% may, by written instruction, direct the Owner Trustee
      in the management of the Trust.  Such direction may be exercised at
      any time by written instruction of the Certificateholders pursuant to
Article IV.

     

    (b)  The
      Owner Trustee shall not be required to take any action hereunder or under any
      Basic Document if the Owner Trustee shall have reasonably determined, or shall
      have been advised by counsel, that such action is likely to result in liability
      on the part of the Owner Trustee or is contrary to the terms hereof or of any
      Basic Document or is otherwise contrary to law.

     

    (c)  Whenever
      the Owner Trustee is unable to decide between alternative courses of action
      permitted or required by the terms of this Agreement or any Basic Document,
      the
      Owner Trustee shall promptly give notice (in such form as shall be appropriate
      under the circumstances) to the Certificateholders requesting instruction as
      to
      the course of action to be adopted, and to the extent the Owner Trustee acts
      in
      good faith in accordance with any written instruction given by
      Certificateholders evidencing Percentage Interests aggregating more than 50%,
      the Owner Trustee shall not be liable on account of such action to any
      Person.  If the Owner Trustee shall not have received appropriate
      instruction within 10 days of such notice (or within such shorter period of
      time
      as reasonably may be specified in such notice or may be necessary under the
      circumstances) it may, but shall be under no duty to, take or refrain from
      taking such action, not inconsistent with this Agreement or the Basic Documents,
      as it shall deem to be in the best interest of the Certificateholders, and
      shall
      have no liability to any Person for such action or inaction.

     

    (d)  In
      the event that the Owner Trustee is unsure as to the application of any
      provision of this Agreement or any Basic Document or any such provision is
      ambiguous as to its application, or is, or appears to be, in conflict with
      any
      other applicable provision, or in the event that this Agreement permits any
      determination by the Owner Trustee or is silent or is incomplete as to the
      course of action that the Owner Trustee is required to take with respect to
      a
      particular set of facts, the Owner Trustee may give notice (in such form as
      shall be appropriate under the circumstances) to the Certificateholders
      requesting instruction and, to the extent that the Owner Trustee acts or
      refrains from acting in good faith in accordance with any such instruction
      received, the Owner Trustee shall not be liable, on account of such action
      or
      inaction, to any Person.  If the Owner Trustee shall not have received
      appropriate instruction within 10 days of such notice (or within such shorter
      period of time as reasonably may be specified in such notice or may be necessary
      under the circumstances) it may, but shall be under no duty to, take or refrain
      from taking such action, not inconsistent with this Agreement or the Basic
      Documents, as it shall deem to be in the best interests of the
      Certificateholders and shall have no liability to any Person for such action
      or
      inaction.

     

    Section
      6.04.  No
      Duties Except as Specified in This
      Agreement or in Instructions.  The Owner Trustee shall not
      have any duty or obligation to manage, make any payment with respect to,
      register, record, sell, dispose of, or otherwise deal with the Owner Trust
      Estate, or to otherwise take or refrain from taking any action under, or in
      connection with, any document contemplated hereby to which the Owner Trustee
      is
      a party, except as expressly provided by the terms of this Agreement or in
      any
      document or written instruction received by the Owner Trustee pursuant to
Section 6.03; and no implied duties or obligations shall be read
      into this Agreement or any Basic Document against the Owner
      Trustee.  The Owner Trustee shall have no responsibility for filing
      any financing or continuation statement in any public office at any time or
      to
      otherwise perfect or maintain the perfection of any security interest or lien
      granted to it hereunder or to prepare or file any Commission filing for the
      Trust or to record this Agreement or any Basic Document.  The Owner
      Trustee nevertheless agrees that it will, at its own cost and expense, promptly
      take all action as may be necessary to discharge any liens on any part of the
      Owner Trust Estate that result from actions by, or claims against, the Owner
      Trustee that are not related to the ownership or the administration of the
      Owner
      Trust Estate.

     

    
      
        
        

      

      
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    Section
      6.05.  No
      Action Except under Specified
      Documents or Instructions.  The Owner Trustee shall not
      manage, control, use, sell, dispose of or otherwise deal with any part of the
      Owner Trust Estate except (i) in accordance with the powers granted to and
      the
      authority conferred upon the Owner Trustee pursuant to this Agreement, (ii)
      in
      accordance with the Basic Documents and (iii) in accordance with any document
      or
      instruction delivered to the Owner Trustee pursuant to
Section 6.03.

     

    Section
      6.06.  Restrictions.  The
      Owner Trustee shall not take any action (a) that is inconsistent with the
      purposes of the Trust set forth in Section 2.03 or (b) that, to the
      actual knowledge of the Owner Trustee, would result in the Trust being treated
      as an association (or publicly traded partnership) taxable as a corporation
      for
      federal income tax purposes.  The Owner Trustee and the Depositor
      agree that no election to treat the Trust as an association (or publicly traded
      partnership) taxable as a corporation for United States federal income tax
      purposes or any relevant state tax purposes shall be made by or on behalf of
      the
      Trust.  The Certificateholders shall not direct the Owner Trustee or
      the Depositor to take action that would violate the provisions of this
      Section.

     

    ARTICLE
      VII

     

    CONCERNING
      THE OWNER TRUSTEE

     

    Section
      7.01.  Acceptance
      of Trusts and
      Duties.  The Owner Trustee hereby accepts the trusts hereby
      created and agrees to perform its duties hereunder with respect to such trusts
      but only upon the terms of this Agreement.  The Owner Trustee also
      agrees to disburse all monies actually received by it constituting part of
      the
      Owner Trust Estate upon the terms of the Basic Documents and this
      Agreement.  The Owner Trustee shall not be answerable or accountable
      hereunder or under any Basic Document under any circumstances, except (i) for
      its own willful misconduct or negligence or (ii) in the case of the inaccuracy
      of any representation or warranty contained in Section 7.03
      expressly made by the Owner Trustee.  In particular, but not by way of
      limitation (and subject to the exceptions set forth in the preceding
      sentence):

     

    (a)  the
      Owner Trustee shall not be liable for any error of judgment made by a
      responsible officer of the Owner Trustee;

     

     

    
      
        
        

      

      
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    (b)  the
      Owner Trustee shall not be liable with respect to any action taken or omitted
      to
      be taken by it in accordance with the written instructions of the Administrator
      or the Certificateholders;

     

    (c)  no
      provision of this Agreement or any Basic Document shall require the Owner
      Trustee to expend or risk funds or otherwise incur any financial liability
      in
      the performance of any of its rights or powers hereunder or under any Basic
      Document, if the Owner Trustee shall have reasonable grounds for believing
      that
      repayment of such funds or adequate indemnity against such risk or liability
      is
      not reasonably assured or provided to it;

     

    (d)  under
      no circumstances shall the Owner Trustee be liable for indebtedness evidenced
      by
      or arising under any of the Basic Documents, including the principal of and
      interest on the Notes;

     

    (e)  the
      Owner Trustee shall not be responsible for or in respect of the validity or
      sufficiency of this Agreement or for the due execution hereof by the Depositor
      or for the form, character, genuineness, sufficiency, value or validity of
      any
      of the Owner Trust Estate or for or in respect of the validity or sufficiency
      of
      the Basic Documents, other than the certificate of authentication on the
      Certificates, and the Owner Trustee shall in no event assume or incur any
      liability, duty, or obligation to any Noteholder or to the Certificateholders,
      other than as expressly provided for herein and in the Basic
      Documents;

     

    (f)  the
      Owner Trustee shall not be liable for the default or misconduct of the
      Administrator, the Indenture Trustee, the Swap Counterparty or the Servicer
      under any of the Basic Documents or otherwise, and the Owner Trustee shall
      have
      no obligation or liability to perform the obligations of the Trust under this
      Agreement or the Basic Documents that are required to be performed by the
      Administrator under the Administration Agreement, the Indenture Trustee under
      the Indenture, the Servicer under the Sale and Servicing Agreement or the Swap
      Counterparty under the Interest Rate Swap Agreement; and

     

    (g)  the
      Owner Trustee shall be under no obligation to exercise any of the rights or
      powers vested in it by this Agreement, or to institute, conduct or defend any
      litigation under this Agreement or otherwise or in relation to this Agreement
      or
      any Basic Document, at the request, order or direction of any Certificateholder,
      unless such Certificateholder has offered to the Owner Trustee security or
      indemnity satisfactory to it against the costs, expenses and liabilities that
      may be incurred by the Owner Trustee therein or thereby.  The right of
      the Owner Trustee to perform any discretionary act enumerated in this Agreement
      or in any Basic Document shall not be construed as a duty, and the Owner Trustee
      shall not be answerable for other than its negligence or willful misconduct
      in
      the performance of any such act.

     

    Section
      7.02.  Furnishing
      of
      Documents.  The Owner Trustee shall furnish (a) to the
      Certificateholders or the Administrator promptly upon receipt of a written
      request therefor, duplicates or copies of all reports, notices, requests,
      demands, certificates, financial statements and any other instruments furnished
      to the Owner Trustee under the Basic Documents and (b) to the Indenture Trustee
      promptly upon written request therefor, copies of the Purchase Agreement, the
      Sale and Servicing Agreement, the Administration Agreement and the Trust
      Agreement.

     

    
      
        
        

      

      
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    Section
      7.03.  Representations
      and
      Warranties.  The Owner Trustee hereby represents and
      warrants to the Certificateholders that:

     

    (a)  It
      is a banking association duly organized and validly existing in good standing
      under the federal laws of the United States and satisfies the eligibility
      criteria set forth in Section 10.01. It has all requisite corporate
      power and authority to execute, deliver and perform its obligations under this
      Agreement.

     

    (b)  It
      has taken all corporate action necessary to authorize the execution and delivery
      by it of this Agreement, and this Agreement has been executed and delivered
      by
      one of its officers who is duly authorized to execute and deliver this Agreement
      on its behalf.

     

    (c)  Neither
      the execution nor the delivery by it of this Agreement, nor the consummation
      by
      it of the transactions contemplated hereby nor compliance by it with any of
      the
      terms or provisions hereof will contravene any federal or Delaware law,
      governmental rule or regulation governing the banking or trust powers of the
      Owner Trustee or any judgment or order binding on it, or constitute any default
      under its charter documents or by-laws or any indenture, mortgage, contract,
      agreement or instrument to which it is a party or by which any of its properties
      may be bound.

     

    Section
      7.04.  Reliance;
      Advice of
      Counsel.  

     

    (a)  The
      Owner Trustee shall incur no liability to anyone in acting upon any signature,
      instrument, notice, resolution, request, consent, order, certificate, report,
      opinion, bond, or other document or paper believed by it to be genuine and
      believed by it to be signed by the proper party or parties.  The Owner
      Trustee may accept a certified copy of a resolution of the board of directors
      or
      other governing body of any corporate party as conclusive evidence that such
      resolution has been duly adopted by such body and that the same is in full
      force
      and effect.  As to any fact or matter the method of the determination
      of which is not specifically prescribed herein, the Owner Trustee may for all
      purposes hereof rely on a certificate, signed by the president or any vice
      president or by the treasurer or other authorized officers of the relevant
      party, as to such fact or matter, and such certificate shall constitute full
      protection to the Owner Trustee for any action taken or omitted to be taken
      by
      it in good faith in reliance thereon.

     

    (b)  In
      the exercise or administration of the trusts hereunder and in the performance
      of
      its duties and obligations under this Agreement or the Basic Documents, the
      Owner Trustee (i) may act directly or through its agents or attorneys pursuant
      to agreements entered into with any of them, and the Owner Trustee shall not
      be
      liable for the conduct or misconduct of such agents or attorneys if such agents
      or attorneys shall have been selected by the Owner Trustee with reasonable
      care,
      and (ii) may consult with counsel, accountants and other skilled persons to
      be
      selected with reasonable care and employed by it.  The Owner Trustee
      shall not be liable for anything done, suffered or omitted in good faith by
      it
      in accordance with the written opinion or advice of any such counsel,
      accountants or other such persons.

     

    Section
      7.05.  Not
      Acting in Individual
      Capacity.  Except as provided in this Article VII and in
      Article XII, in accepting the trusts hereby created, The Bank of New York
      (Delaware) acts solely as Owner Trustee hereunder and not in its individual
      capacity and all Persons having any claim against the Owner Trustee by reason
      of
      the transactions contemplated by this Agreement or any Basic Document shall
      look
      only to the Owner Trust Estate for payment or satisfaction thereof.

     

    
      
        
        

      

      
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    Section
      7.06.  Owner
      Trustee Not Liable for the
      Certificates, Notes or Receivables.  The recitals contained
      herein and in the Certificates (other than the signature and counter-signature
      of the Owner Trustee on the Certificates and its representations and warranties
      in Section 7.03 and in Article XII) shall not be taken as the
      statements of the Owner Trustee and the Owner Trustee assumes no responsibility
      for the correctness thereof.  The Owner Trustee makes no
      representations as to the validity or sufficiency of this Agreement, or of
      the
      Certificates (other than the signature and countersignature of the Owner Trustee
      on the Certificates), or the Notes or of any other Basic Document or of any
      Receivable or related documents.  The Owner Trustee shall at no time
      have any responsibility or liability for or with respect to the legality,
      validity and enforceability of any Receivable, or the perfection and priority
      of
      any security interest created by any Receivable in any Financed Equipment or
      the
      maintenance of any such perfection and priority, or for or with respect to
      the
      sufficiency of the Owner Trust Estate or its ability to generate the payments
      to
      be distributed to the Certificateholders under this Agreement or the Noteholders
      under the Indenture or the Swap Counterparty under the Interest Rate Swap
      Agreement, including: the existence, condition and ownership of any Financed
      Equipment; the existence and enforceability of any insurance thereon; the
      existence and contents of any Receivable on any computer or other record
      thereof; the validity of the assignment of any Receivable to the Trust or of
      any
      intervening assignment; the completeness of any Receivable; the performance
      or
      enforcement of any Receivable; the compliance by the Depositor or the Servicer
      with any warranty or representation made under any Basic Document or in any
      related document or the accuracy of any such warranty or representation or
      any
      action of the Administrator, the Indenture Trustee or the Servicer or any
      subservicer taken in the name of the Owner Trustee.

     

    Section
      7.07.  Owner
      Trustee May Own the
      Certificates and Notes.  The Owner Trustee in its
      individual or any other capacity may become the owner or pledgee of the
      Certificates or the Notes and may deal with the Depositor, the Administrator,
      the Indenture Trustee and the Servicer in banking transactions with the same
      rights as it would have if it were not Owner Trustee.

     

    ARTICLE
      VIII


    COMPENSATION
      OF OWNER TRUSTEE

     

    Section
      8.01.  Owner
      Trustee's Fees and
      Expenses.  The Owner Trustee shall receive as compensation
      for its services hereunder such fees as have been separately agreed upon before
      the date hereof between the Depositor and the Owner Trustee, and the Owner
      Trustee shall be entitled to be reimbursed by the Depositor for its other
      reasonable expenses hereunder, including the reasonable compensation, expenses
      and disbursements of such agents, representatives, experts and counsel as the
      Owner Trustee may employ in connection with the exercise and performance of
      its
      rights and its duties hereunder; provided, however, that the Owner
      Trustee's right to enforce such obligation shall be subject to the provisions
      of
Section 11.08.

     

     

    
      
        
        

      

      
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    Section
      8.02.  Indemnification.  The
      Depositor shall be liable as primary obligor for, and shall indemnify the Owner
      Trustee and its successors, assigns, agents and servants (collectively, the
      "Indemnified Parties") from and against, any and all liabilities, obligations,
      losses, damages, taxes, claims, actions and suits, and any and all reasonable
      costs, expenses and disbursements (including reasonable legal fees and expenses)
      of any kind and nature whatsoever (collectively, "Expenses") which may at any
      time be imposed on, incurred by, or asserted against the Owner Trustee or any
      Indemnified Party in any way relating to or arising out of this Agreement,
      the
      Basic Documents, the Owner Trust Estate, the administration of the Owner Trust
      Estate or the action or inaction of the Owner Trustee hereunder, except only
      that the Depositor shall not be liable for or required to indemnify the Owner
      Trustee from and against Expenses arising or resulting from any of the matters
      described in the third sentence of Section 7.01; provided,
however, that the Owner Trustee's right to enforce such obligation
      shall
      be subject to the provisions of Section 11.08.  The
      indemnities contained in this Section shall survive the resignation or
      termination of the Owner Trustee or the termination of this
      Agreement.  In any event of any claim, action or proceeding for which
      indemnity will be sought pursuant to this Section, the Owner Trustee's choice
      of
      legal counsel shall be subject to the approval of the Depositor, which approval
      shall not be unreasonably withheld.

     

    Section
      8.03.  Payments
      to the Owner
      Trustee.  Any amounts paid to the Owner Trustee pursuant to
      this Article VIII shall be deemed not to be a part of the Owner Trust Estate
      immediately after such payment.

     

    ARTICLE
      IX


    TERMINATION
      OF TRUST AGREEMENT

     

    Section
      9.01.  Termination
      of Trust
      Agreement.  

     

    (a)  This
      Agreement (other than Article VIII and Section 11.08) and the Trust shall
      terminate and be of no further force or effect, upon the final distribution
      by
      the Owner Trustee of all monies or other property or proceeds of the Owner
      Trust
      Estate in accordance with the terms of the Indenture, the Sale and Servicing
      Agreement and Article V.  Any money or other property held as part of
      the Owner Trust Estate following such distribution shall be distributed to
      the
      Depositor.  The bankruptcy, liquidation, dissolution, death or
      incapacity of any Certificateholder shall not (x) operate to terminate this
      Agreement or the Trust, or (y) entitle the Certificateholder's legal
      representatives or heirs to claim an accounting or to take any action or
      proceeding in any court for a partition or winding up of all or any part of
      the
      Trust or Owner Trust Estate or (z) otherwise affect the rights, obligations
      and
      liabilities of the parties hereto.

     

    (b)  Neither
      the Depositor nor any Certificateholder shall be entitled to revoke or terminate
      the Trust.

     

    (c)  Notice
      of any termination of the Trust, specifying the Distribution Date upon which
      the
      Certificateholders shall surrender the Certificates to the Paying Agent for
      payment of the final distribution and cancellation, shall be given by the Owner
      Trustee by letter to the Certificateholders mailed within five Business Days
      of
      receipt of notice of such termination from the Servicer given pursuant to
Section 9.01(c) of the Sale and Servicing Agreement, stating (i) the
      Distribution Date upon or with respect to which final payment of the
      Certificates shall be made upon presentation and surrender of the Certificates
      at the office of the Paying Agent therein designated, (ii) the amount of any
      such final payment and (iii) that the Record Date otherwise applicable to such
      Distribution Date is not applicable, payments being made only upon presentation
      and surrender of the Certificates at the office of the Paying Agent therein
      specified.  The Owner Trustee shall give such notice to the
      Certificate Registrar (if other than the Owner Trustee) and the Paying Agent
      at
      the time such notice is given to the Certificateholders.  Upon
      presentation and surrender of the Certificates, the Paying Agent shall cause
      to
      be distributed to the Certificateholders amounts distributable on such
      Distribution Date pursuant to Section 5.02.

     

     

    
      
        
        

      

      
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    In the
      event that a Certificateholder shall not surrender its Certificate for
      cancellation within six months after the date specified in the above mentioned
      written notice, the Owner Trustee shall give a second written notice to the
      Certificateholder to surrender the Certificate for cancellation and receive
      the
      final distribution with respect thereto.  If within one year after the
      second notice any Certificate shall not have been surrendered for cancellation,
      the Owner Trustee may take appropriate steps, or may appoint an agent to take
      appropriate steps, to contact the Certificateholder concerning surrender of
      the
      Certificate, and the cost thereof shall be paid out of the funds and other
      assets that shall remain subject to this Agreement.  Any funds
      remaining in the Trust after exhaustion of such remedies shall be distributed
      by
      the Owner Trustee to the Depositor.

     

    (d)  Upon
      the winding up of the Trust and its termination, the Owner Trustee shall cause
      the Certificate of Trust to be canceled by filing a certificate of cancellation
      with the Secretary of State in accordance with the provisions of
      Section 3810 of the Statutory Trust Statute.

     

     

    ARTICLE
      X


     

    SUCCESSOR
      OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

     

    Section
      10.01.  Eligibility
      Requirements for Owner
      Trustee.  The Owner Trustee shall at all times be a
      corporation satisfying the provisions of Section 3807(a) of the Statutory
      Trust Statute; authorized to exercise corporate trust powers; having a combined
      capital and surplus of at least $50,000,000 and subject to supervision or
      examination by federal or state authorities; and having (or having a parent
      which has) a rating of at least "Baa3" by Moody's and at least "BBB-" by
      Standard & Poor's.  If such corporation shall publish reports of
      condition at least annually, pursuant to law or to the requirements of the
      aforesaid supervising or examining authority, then for the purpose of this
      Section, the combined capital and surplus of such corporation shall be deemed
      to
      be its combined capital and surplus as set forth in its most recent report
      of
      condition so published.  In case at any time the Owner Trustee shall
      cease to be eligible in accordance with the provisions of this Section, the
      Owner Trustee shall resign immediately in the manner and with the effect
      specified in Section 10.02.

     

    Section
      10.02.  Resignation
      or Removal of Owner
      Trustee.  The Owner Trustee may at any time resign and be
      discharged from the trusts hereby created by giving written notice thereof
      to
      the Depositor, the Certificateholders and the Administrator; provided,
however, that such resignation and discharge shall only be effective
      upon
      the appointment of a successor Owner Trustee.  Upon receiving such
      notice of resignation, the Administrator shall promptly appoint a successor
      Owner Trustee by written instrument, in duplicate, one copy of which instrument
      shall be delivered to the resigning Owner Trustee and one copy to the successor
      Owner Trustee.  If no successor Owner Trustee shall have been so
      appointed and have accepted appointment within 30 days after the giving of
      such
      notice of resignation, the resigning Owner Trustee may petition any court of
      competent jurisdiction for the appointment of a successor Owner
      Trustee.

     

    
      
        
        

      

      
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    If
      at any time the Owner Trustee shall cease to be eligible in accordance with
      the
      provisions of Section 10.01 and shall fail to resign after written
      request therefor by the Depositor or the Administrator, or if at any time the
      Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt
      or
      insolvent, or a receiver of the Owner Trustee or of its property shall be
      appointed, or any public officer shall take charge or control of the Owner
      Trustee or of its property or affairs for the purpose of rehabilitation,
      conservation or liquidation, then the Depositor or the Administrator may remove
      the Owner Trustee.  If the Depositor or the Administrator shall remove
      the Owner Trustee under the authority of the immediately preceding sentence,
      the
      Administrator shall promptly appoint a successor Owner Trustee by written
      instrument, in duplicate, one copy of which instrument shall be delivered to
      the
      outgoing Owner Trustee so removed and one copy to the successor Owner Trustee
      and the Depositor shall pay all fees owed to the outgoing Owner
      Trustee.

     

    Any
      resignation or removal of the Owner Trustee and appointment of a successor
      Owner
      Trustee pursuant to any of the provisions of this Section shall not become
      effective until acceptance of appointment by the successor Owner Trustee
      pursuant to Section 10.03 and payment of all fees and expenses owed
      to the outgoing Owner Trustee.  The Depositor shall provide notice of
      such resignation or removal of the Owner Trustee to each of the Rating
      Agencies.

     

    Section
      10.03.  Successor
      Owner
      Trustee.  Any successor Owner Trustee appointed pursuant to
Section 10.02 shall execute, acknowledge and deliver to the
      Depositor, the Certificateholders and to its predecessor Owner Trustee, with
      a
      copy thereof delivered to the Administrator, an instrument accepting such
      appointment under this Agreement, and thereupon the resignation or removal
      of
      the predecessor Owner Trustee shall become effective and such successor Owner
      Trustee, without any further act, deed or conveyance, shall become fully vested
      with all the rights, powers, duties, and obligations of its predecessor under
      this Agreement, with like effect as if originally named as Owner
      Trustee.  The predecessor Owner Trustee shall upon payment of its fees
      and expenses deliver to the successor Owner Trustee all documents and
      statements, monies, and other property held by it under this Agreement; and
      the
      Depositor and the predecessor Owner Trustee shall execute and deliver such
      instruments and do such other things as may reasonably be required for fully
      and
      certainly vesting and confirming in the successor Owner Trustee all such rights,
      powers, duties, and obligations.

     

    No
      successor Owner Trustee shall accept appointment as provided in this
      Section unless at the time of such acceptance such successor Owner Trustee
      shall be eligible pursuant to Section 10.01.

     

    
      
        
        

      

      
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    Upon
      acceptance of appointment by a successor Owner Trustee pursuant to this Section,
      the Depositor shall mail notice of the appointment of such successor Owner
      Trustee to the Certificateholders, the Indenture Trustee, the Administrator,
      the
      Noteholders and the Rating Agencies.  If the Depositor shall fail to
      mail such notice within 10 days after acceptance of appointment by the successor
      Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed
      at the expense of the Depositor.

     

    Section
      10.04.  Merger
      or Consolidation of Owner
      Trustee.  Any corporation into which the Owner Trustee may
      be merged or converted or with which it may be consolidated, or any corporation
      resulting from any merger, conversion or consolidation to which the Owner
      Trustee shall be a party, or any corporation succeeding to all or substantially
      all of the corporate trust business of the Owner Trustee, shall be the successor
      of the Owner Trustee hereunder; provided such corporation shall be eligible
      pursuant to Section 10.01, without the execution or filing of any
      instrument or any further act on the part of any of the parties hereto; anything
      herein to the contrary notwithstanding; provided, further, that
      the Owner Trustee shall mail notice of such merger or consolidation to the
      Rating Agencies and the Administrator.

     

    Section
      10.05.  Appointment
      of Co-Trustee or Separate
      Trustee.  Notwithstanding any other provisions of this
      Agreement, at any time, for the purpose of meeting any legal requirements of
      any
      jurisdiction in which any part of the Owner Trust Estate or any Financed
      Equipment may at the time be located, the Depositor and the Owner Trustee acting
      jointly shall have the power and shall execute and deliver all instruments
      to
      appoint one or more Persons approved by the Owner Trustee to act as co-trustee,
      jointly with the Owner Trustee, or separate trustee, of all or any part of
      the
      Owner Trust Estate, and to vest in such Person, in such capacity, such title
      to
      the Owner Trust Estate, or any part thereof, and, subject to the other
      provisions of this Section, such powers, duties, obligations, rights and trusts
      as the Depositor and the Owner Trustee may consider necessary or
      desirable.  If the Depositor shall not have joined in such appointment
      within 15 days after the receipt by it of a request so to do, the Owner Trustee
      alone shall have the power to make such appointment.  No co-trustee or
      separate trustee under this Agreement shall be required to meet the terms of
      eligibility as a successor trustee pursuant to Section 10.01 and no
      notice of the appointment of any co-trustee or separate trustee shall be
      required pursuant to Section 10.03.

     

    Each
      separate trustee and co-trustee shall, to the extent permitted by law, be
      appointed and act subject to the following provisions and
      conditions:

     

    (i)  all
      rights, powers, duties, and obligations conferred or imposed upon the Owner
      Trustee shall be conferred upon and exercised or performed by the Owner Trustee
      and such separate trustee or co-trustee jointly (it being understood that such
      separate trustee or co-trustee is not authorized to act separately without
      the
      Owner Trustee joining in such act), except to the extent that under any law
      of
      any jurisdiction in which any particular acts are to be performed, the Owner
      Trustee shall be incompetent or unqualified to perform such acts, in which
      event
      such rights, powers, duties, and obligations (including the holding of title
      to
      the Owner Trust Estate or any portion thereof in any such jurisdiction) shall
      be
      exercised and performed singly by such separate trustee or co-trustee, but
      solely at the direction of the Owner Trustee;

     

    
      
        
        

      

      
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    (ii)  no
      trustee under this Agreement shall be personally liable by reason of any act
      or
      omission of any other trustee under this Agreement; and

     

    (iii)  the
      Depositor and the Owner Trustee acting jointly may at any time accept the
      resignation of or remove any separate trustee or co-trustee.

     

    Any
      notice, request or other writing given to the Owner Trustee shall be deemed
      to
      have been given to each of the then separate trustees and co-trustees, as
      effectively as if given to each of them. Every instrument appointing any
      separate trustee or co-trustee shall refer to this Agreement and the conditions
      of this Article.  Each separate trustee and co-trustee, upon its
      acceptance of the trusts conferred, shall be vested with the estates or property
      specified in its instrument of appointment, either jointly with the Owner
      Trustee or separately, as may be provided therein, subject to all the provisions
      of this Agreement, specifically including every provision of this Agreement
      relating to the conduct of, affecting the liability of, or affording protection
      to, the Owner Trustee.  Each such instrument shall be filed with the
      Owner Trustee and a copy thereof given to the Depositor, the Certificateholders
      and the Administrator.

     

    Any
      separate trustee or co-trustee may at any time appoint the Owner Trustee, its
      agent or attorney-in-fact with full power and authority, to the extent not
      prohibited by law, to do any lawful act under or in respect of this Agreement
      on
      its behalf and in its name.  If any separate trustee or co-trustee
      shall die, become incapable of acting, resign or be removed, all of its estates,
      properties, rights, remedies and trusts shall vest in and be exercised by the
      Owner Trustee, to the extent permitted by law, without the appointment of a
      new
      or successor trustee.

     

    ARTICLE
      XI

     

    MISCELLANEOUS

     

    Section
      11.01.  Supplements
      and
      Amendments.  This Agreement may be amended by the Depositor
      and the Owner Trustee, with prior written notice to the Rating Agencies, without
      the consent of any of the Noteholders or the Certificateholders to cure any
      ambiguity, to correct or supplement any provisions in this Agreement or for
      the
      purpose of adding any provisions to or changing in any manner or eliminating
      any
      of the provisions in this Agreement or of modifying in any manner the rights
      of
      the Noteholders or the Certificateholders; provided, however, that
      such amendment shall not, as evidenced by an Opinion of Counsel, adversely
      affect in any material respect the interests of any Noteholder or the
      Certificateholders or the federal tax characteristics of the Notes.

     

    This
      Agreement may also be amended from time to time by the Depositor and the Owner
      Trustee, with prior written notice to the Rating Agencies, with the consent
      of
      the holders of Notes evidencing not less than a majority of the Outstanding
      Principal Amount of the Notes, for the purpose of adding any provisions to
      or
      changing in any manner or eliminating any of the provisions of this Agreement
      or
      of modifying in any manner the rights of the Noteholders; provided,
however, that no such amendment shall (a) increase or reduce in any
      manner the amount of, or accelerate or delay the timing of, collections of
      payments on Receivables or distributions that shall be required to be made
      for
      the benefit of the Noteholders or the Certificateholders or (b) reduce the
      aforesaid percentage of the Outstanding Principal Amount of the Notes or the
      Certificates required to consent to any such amendment, without the consent
      of
      the holders of all the outstanding Notes and Certificates.

     

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    Notwithstanding
      the foregoing, no amendment to this Agreement shall materially and adversely
      affect the rights or obligations of the Swap Counterparty under this Agreement
      unless the Swap Counterparty shall have consented in writing to such amendment
      (and such consent shall be deemed to have been given if the Swap Counterparty
      does not object in writing within ten (10) Business Days after receipt of a
      written request for such consent).

     

    Promptly
      after the execution of any such amendment or consent, the Owner Trustee shall
      furnish written notification of the substance of such amendment or consent
      to
      the Indenture Trustee, the Administrator, the Swap Counterparty and each of
      the
      Rating Agencies.

     

    It
      shall not be necessary for the consent of the Noteholders, the
      Certificateholders or the Indenture Trustee pursuant to this Section to
      approve the particular form of any proposed amendment or consent, but it shall
      be sufficient if such consent shall approve the substance
      thereof.  The manner of obtaining such consents shall be subject to
      such reasonable requirements as the Owner Trustee may prescribe.

     

    No
      amendment to this Agreement shall affect the rights or duties of the
      Administrator without the consent of the Administrator.

     

    Promptly
      after the execution of any amendment to the Certificate of Trust, the Owner
      Trustee shall cause the filing of such amendment with the Secretary of
      State.

     

    Prior
      to the execution of any amendment to this Agreement or any other Basic Document,
      the Owner Trustee shall be entitled to receive and rely upon an Opinion of
      Counsel stating that the execution of such amendment is authorized or permitted
      by this Agreement and the other Basic Documents. The Owner Trustee may, but
      shall not be obligated to, enter into any such amendment which affects the
      Owner
      Trustee's own rights, duties or immunities under this Agreement or
      otherwise.

     

    Section
      11.02.  No
      Legal Title to Owner Trust Estate
      in the Owner.  No Certificateholder shall have legal title
      to any part of the Owner Trust Estate.  The Certificateholders shall
      be entitled to receive distributions with respect to their ownership interest
      therein only in accordance with Articles V and
IX.  No transfer, by operation of law or otherwise, of any
      right, title, and interest of a Certificateholder to and in its ownership
      interest in the Trust shall operate to terminate this Agreement or the trusts
      hereunder or entitle any transferee to an accounting or to the transfer to
      it of
      legal title to any part of the Owner Trust Estate.

     

    Section
      11.03.  Limitations
      on Rights of
      Others.  The provisions of this Agreement are solely for
      the benefit of the Owner Trustee, the Depositor, the Certificateholders, the
      Administrator and, to the extent expressly provided herein, the Indenture
      Trustee, the Swap Counterparty and the Noteholders, and nothing in this
      Agreement, whether express or implied, shall be construed to give to any other
      Person any legal or equitable right, remedy or claim in the Owner Trust Estate
      or under or in respect of this Agreement or any covenants, conditions or
      provisions contained herein.

     

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    Section
      11.04.  Notices.  (a)
       Unless otherwise expressly specified or permitted by the terms hereof, all
      notices shall be in writing and shall be deemed given upon receipt by the
      intended recipient if to the Owner Trustee, addressed to the Corporate Trust
      Office; if to the Depositor, addressed to Caterpillar Financial Funding
      Corporation, 4040 S. Eastern Avenue, Suite 344, Las Vegas, Nevada 89119; if
      to
      the Administrator, 2120 West End Avenue, Nashville, Tennessee 37203-0001 or,
      as
      to each party, at such other address as shall be designated by such party in
      a
      written notice to each other party.

     

    (b)  Any
      notice required or permitted to be given to the Certificateholders shall be
      given by first-class mail, postage prepaid, at the address of such
      Certificateholders as shown in the Certificate Register.  Any notice
      so mailed within the time prescribed in this Agreement shall be conclusively
      presumed to have been duly given, whether or not a Certificateholder receives
      such notice.

     

    Section
      11.05.  Severability.  Any
      provision of this Agreement that is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining
      provisions hereof, and any such prohibition or unenforceability in any
      jurisdiction shall not invalidate or render unenforceable such provision in
      any
      other jurisdiction.

     

    Section
      11.06.  Separate
      Counterparts.  This Agreement may be executed by the
      parties hereto in separate counterparts, each of which when so executed and
      delivered shall be an original, but all such counterparts shall together
      constitute but one and the same instrument.

     

    Section
      11.07.  Successors
      and
      Assigns.  All covenants and agreements contained herein
      shall be binding upon, and inure to the benefit of, the Depositor, the Owner
      Trustee and its successors and the Certificateholders and their successors
      and
      permitted assigns, all as herein provided.  Any request, notice,
      direction, consent, waiver or other instrument or action by the
      Certificateholders shall bind the successors and assigns of the
      Certificateholders.

     

    Section
      11.08.  No
      Petition.  Notwithstanding any prior termination of this
      Agreement, the Owner Trustee, each Certificateholder (to the extent it is not
      the Depositor), by accepting a Certificate, and the Indenture Trustee and each
      Noteholder by accepting the benefits of this Agreement, hereby covenant and
      agree that they will not, prior to the date which is one year and one day after
      the termination of the Issuing Entity, institute against the Depositor or the
      Issuing Entity, or join in any institution against the Depositor or the Issuing
      Entity of, any bankruptcy, reorganization, arrangement, insolvency or
      liquidation proceedings, or other proceedings under any United States federal
      or
      state bankruptcy or similar law.

     

    Section
      11.09.  No
      Recourse.  Each Certificateholder by accepting a
      Certificate acknowledges that the Certificate represents a beneficial interest
      in the Trust only and does not represent an interest in or obligation of the
      Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture
      Trustee or any Affiliate thereof, and no recourse may be had against such
      parties or their assets, except as may be expressly set forth or contemplated
      in
      this Agreement, the Certificates or the other Basic Documents.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    Section
      11.10.  Headings.  The
      headings of the various Articles and Sections herein are for convenience of
      reference only and shall not define or limit any of the terms or provisions
      hereof.

     

    Section
      11.11.  GOVERNING
      LAW.  THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
      THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
      PROVISIONS AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER
      SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

     

    Section
      11.12.  Certificate
      Transfer
      Restrictions.  

     

    (a)  The
      Certificates may not be acquired by or for the account of (i) an employee
      benefit plan (as defined in Section 3(3) of the Employee Retirement Income
      Security Act of 1974, as amended ("ERISA")) that is subject to the provisions
      of
      Title I of ERISA, (ii) a plan (as defined in Section 4975(e)(1) of the Code)
      that is subject to Section 4975 of the Code, or (iii) any entity whose
      underlying assets include "plan assets" by reason of any such plan's investment
      in the entity and the application of U.S. Department of Labor (the "DOL")
      Regulation Section 2510.3-101, as modified by Section 3(42) of ERISA (the "Plan
      Asset Regulation") (excluding any investment company that is registered under
      the Investment Company Act of 1940, as amended) (each, a "Benefit Plan
      Investor"), except as provided in the following sentence.  By
      accepting and holding a Certificate, each Certificateholder shall be deemed
      to
      have represented, warranted and covenanted that (A) it is not a Benefit Plan
      Investor, and that no assets of any Benefit Plan Investor were used to acquire
      the Certificate, or (B) it is an insurance company acting on behalf of its
      general account, and (i) on the date it acquires the Certificate, less than
      25%
      of the assets of such general account constitute Plan Assets and (ii) if at
      any
      time during any calendar quarter after the initial acquisition of the
      Certificate, 25% or more of the assets of such general account constitute "plan
      assets" (as defined in the Plan Asset Regulation) and no exemption or exception
      from the prohibited transaction rules applies to the continued holding of the
      Certificate under Section 401(c) of ERISA and final regulations thereunder
      or an
      exemption or regulation issued by the DOL under ERISA, then such insurance
      company will dispose of the Certificates then held in its general account by
      the
      end of the next following calendar quarter, and shall deliver to the Owner
      Trustee at the time of acquisition of the Certificates a duly executed
      Certificateholder Certification in the form set forth in Exhibit
      C.

     

    (b)  The
      Certificates may not be acquired or held by or for the account of an individual
      or entity that is not a U.S. person as defined in Section 7701(a)(30) of the
      Code.  By accepting and holding a Certificate, each Certificateholder
      shall be deemed to have represented and warranted under penalties of perjury
      that it (or, if it is acting as a nominee, the beneficial owner) is and, as
      long
      as it may be a Certificateholder, will remain a U.S. person and shall deliver
      to
      the Owner Trustee, at the time of acquisition of the Certificate and thereafter
      from time to time upon request, a duly executed Certificateholder Certification
      in the form set forth in Exhibit C.

     

    Section
      11.13.  Depositor
      Payment
      Obligation.  The Depositor shall be responsible for payment
      of the Administrator's fees under the Administration Agreement (to the extent
      not paid pursuant to Section 5.05 of the Sale and Servicing
      Agreement) and shall reimburse the Administrator for all expenses and
      liabilities of the Administrator incurred thereunder.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      XII


     

    REGULATION
      AB COMPLIANCE

     

    Section
      12.01.  Intent
      of the Parties;
      Reasonableness.  The Depositor
      and
      the Owner Trustee acknowledge and agree that the purpose of this Article XII
      is
      to facilitate compliance by the Issuing Entity and the Depositor with the
      provisions of Regulation AB and related rules and regulations of the
      Commission.  Neither the Issuing Entity nor the Depositor shall
      exercise its right to request delivery of information or other performance
      under
      these provisions other than in good faith, or for purposes other than compliance
      with the Securities Act, the Exchange Act and the rules and regulations of
      the
      Commission under the Securities Act and the Exchange Act.  The Owner
      Trustee acknowledges that interpretations of the requirements of Regulation
      AB
      may change over time, whether due to interpretive guidance provided by the
      Commission or its staff, consensus among participants in the asset-backed
      securities markets, advice of counsel, or otherwise, and agrees to comply with
      requests made by the Depositor in good faith for delivery of information under
      these provisions on the basis of evolving interpretations of Regulation
      AB.  The Owner Trustee shall cooperate fully with the Issuing Entity
      and the Depositor to deliver to the Issuing Entity and the Depositor any and
      all
      statements, reports, certifications, records and any other information necessary
      in the good faith determination of the Issuing Entity or the Depositor to permit
      the Issuing Entity or the Depositor to comply with the provisions of Regulation
      AB, together with such disclosures relating to the Owner Trustee and the Notes
      reasonably believed by the Issuing Entity or the Depositor to be necessary
      in
      order to effect such compliance.

     

    Section
      12.02.  Additional
      Representation and
      Warranty of the Owner Trustee.   The Owner Trustee
      hereby represents and warrants to the Issuing Entity and to the Depositor that
      the information set  forth under the caption "Formation of the Issuing
      Entity – The Owner Trustee" in the Preliminary Prospectus Supplement dated
      September 17, 2007 and the final Prospectus Supplement dated September 17,
      2007
      relating to the Notes (i) does not contain any untrue statement of a material
      fact or omit to state a material fact required to be stated therein or necessary
      in order to make the statements therein, in the light of the circumstances
      under
      which they were made, not misleading and (ii) includes all information required
      to be included therein with respect to the Owner Trustee under Regulation
      AB.

     

    Section
      12.03.  Information
      to Be Provided by the
      Owner Trustee.    For the
      purpose of satisfying the reporting obligations of the Issuing Entity under
      the
      Exchange Act with respect to the Notes, for so long as the Issuing Entity is
      required to file reports under the Exchange Act with respect to the Notes,
      the
      Owner Trustee shall (i) notify the Issuing Entity and the Depositor in writing
      of (A) any material litigation or governmental proceedings pending against
      the
      Owner Trustee, (B) any affiliations or relationships that develop following
      the date hereof between the Owner Trustee and any Transaction Party that are
      required to be disclosed under Item 1119(a) of Regulation AB, and (C) any change
      in control or sale of substantially all the assets of the Owner Trustee, and
      (ii) provide to the Issuing Entity and the Depositor a written description
      of
      such litigation proceedings, affiliations, relationships or corporate
      changes.

     

    [Signature
      Page Follows]

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to be
      duly
      executed by their respective officers hereunto duly authorized, as of the date
      first above written.

     

                                              
      THE BANK OF NEW YORK (DELAWARE),

                                               not
      in its individual capacity but solely as Owner Trustee,

     

                                              
      By: /s/ Kristine K.
      Gullo                                                                      

                                        
      Name: Kristine K. Gullo

                                         Title: Vice
      President

     

                                              
      CATERPILLAR FINANCIAL FUNDING CORPORATION, 

                                              
      as Depositor,

     

                                              
      By: /s/ David A.
      Kacynski                                                                      

                                        
      Name: David A. Kacynski

                                        
      Title: Treasurer

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

     

    


     

    FORM
      OF CERTIFICATE

     

    
      	
              Number

              R-1

            	
              Percentage
                

              Interest:

            	
               

              __________%

            


    

    


     

    SEE
      REVERSE FOR CERTAIN DEFINITIONS

     

    THIS
      CERTIFICATE IS SUBJECT TO RESTRICTIONS ON TRANSFER

    SET
      FORTH IN THE TRUST AGREEMENT

     

    THIS
      CERTIFICATE HAS NOT BEEN REGISTERED AND WILL NOT BE REGISTERED UNDER THE UNITED
      STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT
      BE
      OFFERED, SOLD OR DELIVERED UNLESS PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT OR PURSUANT TO AN EXEMPTION FROM THE SECURITIES ACT.

     

    THIS
      CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF (i) AN EMPLOYEE BENEFIT
      PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT
      OF 1974, AS AMENDED ("ERISA")) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I
      OF
      ERISA, (ii) A PLAN (AS DEFINED IN SECTION 4975(e)(1) OF THE CODE) THAT IS
      SUBJECT TO SECTION 4975 OF THE CODE, OR (iii) ANY ENTITY WHOSE UNDERLYING ASSETS
      INCLUDE "PLAN ASSETS" BY REASON OF ANY SUCH PLAN'S INVESTMENT IN THE ENTITY
      AND
      THE APPLICATION OF U.S. DEPARTMENT OF LABOR (THE "DOL") REGULATION SECTION
      2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA (THE "PLAN ASSET REGULATION")
      (EXCLUDING ANY INVESTMENT COMPANY THAT IS REGISTERED UNDER THE INVESTMENT
      COMPANY ACT OF 1940, AS AMENDED) (EACH, A "BENEFIT PLAN INVESTOR"), EXCEPT
      AS
      PROVIDED IN THE FOLLOWING SENTENCE.  BY ACCEPTING AND HOLDING THIS
      CERTIFICATE, THE HOLDER THEREOF SHALL BE DEEMED TO HAVE REPRESENTED, WARRANTED
      AND COVENANTED THAT (A) IT IS NOT A BENEFIT PLAN INVESTOR, AND THAT NO ASSETS
      OF
      ANY BENEFIT PLAN INVESTOR WERE USED TO ACQUIRE THIS CERTIFICATE, OR (B) IT
      IS AN
      INSURANCE COMPANY ACTING ON BEHALF OF ITS GENERAL ACCOUNT, AND (i) ON THE DATE
      IT ACQUIRES THIS CERTIFICATE, LESS THAN 25% OF THE ASSETS OF SUCH GENERAL
      ACCOUNT CONSTITUTE PLAN ASSETS AND (ii) IF AT ANY TIME DURING ANY CALENDAR
      QUARTER AFTER THE INITIAL ACQUISITION OF THIS CERTIFICATE, 25% OR MORE OF THE
      ASSETS OF SUCH GENERAL ACCOUNT CONSTITUTE "PLAN ASSETS" (AS DEFINED IN THE
      PLAN
      ASSET REGULATION) AND NO EXEMPTION OR EXCEPTION FROM THE PROHIBITED TRANSACTION
      RULES APPLIES TO THE CONTINUED HOLDING OF THIS CERTIFICATE UNDER SECTION 401(c)
      OF ERISA AND FINAL REGULATIONS THEREUNDER OR AN EXEMPTION OR REGULATION ISSUED
      BY THE DOL UNDER ERISA, THEN SUCH INSURANCE COMPANY WILL DISPOSE OF THIS
      CERTIFICATE BY THE END OF THE NEXT FOLLOWING CALENDAR QUARTER, AND SHALL DELIVER
      TO THE OWNER TRUSTEE AT THE TIME OF ACQUISITION OF THIS CERTIFICATE A DULY
      EXECUTED CERTIFICATEHOLDER CERTIFICATION IN THE FORM SET FORTH IN EXHIBIT C
      TO
      THE TRUST AGREEMENT REFERRED TO HEREIN.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    THIS
      CERTIFICATE MAY NOT BE ACQUIRED OR HELD BY OR FOR THE ACCOUNT OF AN INDIVIDUAL
      OR ENTITY THAT IS NOT A U.S. PERSON AS DEFINED IN SECTION 7701(a)(30) OF THE
      CODE.  BY ACCEPTING AND HOLDING THIS CERTIFICATE, THE HOLDER SHALL BE
      DEEMED TO HAVE REPRESENTED AND WARRANTED THAT IT (OR, IF IT IS ACTING AS A
      NOMINEE, THE BENEFICIAL OWNER) IS AND, AS LONG AS IT MAY BE A HOLDER (OR
      BENEFICIAL OWNER), WILL REMAIN A U.S. PERSON AND SHALL DELIVER TO THE OWNER
      TRUSTEE, AT THE TIME OF ACQUISITION OF THIS CERTIFICATE AND THEREAFTER FROM
      TIME
      TO TIME UPON REQUEST, A DULY EXECUTED CERTIFICATION IN THE FORM SET FORTH IN
      EXHIBIT C TO THE TRUST AGREEMENT.

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    CATERPILLAR
      FINANCIAL ASSET TRUST 2007-A

     

    ASSET
      BACKED CERTIFICATE

     

    evidencing
      an undivided beneficial interest in the Trust, as defined below, the property
      of
      which includes a pool of retail installment sale contracts and finance leases
      secured by new and used machinery and certain monies due or received thereunder
      and sold to the Trust (as defined below) by Caterpillar Financial Funding
      Corporation.

     

    (This
      Certificate does not represent an interest in or obligation of Caterpillar
      Financial Funding Corporation, Caterpillar Financial Services Corporation,
      Caterpillar Inc. or any of their respective affiliates, except to the extent
      described below.)

     

    THIS
      CERTIFIES THAT ______________________________________ is the registered holder
      of [__]% nonassessable, fully-paid, undivided beneficial interest in Caterpillar
      Financial Asset Trust 2007-A (the "Trust") formed by Caterpillar Financial
      Funding Corporation, a Nevada corporation (the "Depositor").

     

    The
      Trust was created in connection with an Amended and Restated Trust Agreement,
      dated as of September 27, 2007 (the "Trust Agreement"), between the Depositor
      and The Bank of New York (Delaware), as trustee (the "Owner Trustee"), a summary
      of certain of the pertinent provisions of which is set forth
      below.  To the extent not otherwise defined herein, the capitalized
      terms used herein have the meanings assigned to them in the Trust Agreement
      or
      the Sale and Servicing Agreement, dated as of September 1, 2007 (the "Sale
      and
      Servicing Agreement"), among the Trust, the Depositor and Caterpillar Financial
      Services Corporation, as servicer (the "Servicer"), as applicable.

     

    This
      Certificate is the duly authorized Certificate designated as the "Asset Backed
      Certificate" (herein called the "Certificate").  Also issued under the
      Indenture, dated as of September 1, 2007, between the Trust and U.S. Bank
      National Association, as trustee (the "Indenture Trustee"), are Notes designated
      as "Class A-1 5.67225% Asset Backed Notes" (the "Class A-1 Notes"), "Class
      A-2a
      5.40% Asset Backed Notes" (the "Class A-2a Notes"), "Class A-2b Floating Rate
      Asset Backed Notes" (the "Class A-2b Notes" and, together with the Class A-2a
      Notes, the "Class A-2 Notes"), "Class A-3a 5.34% Asset Backed Notes" (the "Class
      A-3a Notes"), "Class A-3b Floating Rate Asset Backed Notes" (the "Class A-3b
      Notes" and, together with the Class A-3a Notes, the "Class A-3 Notes") and
      "Class B 6.18% Asset Backed Notes" (the "Class B Notes"; together with the
      Class
      A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"). This
      Certificate is issued under and is subject to the terms, provisions and
      conditions of the Trust Agreement, to which Trust Agreement the holder of this
      Certificate by virtue of the acceptance hereof assents and by which such holder
      is bound.  The property of the Trust includes a pool of retail
      installment sale contracts and finance leases secured by new and used equipment
      (the "Receivables"), all monies received on or after September 1, 2007 from
      payments on the Receivables, security interests in the equipment financed
      thereby and certain other cross-collateralized equipment, certain bank accounts
      and the proceeds thereof, proceeds from claims on certain insurance policies
      and
      certain other rights under the Trust Agreement and the Sale and Servicing
      Agreement, all right, title, and interest of the Depositor in and to the
      Purchase Agreement dated as of September 1, 2007 between Caterpillar Financial
      Services Corporation and the Depositor and all proceeds of the
      foregoing.  The holder of this Certificate acknowledges and agrees
      that its rights to receive distributions in respect of this Certificate are
      subordinated to the rights of the Noteholders as described in the Sale and
      Servicing Agreement and the Indenture.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Under
      the Trust Agreement, there will be distributed on the 25th day of each month
      or,
      if such day is not a Business Day, the next Business Day (the "Distribution
      Date"), commencing on October 25, 2007 to the Person in whose name this
      Certificate is registered at the close of business on the last calendar day
      of
      the month preceding the month in which such Distribution Date occurs (the
      "Record Date") the amount to be distributed to the Certificateholder on such
      Distribution Date.

     

    Notwithstanding
      any prior termination of the Trust Agreement, the Certificateholder (to the
      extent it is not the Depositor), by its acceptance of this Certificate,
      covenants and agrees that it shall not, prior to the date which is one year
      and
      one day after the termination of the Trust, institute against the Depositor
      or
      the Issuing Entity, or join in any institution against the Depositor or the
      Issuing Entity of, any bankruptcy, reorganization, arrangement, insolvency
      or
      liquidation proceedings, or other proceedings under any United States federal
      or
      state bankruptcy or similar law.

     

    Distributions
      on this Certificate will be made as provided in the Trust Agreement by the
      Owner
      Trustee by wire transfer or check mailed to the Certificateholder of record
      in
      the Certificate Register without the presentation or surrender of this
      Certificate or the making of any notation hereon.  Except as otherwise
      provided in the Trust Agreement and notwithstanding the above, the final
      distribution on this Certificate will be made after due notice by the Owner
      Trustee of the pendency of such distribution and only upon presentation and
      surrender of this Certificate at the office or agency maintained for the purpose
      by the Owner Trustee in the Borough of Manhattan, The City of New
      York.

     

    This
      Certificate does not represent an obligation of, or an interest in, the
      Depositor, the Servicer, Caterpillar Inc., Caterpillar Financial Services
      Corporation, the Owner Trustee or any Affiliates of any of them and no recourse
      may be had against such parties or their assets, except as may be expressly
      set
      forth or contemplated herein or in the Trust Agreement or the Basic
      Documents.  In addition, this Certificate is not guaranteed by any
      governmental agency or instrumentality and is limited in right of payment to
      certain collections with respect to the Receivables (and certain other amounts),
      all as more specifically set forth herein and in the Sale and Servicing
      Agreement and the Trust Agreement.  A copy of each of the Sale and
      Servicing Agreement and the Trust Agreement may be examined during normal
      business hours at the principal office of the Depositor, and at such other
      places, if any, designated by the Depositor, by the Certificateholder upon
      written request.

     

    The
      Trust Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor
      and
      the Owner Trustee and the rights of the Certificateholders under the Trust
      Agreement at any time by the Depositor and the Owner Trustee with the consent
      of
      the holders of the Notes evidencing a majority of the outstanding
      Notes.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    As
      provided in the Trust Agreement and subject to certain limitations therein
      set
      forth, the transfer of this Certificate is registerable in the Certificate
      Register upon surrender of this Certificate for registration of transfer at
      the
      offices or agencies of the Certificate Registrar maintained by the Owner Trustee
      in the Borough of Manhattan, in the City of New York, accompanied by a written
      instrument of transfer in form satisfactory to the Owner Trustee and the
      Certificate Registrar duly executed by the holder hereof or such holder's
      attorney duly authorized in writing and a duly executed Certificateholder
      Certification of the transferee thereof, and thereupon one or more new
      Certificates of authorized denominations evidencing the same aggregate
      beneficial interest in the Trust will be issued to the designated
      transferee.  No service charge will be made for any such registration
      of transfer, but the Owner Trustee or the Certificate Registrar may require
      payment of a sum sufficient to cover any tax or governmental charge payable
      in
      connection therewith.  The initial Certificate Registrar appointed
      under the Trust Agreement is The Bank of New York (Delaware), New York, New
      York.

     

    The
      Owner Trustee, the Certificate Registrar and any agent of the Owner Trustee
      or
      the Certificate Registrar may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Owner Trustee,
      the Certificate Registrar or any such agent shall be affected by any notice
      to
      the contrary.

     

    The
      obligations and responsibilities created by the Trust Agreement and the Trust
      created thereby shall terminate upon the payment to the Certificateholder of
      all
      amounts required to be paid to it pursuant to the Trust Agreement and the Sale
      and Servicing Agreement and the disposition of all property held as part of
      the
      Trust. The Servicer of the Receivables may at its option purchase the corpus
      of
      the Trust at a price specified in the Sale and Servicing Agreement, and such
      purchase of the Receivables and other property of the Trust will effect early
      retirement of the Certificates; provided, however, such right of
      purchase is exercisable only on any Distribution Date on which the Note Value
      is
      10% or less of the Initial Note Value.

     

    This
      Certificate may not be acquired by or for the account of (i) an employee benefit
      plan (as defined in Section 3(3) of the Employee Retirement Income Security
      Act
      of 1974, as amended ("ERISA")) that is subject to the provisions of Title I
      of
      ERISA, (ii) a plan (as defined in Section 4975(e)(1) of the Code) that is
      subject to Section 4975 of the Code, or (iii) any entity whose underlying assets
      include "plan assets" by reason of any such plan's investment in the entity
      and
      the application of U.S. Department of Labor (the "DOL") Regulation Section
      2510.3-101, as modified by Section 3(42) of ERISA (the "Plan Asset Regulation")
      (excluding any investment company that is registered under the Investment
      Company Act of 1940, as amended) (each, a "Benefit Plan Investor"), except
      as
      provided in the following sentence.  By accepting and holding this
      Certificate, the holder thereof shall be deemed to have represented, warranted
      and covenanted that (A) it is not a Benefit Plan Investor, and that no assets
      of
      any Benefit Plan Investor were used to acquire this Certificate, or (B) it
      is an
      insurance company acting on behalf of its general account, and (i) on the date
      it acquires this Certificate, less than 25% of the assets of such general
      account constitute Plan Assets and (ii) if at any time during any calendar
      quarter after the initial acquisition of this Certificate, 25% or more of the
      assets of such general account constitute "plan assets" (as defined in the
      Plan
      Asset Regulation) and no exemption or exception from the prohibited transaction
      rules applies to the continued holding of this Certificate under Section 401(c)
      of ERISA and final regulations thereunder or an exemption or regulation issued
      by the DOL under ERISA, then such insurance company will dispose of this
      Certificate by the end of the next following calendar quarter, and shall deliver
      to the Owner Trustee at the time of acquisition of this Certificate a duly
      executed Certificateholder Certification in the form set forth in Exhibit
      C to the Trust Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    This
      Certificate may not be acquired or held by or for the account of an individual
      or entity that is not a U.S. person as defined in Section 7701(a)(30) of the
      Code.  By accepting and holding this Certificate, the holder shall be
      deemed to have represented and warranted under penalties of perjury that it
      (or,
      if it is acting as a nominee, the beneficial owner) is and, as long as it may
      be
      a Certificateholder (or beneficial owner), will remain a U.S. person and shall
      deliver to the Owner Trustee, at the time of acquisition of this Certificate
      and
      thereafter from time to time upon request, a duly executed Certificateholder
      Certification in the form set forth in Exhibit C to the Trust
      Agreement.

     

    Unless
      the certificate of authentication hereon shall have been executed by an
      authorized officer of the Owner Trustee, by manual signature, this Certificate
      shall not entitle the holder hereof to any benefit under the Trust Agreement
      or
      the Sale and Servicing Agreement or be valid for any purpose.

     

    THIS
      CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
      DELAWARE.

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    IN
      WITNESS WHEREOF, the Trust has caused this Certificate to be duly
      executed.

     

    
      	
               

            	
              CATERPILLAR
                FINANCIAL ASSET TRUST 2007-A,

            


    

     

    
      	
               

            	
              By:  THE
                BANK OF NEW YORK (DELAWARE), as Owner
                Trustee

            


    

     

    


    


    Dated:  __________                                                                                                          
      By: ___________                                                                   

                                                       
      Name:

                                                       
      Title:

     

     

     

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is the Certificate referred to in the within-mentioned Trust
      Agreement.

     

    
      	
              THE
                BANK OF NEW YORK (DELAWARE), as Owner Trustee

            	
              or

            	
              THE
                BANK OF NEW YORK (DELAWARE), as Owner Trustee

            
	 	 	
              By: 
                THE BANK OF NEW YORK (DELAWARE), as Authenticating
                Agent

            
	
              By:                                               

               

            	 	
              By:                                               

               

            

Authorized
      Signatory                                                                                                   
Authorized
      Signatory

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    ASSIGNMENT

     

    FOR
      VALUE RECEIVED the undersigned hereby sells, assigns and transfers
      unto

     

    PLEASE
      INSERT SOCIAL SECURITY

    OR
      OTHER IDENTIFYING NUMBER

    OF
      ASSIGNEE

     

    


     

    ____________________________________________________________________________

    (Please
      print or type name and address, including postal zip code, of
      assignee)

     

    


     

    ____________________________________________________________________________

    the
      within Certificate, and all rights thereunder, hereby irrevocably constituting
      and appointing

     

    ______________________________________________________
      attorney to transfer [__]% Percentage Interest of this Certificate on the books
      of the Certificate Register, with full power of substitution in the
      premises.

     

    


     

    


     

    Dated:                                                                _________________________________________*

     
Signature
      Guaranteed:

     

    


     

     
      _________________________________________*

     

    


     

    ____________________

     

    *      NOTICE:  The
      signature to this assignment must correspond with the name as it appears upon
      the face of the within Certificate in every particular, without alteration,
      enlargement or any change whatever.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    EXHIBIT
      B

     

    


     

    CERTIFICATE
      OF TRUST OF

    CATERPILLAR
      FINANCIAL ASSET TRUST 2007-A

     

    THIS
      Certificate of Trust of Caterpillar Financial Asset Trust 2007-A (the "Trust")
      is being duly executed and filed on behalf of the Trust by the undersigned,
      as
      trustee, to form a statutory trust under the Delaware Statutory Trust Act (12
      Del. C. § 3801 et seq.) (the "Act").

     

    Name.  The
      name of the statutory trust formed by this Certificate of Trust is Caterpillar
      Financial Asset Trust 2007-A.

     

    Delaware
      Trustee.  The name and business address of the trustee of the Trust in
      the State of Delaware are The Bank of New York (Delaware), 100 White Clay
      Center, Route 273, Newark, Delaware 19711 Attention: Corporate Trust
      Administration.

     

    Effective
      Date.  This Certificate of Trust shall be effective upon
      filing.

     

    IN
      WITNESS WHEREOF, the undersigned has duly executed this Certificate of Trust
      in
      accordance with Section 3811(a)(1) of the Act.

     

     

    THE
      BANK OF NEW YORK (DELAWARE), not in its individual capacity but solely as
      Trustee

     

    


     

    


     

    By:_________________________________

     

    Name:

    Title:

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    EXHIBIT
      C

     

    


     

    CERTIFICATEHOLDER
      CERTIFICATION

     

    This
      Certificateholder Certification ("Certification") is delivered pursuant to
      Section 11.12(b) of Caterpillar Financial Asset Trust 2007-A Amended and
      Restated Trust Agreement, dated as of September 27, 2007 (the "Trust
      Agreement"), between Caterpillar Financial Funding Corporation and The Bank
      of
      New York (Delaware), as Owner Trustee, in connection with the acquisition of,
      transfer to or possession by the undersigned, whether as beneficial owner (the
      "Beneficial Owner"), or nominee on behalf of the Beneficial Owner, of the
      Caterpillar Financial Asset Trust 2007-A Asset Backed Certificate (the
      "Certificate").  Capitalized terms used but not defined in this
      Certification have the respective meanings given them in the Trust
      Agreement.

     

    The
      holder must complete Part I, Part II (if the holder is a nominee), and in all
      cases sign and otherwise complete Part III of Section A.

     

    Section
      A.  To confirm to the Trust that the provisions of Section 1446 of
      the Internal Revenue Code (relating to withholding tax on foreign partners)
      do
      not apply in respect of the Certificate held by the undersigned, the undersigned
      hereby certifies:

     

    Part
      I - Complete Either A or B

     

    A.           Individual
      as Beneficial Owner

     

    
      	
               

            	
              1.

            	
              I
                am (The Beneficial Owner is) not a non-resident alien for purposes
                of U.S.
                income taxation;

            


    

     

    
      	
               

            	
              2.

            	
              My
                (The Beneficial Owner's) name and home address
                are

            


    

     

    _____________________________________________

     

    _____________________________________________

     

    _____________________________________________;
      and

     

    
      	
               

            	
              3.

            	
              My
                (The Beneficial Owner's) U.S. taxpayer identification number (Social
                Security Number) is
                ______________________.

            


    

     

    B.           Corporate,
      Partnership or other Entity as Beneficial Owner

     

    
      	
               

            	
              1.

            	
              ________________________________
                (Name of the Beneficial Owner) is not a foreign corporation, foreign
                partnership, foreign trust or foreign estate (as those terms are
                defined
                in the Code and Treasury
                regulations);

            


    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              2.

            	
              The
                Beneficial Owner's office address and place of incorporation (if
                applicable) is
                _________________________________________

            


    

     

    
      	
               

            	
              _________________________________________;
                and

            


    

     

    
      	
               

            	
              3.

            	
              The
                Beneficial Owner's U.S. employer identification number (Social Security
                Number) is _______________.

            


    

     

    Part
      II - Nominees

     

    If
      the undersigned is the nominee for the Beneficial Owner, the undersigned
      certifies that this Certification has been made in reliance upon information
      contained in:

     

    _________
      an IRS Form W-9

     

    _________
      a form such as this or substantially similar

     

    provided
      to the undersigned by an appropriate person and (i) the undersigned agrees
      to
      notify the Trust at least thirty (30) days prior to the date that the form
      relied upon becomes obsolete, and (ii) in connection with change in Beneficial
      Owners, the undersigned agrees to submit a new Certification of Non-Foreign
      Status to the Trust promptly after such change.

     

    Part
      III - Declaration

     

    The
      undersigned, as the Beneficial Owner or a nominee thereof, agrees to notify
      the
      Trust within sixty (60) days of the date that the Beneficial Owner becomes
      a
      foreign person.  The undersigned understands that this Certification
      may be disclosed to the Internal Revenue Service by the Trust and any false
      statement contained therein could be punishable by fines, imprisonment or
      both.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Under
      penalty of perjury, I declare that I have examined this Certification and to
      the
      best of my knowledge and belief it is true, correct and complete and, if
      applicable, I further declare that I have the authority* to sign this
      document

     

    ________________________________________________________________

    Name

     

    ________________________________________________________________

    Title
      (if applicable)

     

    ________________________________________________________________

    Signature
      and Date

     

    


     

    
      	
              *NOTE:

            	
              If
                signed pursuant to a power of attorney, the power of attorney must
                accompany this Certification.

            


    

     

    


    THE
      CERTIFICATION CONTAINED IN THIS SECTION A WILL BECOME OBSOLETE AT THE END OF
      THE
      THIRD YEAR AFTER THE TAXABLE YEAR OF THE TRUST DURING WHICH THIS CERTIFICATION
      IS DELIVERED TO THE TRUST.

     

    Section
      B.  The undersigned hereby certifies that (check
      one):

     

              
      1.  o
no
      assets of any Benefit Plan Investor were used to acquire the
      Certificate.

     

    OR

              
      2.  o
I
      am an insurance company, acting on behalf of my general account,
      and

     

    a.           on
      the date I acquired the Certificate, less than 25% of the assets of my general
      account constituted Plan Assets, and

     

    b.           if,
      at any time during any calendar quarter after the initial acquisition of the
      Certificate, 25% or more of the assets of such general account constitute "plan
      assets" (as defined in the Plan Asset Regulation) and no exemption or exception
      from the prohibited transaction rules applies to the continued holding of the
      Certificate under Section 401(c) of ERISA and final regulations thereunder
      or an
      exemption or regulation issued by the DOL under ERISA, then I will dispose
      of
      the Certificate then held in my general account by the end of the next following
      calendar quarter and shall deliver to the Owner Trustee at the time of
      acquisition of the Certificate a duly executed Certificateholder Certification
      in the form set forth in this exhibit.

     

    I
      declare that I have examined this Certification and to the best of my knowledge
      and belief it is true, correct and complete and, if applicable, I further
      declare that I have the authority* to sign this document

     

    ________________________________________________________________

    Name

     

    ________________________________________________________________

    Title
      (if applicable)

     

    ________________________________________________________________

    Signature
      and Date

     

    
      	
              *NOTE:

            	
              If
                signed pursuant to a power of attorney, the power of attorney must
                accompany this Certification.