ex4_3.htm


    


     

                                                                                                                                         


    
      

      

    

     

     

    Exhibit
      4.3

     

     

    SALE
      AND SERVICING AGREEMENT

     

     

    among

     

     

    CATERPILLAR
      FINANCIAL ASSET TRUST 2007-A

     

     

    Issuing
      Entity

     

     

    CATERPILLAR
      FINANCIAL FUNDING CORPORATION

     

     

    Depositor

     

     

    and

     

     

    CATERPILLAR
      FINANCIAL SERVICES CORPORATION

     

     

    Servicer

     

     

    Dated
      as of September 1, 2007

     

    


     

    
      

      

    

     

                                                                                                                                         


    
      
        
        

      

      
        
        

      

      
        
          

        

      

      
TABLE
        OF CONTENTS

       

    

     

    


     

    
      	
              ARTICLE
                I

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

            	 1


    

     

    
      	
               

            	
              SECTION
                1.01. 
                Definitions................................................................................................................................................1

            


    

     

    
      	
               

            	
              SECTION
                1.02.  Other Definitional
                Provisions...................................................................................................................18

            


    

     

    
      	
              ARTICLE
                II

            	
              CONVEYANCE
                OF
                RECEIVABLES..............................................................................................................................................

            	 18


    

     

    
      	
               

            	
              SECTION
                2.01.  Conveyance of
                Receivables....................................................................................................................18

            


    

     

    
      	
               

            	
              SECTION
                2.02. 
                Closing...................................................................................................................................................20

            


    

     

    
      	
               

            	
              SECTION
                2.03.  Books and
                Records................................................................................................................................20

            


    

     

    
      	
              ARTICLE III

            	
              THE
                RECEIVABLES..........................................................................................................................................................................20

            


    

     

    
      	
               

            	
              SECTION
                3.01.  Representations and Warranties of
                Depositor..........................................................................................20

            


    

     

    
      	
               

            	
              SECTION
                3.02.  Repurchase by Depositor or CFSC Upon
                Breach...................................................................................22

            


    

     

    
      	
               

            	
              SECTION
                3.03.  Custody of Receivable
                Files....................................................................................................................22

            


    

     

    
      	
               

            	
              SECTION
                3.04.  Duties of
                Servicer...................................................................................................................................22

            


    

     

    
      	
              ARTICLE IV

            	
              ADMINISTRATION
                AND SERVICING OF
                RECEIVABLES..........................................................................................................24

            


    

     

    
      	
               

            	
              SECTION
                4.01.  Duties of
                Servicer...................................................................................................................................24

            


    

     

    
      	
               

            	
              SECTION
                4.02.  Collection of Receivable
                Payments..........................................................................................................25

            


    

     

    
      	
               

            	
              SECTION
                4.03.  Realization upon
                Receivables..................................................................................................................25

            


    

    ...

    
      	
               

            	
              SECTION
                4.04.  Physical Damage
                Insurance.....................................................................................................................26

            


    

     

    
      	
               

            	
              SECTION
                4.05.  Maintenance of Security Interests in Financed
                Equipment........................................................................26

            


    

     

    
      	
               

            	
              SECTION
                4.06.  Covenants of
                Servicer............................................................................................................................26

            


    

     

    
      	
               

            	
              SECTION
                4.07.  Purchase by Servicer of Receivables upon
                Breach...................................................................................26

            


    

     

    
      	
               

            	
              SECTION
                4.08.  Servicing
                Fee.........................................................................................................................................27

            


    

     

    
      	
               

            	
              SECTION
                4.09.  Servicer
                Report......................................................................................................................................27

            


    

     

    
      	
               

            	
              SECTION
                4.10.  Annual Statement as to Compliance; Notice of
                Default............................................................................27

            


    

     

    
      	
               

            	
              SECTION
                4.11.  Annual Independent Certified Public Accountants'
                Attestation..................................................................28

            


    

     

    
      	
               

            	
              SECTION
                4.12.  Servicer
                Expenses..................................................................................................................................28

            


    

     

    
      	
               

            	
              SECTION
                4.13.  Reports to the
                Commission.....................................................................................................................28

            


    

     

    
      	
              ARTICLE V

            	
              DISTRIBUTIONS;
                RESERVE ACCOUNT; CERTIFICATEHOLDER AND NOTEHOLDER
                INFORMATION............................29

            


    

     

    
      	
               

            	
              SECTION
                5.01.  Establishment of Trust
                Accounts.............................................................................................................29

            


    

     

    
      
        
        

      

      
        -i-

        
          

        

      

      
        
        

      

    

    TABLE
      OF CONTENTS

    (continued)

     

    
      	
               

            	
              SECTION
                5.02.  Interest Rate Swap
                Agreement...............................................................................................................31

            


    

     

    
      	
               

            	
               

            	
              SECTION
                5.03. 
                Collections............................................................................................................................................31

            	 


    

     

    
      	
               

            	
              SECTION
                5.04.  Additional
                Deposits................................................................................................................................31

            


    

     

    
      	
               

            	
              SECTION
                5.05. 
                Distributions...........................................................................................................................................32

            


    

     

    
      	
               

            	
              SECTION
                5.06.  Reserve
                Account....................................................................................................................................34

            


    

     

    
      	
               

            	
              SECTION
                5.07.  Certificateholder and Noteholder
                Information..........................................................................................35

            


    

     

    
      	
               

            	
              SECTION
                5.08.  Net
                Deposits..........................................................................................................................................36

            


    

     

    
      	
               

            	
              SECTION
                5.09.  Tax
                Monitoring.......................................................................................................................................37

            


    

     

    
      	
              ARTICLE VI

            	
              THE
                DEPOSITOR..............................................................................................................................................................................37

            


    

     

    
      	
               

            	
              SECTION
                6.01.  Representations of
                Depositor..................................................................................................................37

            


    

     

    
      	
               

            	
              SECTION
                6.02.  Liability of Depositor;
                Indemnities...........................................................................................................38

            


    

     

    
      	
               

            	
              SECTION
                6.03.  Merger or Consolidation of, or Assumption of the Obligations
                of,
                Depositor............................................39

            


    

     

    
      	
               

            	
              SECTION
                6.04.  Limitation on Liability of Depositor and
                Others........................................................................................39

            


    

     

    
      	
               

            	
              SECTION
                6.05.  Depositor May Own the Certificate or
                Notes..........................................................................................39

            


    

     

    
      	
              ARTICLE VII

            	
              THE
                SERVICER.................................................................................................................................................................................40

            


    

     

    
      	
               

            	
              SECTION
                7.01.  Representations of
                Servicer....................................................................................................................40

            


    

     

    
      	
               

            	
              SECTION
                7.02.  Indemnities of
                Servicer...........................................................................................................................41

            


    

     

    
      	
               

            	
              SECTION
                7.03.  Merger or Consolidation of, or Assumption of the Obligations
                of,
                Servicer...............................................42

            


    

     

    
      	
               

            	
              SECTION
                7.04.  Limitation on Liability of Servicer and
                Others..........................................................................................43

            


    

     

    
      	
               

            	
              SECTION
                7.05.  CFSC Not To Resign as
                Servicer...........................................................................................................43

            


    

     

    
      	
              ARTICLE VIII

            	
              DEFAULT...........................................................................................................................................................................................44

            


    

     

    
      	
               

            	
              SECTION
                8.01.  Servicer
                Default......................................................................................................................................44

            


    

     

    
      	
               

            	
              SECTION
                8.02.  Appointment of Successor
                Servicer........................................................................................................45

            


    

     

    
      	
               

            	
              SECTION
                8.03.  Notification to Noteholders and
                Certificateholders..................................................................................46

            


    

     

    
      	
               

            	
              SECTION
                8.04.  Waiver of Past
                Defaults..........................................................................................................................46

            


    

     

    
      	
              ARTICLE IX

            	
              TERMINATION................................................................................................................................................................................46

            


    

     

    
      	
               

            	
              SECTION
                9.01.  Optional Purchase of All Receivables; Trust
                Termination.........................................................................46

            


    

     

    
      	
              ARTICLE X

            	
              MISCELLANEOUS
                PROVISIONS...................................................................................................................................................47

            


    

     

    
      	
               

            	
              SECTION
                10.01. 
                Amendment..........................................................................................................................................47

            


    

     

    
      	
               

            	
              SECTION
                10.02.  Protection of Title to
                Trust....................................................................................................................48

            


    

     

     

    
      
        
        

      

      
        -ii-

        
          

        

      

      
        
        

      

    

    TABLE
      OF CONTENTS

    (continued)

     

    
      	
               

            	
              SECTION
                10.03. 
                Notices................................................................................................................................................50

            


    

     

    
      	
               

            	
              SECTION
                10.04. 
                Assignment...........................................................................................................................................50

            


    

     

    
      	
               

            	
              SECTION
                10.05.  Limitations on Rights of
                Others.............................................................................................................50

            


    

     

    
      	
               

            	
              SECTION
                10.06. 
                Severability..........................................................................................................................................51

            


    

     

    
      	
               

            	
              SECTION
                10.07.  Separate
                Counterparts..........................................................................................................................51

            


    

     

    
      	
               

            	
              SECTION
                10.08. 
                Headings..............................................................................................................................................51

            


    

     

    
      	
               

            	
              SECTION
                10.09.  Governing
                Law.....................................................................................................................................51

            


    

     

    
      	
               

            	
              SECTION
                10.10.  Assignment to Indenture
                Trustee...........................................................................................................51

            


    

     

    
      	
               

            	
              SECTION
                10.11.  Nonpetition
                Covenants.........................................................................................................................51

            


    

     

    
      	
               

            	
              SECTION
                10.12.  Limitation of Liability of Owner Trustee and Indenture
                Trustee...............................................................52

            


    

     

    


    SCHEDULE
      A
      -                      Schedule
      of Receivables A-1

    SCHEDULE
      B -     
                Location
      of Receivable Files
      B-1

    SCHEDULE
      C
      -                     Servicer
      Report C-1

    SCHEDULE
      D
      -                     Trustee
      Instructions D-1

     

     

     

     

     

     

     

    
      
        
        

      

      
        -iii-

        
          

        

      

      
        
        

      

    

     

    
 

    SALE
      AND SERVICING AGREEMENT dated as of September 1, 2007, among CATERPILLAR
      FINANCIAL ASSET TRUST 2007-A, a Delaware statutory trust, CATERPILLAR FINANCIAL
      FUNDING CORPORATION, a Nevada corporation, and CATERPILLAR FINANCIAL SERVICES
      CORPORATION, a Delaware corporation.

     

    WHEREAS
      the Issuing Entity (as defined below) desires to purchase a portfolio of
      receivables arising in connection with (i) retail installment sale
      contracts for the purchase of machinery or equipment and (ii) equipment finance
      lease contracts for the lease of machinery or equipment, in each case acquired
      or originated by CFSC (as defined below) in the ordinary course of its
      business;

     

    WHEREAS
      the Depositor (as defined below) has purchased such portfolio of receivables
      from CFSC and desires to sell such portfolio of receivables to the Issuing
      Entity; and

     

    WHEREAS
      CFSC desires to service such receivables.

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants herein
      contained, the parties hereto agree as follows:

     

     

    ARTICLE
      I

     

    DEFINITIONS

     

    SECTION
      1.01.  Definitions.  Whenever used in this
      Agreement, the following words and phrases, unless the context otherwise
      requires, shall have the following meanings:

     

    "Additional
      Servicing Compensation" means, with respect to any Receivable, any late
      fees, extension fees and other administrative fees or similar charges allowed
      by
      applicable law with respect to such Receivable.

     

    "Administration
      Agreement" means the Administration Agreement, dated as of September 1,
      2007, among the Trust, the Depositor, CFSC, as administrator, and U.S. Bank
      National Association, as indenture trustee, as the same may be amended, modified
      or supplemented from time to time.

     

    "Administration
      Fee" means the fee payable to the Administrator pursuant to Section 3
      of the Administration Agreement.

     

    "Administrator"
      means the administrator under the Administration Agreement.

     

    "Affiliate"
      has the meaning specified in the Indenture.

     

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

     

    "Amount
      Financed" means with respect to a Receivable related to a Lease, the
      original Net Investment with respect to such Lease, and with respect to a
      Receivable related to an Installment Sales Contract, the sum of the amount
      advanced under the Receivable toward the purchase price of the related Financed
      Equipment, plus any related costs.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    "APR"
      or "Annual Percentage Rate" with respect to any Receivable related to an
      Installment Sales Contract means the annual percentage rate of interest of
      such
      Receivable as set forth on the Schedule of Receivables for such Receivable
      and
      with respect to any Receivable related to a Lease, the Implicit Interest
      Rate.

     

    "Basic
      Documents" has the meaning specified in the Indenture.

     

    "Business
      Day" means any day other than a Saturday, a Sunday or a day on which banking
      institutions or trust companies in New York, New York, Nashville, Tennessee,
      Las
      Vegas, Nevada, Chicago, Illinois, St. Paul, Minnesota or Wilmington, Delaware
      are authorized or obligated by law, regulation or executive order to remain
      closed.

     

    "Caterpillar"
      means Caterpillar Inc., a Delaware corporation, and its successors.

     

    "Certificate"
      has the meaning specified in the Trust Agreement.

     

    "Certificate
      Distribution Account" has the meaning specified in the Trust
      Agreement.

     

    "Certificateholders"
      has the meaning specified in the Trust Agreement.

     

    "CFSC"
      means Caterpillar Financial Services Corporation, a Delaware corporation, and
      its successors.

     

    "Class"
      means the Class A-1 Notes, the Class A-2a Notes, the Class A-2b
      Notes, the Class A-3a Notes, the Class A-3b Notes or the Class B
      Notes, as applicable.

     

    "Class A
      Noteholders" has the meaning specified in the Indenture.

     

    "Class A
      Noteholders' Interest Carryover Shortfall" means, with respect to any
      Distribution Date, the sum of (i) the excess, if any, of (A) the sum
      of (1) the Class A Noteholders' Monthly Interest Distributable Amount
      for the preceding Distribution Date and (2) any outstanding Class A
      Noteholders' Interest Carryover Shortfall on such preceding Distribution Date,
      over (B) the amount in respect of interest that is actually distributed to
      the Class A Noteholders on such preceding Distribution Date, and
      (ii) interest on the amount of interest due but not paid to Class A
      Noteholders on the preceding Distribution Date, to the extent permitted by
      law,
      at the Class A-1 Note Interest Rate, the Class A-2a Note Interest
      Rate, the Class A-2b Note Interest Rate, the Class A-3a Note Interest
      Rate and the Class A-3b Note Interest Rate, as applicable, from and
      including such preceding Distribution Date to, but excluding, the current
      Distribution Date.

     

    "Class A
      Noteholders' Interest Distributable Amount" means, with respect to any
      Distribution Date, the sum of (i) the Class A Noteholders' Monthly Interest
      Distributable Amount for such Distribution Date and (ii) the Class A
      Noteholders' Interest Carryover Shortfall for such Distribution
      Date.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    "Class A
      Noteholders' Monthly Interest Distributable Amount" means, with respect to
      any Distribution Date, an amount equal to the aggregate amount of interest
      accrued on the Class A-1 Notes, the Class A-2a Notes, the
      Class A-2b Notes, the Class A-3a Notes and the Class A-3b Notes
      at the Class A-1 Note Interest Rate, the Class A-2a Note Interest
      Rate, the Class A-2b Note Interest Rate, the Class A-3a Note Interest
      Rate and the Class A-3b Note Interest Rate, respectively, with respect to
      the Class A-1 Notes, the Class A-2b Notes and the Class A-3b Notes, from
      and including the preceding Distribution Date (or, in the case of the initial
      Distribution Date, from and including the Closing Date), to but excluding such
      Distribution Date (based on a 360-day year and the actual number of days
      elapsed), and, with respect to the Class A-2a Notes and the Class A-3a
      Notes, from and including the 25th day of the
      month
      preceding such Distribution Date (or, in the case of the initial Distribution
      Date, from and including the Closing Date), to but excluding the 25th day of the
      month of
      such Distribution Date (in each case based on a 360-day year of twelve 30-day
      months).

     

    "Class A
      Notes" means the Class A-1 Notes, the Class A-2 Notes and the
      Class A-3 Notes, collectively.

     

    "Class A-1
      Note Final Scheduled Distribution Date" means the Distribution Date
      occurring in September, 2008.

     

    "Class A-1
      Note Interest Rate" has the meaning specified in the Indenture.

     

    "Class A-1
      Note Pool Factor" means 1.0000000 as of the Closing Date, and as of the
      close of business on any Distribution Date thereafter means a seven digit
      decimal figure equal to the Outstanding Principal Amount of the Class A-1
      Notes as of such date (after giving effect to payments in reduction of the
      principal amount of the Class A-1 Notes on such date) divided by the
      original Outstanding Principal Amount of the Class A-1 Notes.

     

    "Class A-2
      Note Final Scheduled Distribution Date" means the Distribution Date
      occurring in April, 2010.

     

    "Class A-2
      Notes" means the Class A-2a Notes and the Class A-2b Notes,
      collectively.

     

    "Class A-2a
      Note Interest Rate" has the meaning specified in the Indenture.

     

    "Class A-2a
      Note Pool Factor" means 1.0000000 as of the Closing Date and as of the close
      of business on any Distribution Date thereafter means a seven digit decimal
      figure equal to the Outstanding Principal Amount of the Class A-2a Notes as
      of such date (after giving effect to payments in reduction of the principal
      amount of the Class A-2a Notes on such date) divided by the original
      Outstanding Principal Amount of the Class A-2a Notes.

     

    "Class A-2b
      Note Interest Rate" has the meaning specified in the Indenture.

     

    "Class A-2b
      Note Pool Factor" means 1.0000000 as of the Closing Date and as of the close
      of business on any Distribution Date thereafter means a seven digit decimal
      figure equal to the Outstanding Principal Amount of the Class A-2b Notes as
      of such date (after giving effect to payments in reduction of the principal
      amount of the Class A-2b Notes on such date) divided by the original
      Outstanding Principal Amount of the Class A-2b Notes.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    "Class A-3
      Note Final Scheduled Distribution Date" means the Distribution Date
      occurring in June, 2012.

     

    "Class A-3
      Notes" means the Class A-3a Notes and the Class A-3b Notes,
      collectively.

     

    "Class A-3a
      Note Interest Rate" has the meaning specified in the Indenture.

     

    "Class A-3a
      Note Pool Factor" means 1.0000000 as of the Closing Date and, as of the
      close of business on any Distribution Date thereafter means a seven digit
      decimal figure equal to the Outstanding Principal Amount of the Class A-3a
      Notes as of such date (after giving effect to payments in reduction of the
      principal amount of the Class A-3a Notes on such date) divided by the
      original Outstanding Principal Amount of the Class A-3a Notes.

     

    "Class A-3b
      Note Interest Rate" has the meaning specified in the Indenture.

     

    "Class A-3b
      Note Pool Factor" means 1.0000000 as of the Closing Date and, as of the
      close of business on any Distribution Date thereafter means a seven digit
      decimal figure equal to the Outstanding Principal Amount of the Class A-3b
      Notes as of such date (after giving effect to payments in reduction of the
      principal amount of the Class A-3b Notes on such date) divided by the
      original Outstanding Principal Amount of the Class A-3b Notes.

     

    "Class
      B Note Final Scheduled Distribution Date" means the Distribution Date
      occurring in September, 2013.

     

    "Class
      B Noteholders" has the meaning specified in the Indenture.

     

    "Class
      B Noteholders' Interest Carryover Shortfall" means, with respect to any
      Distribution Date, the sum of (i) the excess, if any, of (A) the sum of (1)
      the
      Class B Noteholders' Monthly Interest Distributable Amount for the preceding
      Distribution Date and (2) any outstanding Class B Noteholders' Interest
      Carryover Shortfall on such preceding Distribution Date, over (B) the amount
      in
      respect of interest that is actually distributed to the Class B Noteholders
      on
      such preceding Distribution Date, and (ii) interest on the amount of interest
      due but not paid to Class B Noteholders on the preceding Distribution Date,
      to
      the extent permitted by law, at the Class B Note Interest Rate from and
      including the 25th day of the
      month
      preceding such Distribution Date, to but excluding the 25th day of the
      month
      containing such Distribution Date (based on a 360-day year of twelve 30-day
      months).

     

    "Class
      B Noteholders' Interest Distributable Amount" means, with respect to any
      Distribution Date, the sum of (i) the Class B Noteholders' Monthly Interest
      Distributable Amount for such Distribution Date and (ii) the Class B
      Noteholders' Interest Carryover Shortfall for such Distribution
      Date.

     

    "Class
      B Noteholders' Monthly Interest Distributable Amount" means, with respect to
      any Distribution Date, an amount equal to the aggregate interest accrued on
      the
      Class B Notes at the Class B Note Interest Rate from and including the 25th day of the
      month
      preceding such Distribution Date (or, in the case of the initial Distribution
      Date, from and including the Closing Date), to but excluding the 25th day of the
      month
      containing such Distribution Date (based on a 360-day year of twelve 30-day
      months).

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    "Class
      B Note Interest Rate" has the meaning specified in the
      Indenture.

     

    "Class
      B Note Pool Factor" means 1.0000000 as of the Closing Date and, as of the
      close of business on any Distribution Date thereafter means a seven digit
      decimal figure equal to the Outstanding Principal Amount of the Class B Notes
      as
      of such date (after giving effect to payments in reduction of the principal
      amount of the Class B Notes on such date) divided by the original Outstanding
      Principal Amount of the Class B Notes.

     

    "Class
      of Notes" means all Notes included in Class A-1 Notes, all Notes
      included in Class A-2 Notes, all Notes included in Class A-3 Notes or
      all Notes included in Class B Notes, whichever is appropriate.

     

    "Closing
      Date" means September 27, 2007.

     

    "Collateral"
      has the meaning specified in the Granting Clause of the Indenture.

     

    "Collection
      Account" means the account designated as such, established and maintained
      pursuant to Section 5.01 (a)(i).

     

    "Collection
      Period" means, with respect to the first Distribution Date, the calendar
      month of September 2007 and, with respect to each subsequent Distribution Date,
      the immediately preceding calendar month.  Any amount stated "as of
      the close of business on the last day of a Collection Period" shall give effect
      to the following calculations as determined as of the end of the day on such
      last day: (i) all applications of collections and (ii) all distributions to
      be
      made on the following Distribution Date.

     

    "Commission"
      means the Securities and Exchange Commission, and its successors.

     

    "Contract"
      means an Installment Sales Contract or a Lease, as applicable, and shall include
      all documents relating to an amendment or modification of such
      Contract.

     

    "Contract
      Balance" of a Receivable, as of the close of business on the last day of a
      Collection Period or as of the Cut-off Date, as applicable, means the Amount
      Financed minus the sum of (i) that portion of all Scheduled Payments paid on
      or
      prior to such day allocable to principal using the actuarial method, (ii) any
      payment of the Purchase Amount with respect to such Receivable purchased by
      the
      Servicer or repurchased by CFSC or the Depositor and allocable to principal
      and
      (iii) any prepayment in full or any partial prepayments (including any
      Liquidation Proceeds) applied to reduce the Contract Balance of such Receivable,
      in each case plus accrued and unpaid interest.  With respect to each
      Lease, the Servicer shall allocate all Scheduled Payments thereon between
      "principal" and "interest" based upon each such Lease's Implicit Interest
      Rate.

     

    "Corporate
      Trust Office" means the office of the Indenture Trustee at which at any
      particular time its corporate trust business shall be administered, which office
      at the date of the execution of this Agreement is located at 209 South LaSalle
      Street, Suite 300, Chicago, Illinois, 60604, Attention: Caterpillar Financial
      Asset Trust 2007-A, except that for purposes of Section 3.02 of the Indenture,
      such term shall mean the office or agency of the Indenture Trustee in the
      Borough of Manhattan in the City of New York which office at the date hereof
      is
      located at 100 Wall Street, Suite 1600, New York, New York 10005; or at such
      other address as the Indenture Trustee may designate from time to time by notice
      to the Noteholders, the Servicer, the Owner Trustee and the Depositor, or the
      principal corporate trust office of any successor Indenture Trustee (the address
      of which the successor Indenture Trustee will notify the Noteholders, the
      Servicer, the Owner Trustee and the Depositor); provided that for purposes
      of
      Section 3.02 of the Indenture, the address of any such office shall be in the
      Borough of Manhattan in the City of New York.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    "Cross-Collateralized
      Equipment" means, with respect to any Contract, an item of machinery or
      equipment, other than the related Financed Equipment, which also secures an
      Obligor's indebtedness or obligations under the respective Receivable in
      addition to the related Financed Equipment.

     

    "Cumulative
      Realized Losses" means, with respect to any Collection Period, the
      percentage equivalent of a fraction equal to all Realized Losses during the
      period since the Cut-off Date through the end of such Collection Period divided
      by the Initial Pool Balance.

     

    "Cut-off
      Date" means September 1, 2007.

     

    "Dealer"
      means each Caterpillar dealer who sold an item of Financed Equipment relating
      to
      a Receivable.

     

    "Dealer
      Receivable" means a Receivable originated by a Dealer and acquired by CFSC
      from such Dealer.

     

    "Depositor"
      means Caterpillar Financial Funding Corporation, a Nevada corporation, and
      its
      successors in interest to the extent permitted hereunder.

     

    "Determination
      Date" means, with respect to any Distribution Date, the fifth Business Day
      prior to such Distribution Date.

     

    "Discount
      Factor" means 8.013% per annum.

     

    "Distribution
      Date" means the 25th day of each calendar month or, if such day is not a
      Business Day, the immediately following Business Day, commencing on
      October 25, 2007.

     

    "Eligible
      Institution" means (a) the corporate trust department of the Indenture
      Trustee, the Owner Trustee, The Bank of New York (Delaware), as long as it
      is
      paying agent under the Trust Agreement or U.S. Bank National Association, so
      long as it is a paying agent under the Indenture, or (b) a depository
      institution organized under the laws of the United States of America or any
      one
      of the states thereof or the District of Columbia (or any domestic branch of
      a
      foreign bank) (i)(A) which has either (1) a long-term unsecured debt rating
      of
      "AAA" or better by Standard & Poor's and "Aaa" or better by Moody's or (2) a
      short-term unsecured debt rating or a certificate of deposit rating of "A-1+"
      by
      Standard & Poor's and "Prime-1" or better by Moody's, or any other
      long-term, short-term or certificate of deposit rating acceptable to the Rating
      Agencies and (B) whose deposits-are insured by the FDIC or (ii)(A) the parent
      of
      which has a long-term or short-term unsecured debt rating acceptable to the
      Rating Agencies and (B) whose deposits are insured by the FDIC.  If so
      qualified, the Indenture Trustee, the Owner Trustee, The Bank of New York
      (Delaware) or U.S. Bank National Association may be considered an Eligible
      Institution for the purposes of clause (b) of this definition.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    "Eligible
      Investments" mean the following (other than any issued by CFSC, the holder
      of the Certificates or any of their respective Affiliates):

     

    
                           
        (a)  direct
        obligations of, and obligations fully guaranteed as to timely payment by,
        the
        United States of America;

       

    

                         
      (b)  demand
      deposits, time deposits or certificates of deposit of any depository institution
      incorporated under the laws of the United States of America or any state thereof
      (or any domestic branch of a foreign bank) and subject to supervision and
      examination by federal or state banking or depository institution authorities;
      provided, however, that at the time of the investment or
      contractual commitment to invest therein, the commercial paper or other
      short-term unsecured debt obligations (other than such obligations the rating
      of
      which is based on the credit of a Person other than such depository institution)
      thereof shall have a credit rating from each Rating Agency in the highest
      investment category granted thereby;

     

                         
      (c)  commercial
      paper having, at the time of the investment or contractual commitment to invest
      therein, a rating from each Rating Agency in the highest investment category
      granted thereby;

     

                         
      (d)  investments
      in money market funds having a rating from each Rating Agency in the highest
      investment category granted thereby (including any such funds for which the
      Indenture Trustee or the Owner Trustee or any of their respective Affiliates
      is
      investment manager or advisor);

     

                         
      (e)  investments
      in common trust funds having a rating from each Rating Agency in the highest
      investment category granted thereby maintained and operated by Eligible
      Institutions (including the Indenture Trustee or the Owner
      Trustee);

                          

                          
      (f)  bankers'
      acceptances issued by any depository institution or trust company referred
      to in
      clause (b) above;

     

                         
      (g)  repurchase
      obligations with respect to any security that is a direct obligation of, or
      fully guaranteed by, the United States of America or any agency or
      instrumentality thereof the obligations of which are backed by the full faith
      and credit of the United States of America, in either case entered into with
      (i)
      a depository institution (acting as principal) described in clause (b) or (ii)
      a
      depository institution the deposits of which are insured by FDIC;
      or

     

                         
      (h)  any
      other investment that is permitted by each of the Rating Agencies.

     

    "Eligible
      Securities Account" means either (a) a segregated account with an Eligible
      Institution or (b) a segregated trust account with the corporate trust
      department of a depository institution organized under the laws of the United
      States of America or any one of the states thereof or the District of Columbia
      (or any domestic branch of a foreign bank), having corporate trust powers and
      acting as trustee for funds deposited in such account, so long as such
      depository institution shall have a senior unsecured rating of at least
      investment grade from each Rating Agency in one of its generic rating
      categories.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

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

     

    "FDIC"
      means the Federal Deposit Insurance Corporation, and its
      successors.

     

    "Final
      Scheduled Distribution Date" means any of the Class A-1 Note Final
      Scheduled Distribution Date, the Class A-2 Note Final Scheduled
      Distribution Date, the Class A-3 Note Final Scheduled Distribution Date or
      the Class B Note Final Scheduled Distribution Date.

     

    "Financed
      Equipment" means an item of machinery or equipment, together with all
      accessions thereto, which was purchased or refinanced, in the case of an
      Installment Sales Contract or leased, in the case of a Lease, by an Obligor
      pursuant to the terms of the related Contract, and in either case which secures
      such related Obligor's indebtedness or obligations under the respective
      Receivable.

     

    "First
      Priority Principal Distribution Amount" means, with respect to any
      Distribution Date, an amount, not less than zero, equal to the excess, if any,
      of (i) the Outstanding Principal Amount of all Class A Notes as of the
      preceding Distribution Date (after giving effect to any principal payments
      made
      on the Class A Notes on such preceding Distribution Date) over (ii) the
      Note Value at the end of the Collection Period preceding such Distribution
      Date;
provided, however, that the First Priority Principal Distribution
      Amount shall not be less than the aggregate of (i) on and after the
      Class A-1 Note Final Scheduled Distribution Date, the amount that is
      necessary to reduce the Outstanding Principal Amount of the Class A-1 Notes
      to zero, (ii) on and after the Class A-2 Note Final Scheduled Distribution
      Date, the amount that is necessary to reduce the Outstanding Principal Amount
      of
      the Class A-2 Notes to zero and (iii) on and after the Class A-3 Note
      Final Scheduled Distribution Date, the amount that is necessary to reduce the
      Outstanding Principal Amount of the Class A-3 Notes to zero.

     

    "Governmental
      Authority" means the United States of America, any state or other political
      subdivision thereof and any entity exercising executive, legislative, judicial,
      regulatory or administrative functions of or pertaining to
      government.

     

    "Holder"
      or "Noteholder" has the meaning specified in the Indenture.

     

    "Implicit
      Interest Rate" means with respect to any Receivable related to a Lease, the
      rate set forth with respect to such Receivable on the Schedule of
      Receivables.

     

    "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, a national banking
      association, in its capacity as indenture trustee under the Indenture, its
      successors in interest and any successor indenture trustee under the
      Indenture.

     

    "Initial
      Note Value" means the Note Value as of the Cut-off Date, which is
      $659,848,257.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    "Initial
      Pool Balance" means the Pool Balance as of the Cut-off Date, which is
      $662,424,010.

     

    "Initial
      Swap Counterparty" means, Merrill Lynch Capital Services, Inc., as Party A
      under the Initial Interest Rate Swap Agreement.

     

    "Initial
      Interest Rate Swap Agreement" means the ISDA Master Agreement (1992
      Multicurrency-Cross Border), dated as of the Closing Date, between the Initial
      Swap Counterparty and the Issuing Entity, the Schedule and the Credit Support
      Annex thereto, each dated as of the Closing Date and, the Confirmation thereto
      with respect to the Class A-2b Notes and the Confirmation thereto with respect
      to the Class A-3b Notes, each dated as of the Closing Date, and entered into
      pursuant to such ISDA Master Agreement, as the same may be amended or
      supplemented from time to time in accordance with the terms
      thereof.

     

    "Insolvency
      Event" means, with respect to a specified Person, (i) the entry of a decree
      or order for relief by a court having jurisdiction in the premises in respect
      of
      such Person or any substantial part of its property in an involuntary case
      under
      any applicable federal or state bankruptcy, insolvency or other similar law
      now
      or hereafter in effect, or appointing a receiver, liquidator, assignee,
      custodian, trustee, sequestrator or similar official for such Person or for
      any
      substantial part of its property, or ordering the winding-up or liquidation
      of
      such Person's affairs, and such decree or order shall remain unstayed and in
      effect for a period of 90 consecutive days; or (ii) the commencement by such
      Person of a voluntary case under any applicable federal or state bankruptcy,
      insolvency or other similar law now or hereafter in effect, or the consent
      by
      such Person to the entry of an order for relief in an involuntary case under
      any
      such law, or the consent by such Person to the appointment of or taking
      possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator
      or similar official for such Person or for any substantial part of its property,
      or the making by such Person of any general assignment for the benefit of
      creditors, or the failure by such Person generally to pay its debts as such
      debts become due, or the taking of action by such Person in furtherance of
      any
      of the foregoing.

     

    "Installment
      Sales Contract" means, with respect to any applicable Receivable, the
      related fixed rate retail installment sale contract for the purchase of
      machinery or equipment.

     

    "Interest
      Rate Swap Agreement" means the Initial Interest Rate Swap Agreement and/or
      any Replacement Interest Rate Swap Agreement.

     

    "Investment
      Earnings" means, with respect to any Distribution Date, the investment
      earnings (net of losses and investment expenses) on amounts on deposit in the
      Trust Accounts.

     

    "Issuing
      Entity" means Caterpillar Financial Asset Trust 2007-A, a Delaware statutory
      trust, and its successors.

     

    "Lease"
      means, with respect to any applicable Receivable, the related equipment finance
      lease contract.

     

    "Lien"
      means a security interest, lien, charge, pledge, equity or encumbrance of any
      kind with respect to any Receivable other than mechanics' liens and any liens
      which attach to such Receivable by operation of law as a result of any act
      or
      omission by the related Obligor.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    "Liquidated
      Receivable" means any Receivable which has been liquidated by the Servicer
      through the sale or other disposition of the related Financed
      Equipment.

     

    "Liquidation
      Proceeds" means, with respect to any Liquidated Receivable, the monies
      collected in respect thereof, from whatever source (including the proceeds
      of
      insurance policies with respect to the related Financed Equipment or Obligor
      on
      a Liquidated Receivable), net of the sum of any amounts expended by the Servicer
      in connection with such liquidation and any amounts required by law or the
      applicable Contract to be remitted to the Obligor on such Liquidated Receivable,
      excluding (i) Recoveries and (ii) monies collected in respect of any Liquidated
      Receivable in excess of the Contract Balance therefor.

     

    "Moody's"
      means Moody's Investors Service, Inc., or its successor.

     

    "Net
      APR" means, with respect to any Receivable, the APR therefor less the
      Servicing Fee Rate.

     

    "Net
      Excess Spread" means, with respect to any Distribution Date on or prior to
      the Distribution Date on which the amount on deposit in the Reserve Account
      equals the Specified Reserve Account Balance, the Total Available Amount reduced
      by (i) the Servicing Fee and all unpaid Servicing Fees from prior Collection
      Periods, (ii) the Administration Fee and all unpaid Administration Fees from
      prior Collection Periods, (iii) the Net Swap Payments, (iv) the Senior Swap
      Termination Payments, (v) the Class A Noteholders' Interest Distributable
      Amount, (vi) the Class B Noteholders' Interest Distributable Amount and (vii)
      the difference between (A) the Note Value at the end of the second preceding
      Collection Period, or in the case of the initial Distribution Date, the Initial
      Note Value, and (B) the Note Value at the end of the preceding Collection
      Period.

     

    "Net
      Investment" with respect to a Lease, means the present value of the sum of
      (i) Scheduled Payments due thereunder and (ii) the residual payment amount
      at the end of the Lease term, discounted at the Implicit Interest Rate for
      such
      Lease.

     

    "Net
      Swap Payment" means for the Interest Rate Swap Agreement, the net amount
      owed, if any, by the Issuing Entity to the Swap Counterparty on any Distribution
      Date, including any prior, unpaid Net Swap Payments and any interest accrued
      thereon, under the Interest Rate Swap Agreement; provided, that "Net Swap
      Payment" does not include any Swap Termination Payments.

     

    "Net
      Swap Receipt" means, for the Interest Rate Swap Agreement, the net amount,
      if any, owed by the Swap Counterparty to the Issuing Entity on any Distribution
      Date (excluding any Swap Termination Payments) which shall be deposited into
      the
      Collection Account.

     

    "New
      York UCC" means the New York Uniform Commercial Code.

     

    "Note
      Register" and "Note Registrar" have the meanings specified in the
      Indenture.

     

    "Note
      Value" means, at any time, the present value of the unpaid Scheduled
      Payments on the Receivables (including all lease residual payments on the
      Leases), discounted on a monthly basis at the Discount Factor.  For
      purposes of calculating Note Value for any (i) delinquent Receivable that
      has not had the Financed Equipment by which it is secured repossessed and which
      is not a Liquidated Receivable or a 180-Day Receivable, the amount of any
      delinquent payments will be assumed to be received in the next Collection Period
      and all other payments which have not yet become due will be assumed to be
      received as originally scheduled, (ii) Receivable that has had the Financed
      Equipment by which it is secured repossessed but which has not yet become a
      Liquidated Receivable or a 180-Day Receivable, the outstanding Contract Balance
      of that Receivable will be assumed to be received in the next Collection Period
      and it will be assumed that no other payments will be received on that
      Receivable, (iii) Liquidated Receivable, it will be assumed that no
      payments will be received on that Receivable and (iv) 180-Day Receivable,
      the aggregate amount of unpaid Scheduled Payments of such 180-Day Receivable
      will be reduced by the Write Down Amount, if any, calculated during the
      preceding Collection Period and all remaining Scheduled Payments will be assumed
      to be received as originally scheduled.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    "Noteholders'
      Interest Distributable Amount" means, with respect to any Distribution Date,
      the sum of (i) the Class A Noteholders' Interest Distributable Amount and
      (ii) the Class B Noteholders' Interest Distributable Amount for such
      Distribution Date.

     

    "Notes"
      means the Class A Notes and the Class B Notes, collectively.

     

    "Obligor"
      on a Receivable means (i) the purchaser, co-purchasers or lessees of the
      Financed Equipment and (ii) any other Person, including the related Dealer,
      who
      owes payments under the Receivable.

     

    "Officers'
      Certificate" means a certificate signed by (i) the chairman of the board,
      the president, the vice chairman of the board, the executive vice president,
      any
      vice president, a treasurer or any assistant treasurer and (ii) the controller
      (or chief accounting officer) or a secretary or assistant secretary, in each
      case of the Depositor or the Servicer, as appropriate.

     

    "180-Day
      Receivable" means, as of the last day of any Collection Period, any
      Receivable as to which (i) a Scheduled Payment is more than 180 days past its
      due date, as specified in the related Contract, and (ii) the Servicer has
      determined its estimated value in accordance with its servicing
      standards.

     

    "Opinion
      of Counsel" means one or more written opinions of counsel who may be an
      employee of or counsel to the Depositor, CFSC or the Servicer, which counsel
      shall be acceptable to the Indenture Trustee, the Owner Trustee or the Rating
      Agencies, as applicable.

     

    "Original
      Contract" means with respect to each Receivable, a related Contract that
      satisfies the following conditions:

     

    (a)           (i)           Such
      Contract states as part of its terms:

     

    "Although
      multiple counterparts of this document may be signed, only the counterpart
      accepted, acknowledged and certified by CFSC on the signature page thereof
      as
      the original will constitute original chattel paper."; and

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              (ii)

            	
              CFSC
                has accepted, acknowledged and certified one originally executed
                copy or
                version of such Contract (and no other) by stamping on the signature
                page
                thereon the following legend and executing the same where indicated
                (which
                execution will be effected in red by use of a stamp containing a
                replica
                of an authorized signatory of
                CFSC):

            


    

     

    ACCEPTED,
      ACKNOWLEDGED AND CERTIFIED BY CATERPILLAR FINANCIAL SERVICES CORPORATION AS
      THE
      ORIGINAL.

    By:  _____________________________________                                                              

    Title: ____________________________________ ;
      or

     

    
      	
               

            	
              (b)

            	
              Such
                Contract is in "snap-set" or other form for which only one original
                may be
                produced.

            


    

     

    
      	
               

            	
              (c)

            	
              The
                Contract is a Dealer Receivable and the Dealer has represented and
                warranted to CFSC that such Contract is the original and only contract
                executed in connection with the related Financed
                Equipment.

            


    

     

    "Outstanding"
      has the meaning specified in the Indenture.

     

    "Outstanding
      Principal Amount" means the aggregate principal amount of all Notes, or a
      Class of Notes, as applicable, Outstanding at the date of
      determination.

     

    "Over
      60-day Delinquency Percentage" means, for any Distribution Date, the
      percentage equivalent of a fraction equal to the aggregate Contract Balance
      of
      all Receivables for which a Scheduled Payment was more than 60 days past its
      related due date (as specified in the related Contract) as of the end of the
      preceding Collection Period, divided by the Pool Balance on such Distribution
      Date.

     

    "Owner
      Trust Estate" has the meaning specified in the Trust Agreement.

     

    "Owner
      Trustee" means The Bank of New York (Delaware), a Delaware banking
      corporation, in its capacity as owner trustee under the Trust Agreement, its
      successors in interest and any successor Owner Trustee under the Trust
      Agreement.

     

    "Pool
      Balance" means, at any time, the aggregate of the Contract Balances of the
      Receivables at the end of the preceding Collection Period, after giving effect
      to (i) all payments received from Obligors and Purchase Amounts remitted by
      CFSC, the Depositor or the Servicer, as the case may be, for such Collection
      Period, (ii) Liquidation Proceeds received with respect to any Liquidated
      Receivables received during such Collection Period and (iii) all Realized Losses
      on Liquidated Receivables and 180 Day Receivables for that Collection
      Period.

     

    "Pool
      Factor" means 1.0000000 as of the Cut-off Date and, as of the close of
      business on the last day of a Collection Period thereafter means a seven digit
      decimal figure equal to the Pool Balance as of such date divided by the Initial
      Pool Balance.

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    "Principal
      Distribution Account" means the administrative subaccount within the
      Collection Account established by the Indenture Trustee pursuant to Section
      5.01(a)(i).

     

    "Principal
      Distribution Amount" means, with respect to any Distribution Date, the sum
      of the First Priority Principal Distribution Amount and the Regular Principal
      Distribution Amount for such Distribution Date.

     

    "Purchase
      Agreement" means the Purchase Agreement, dated as of September 1, 2007,
      between the Depositor and CFSC, as the same may be amended, modified or
      supplemented from time to time.

     

    "Purchase
      Amount" means, with respect to an Installment Sales Contract or a Lease, the
      Contract Balance calculated as of the close of business on the last day of
      a
      Collection Period, required to prepay in full the respective Receivable under
      the terms thereof, in each case plus interest at the related APR to the end
      of
      the month during which the Installment Sales Contract or Lease became a
      Purchased Receivable.

     

    "Purchased
      Receivable" means a Receivable (i) purchased as of the close of business on
      the last day of a Collection Period by the Servicer pursuant to Section
      4.07, (ii) repurchased as of the last day of a Collection Period by the
      Depositor or CSFC pursuant to Section 3.02, or (iii) purchased by
      the Servicer pursuant to Section 9.01.

     

    "Rating
      Agencies" means Moody's and Standard & Poor's.  If no such
      organization or successor is in existence, "Rating Agency" shall be a nationally
      recognized statistical rating organization or other comparable Person designated
      by the Depositor, notice of which designation shall be given to the Indenture
      Trustee, the Owner Trustee and the Servicer.

     

    "Rating
      Agency Condition" means, with respect to any action, that each Rating Agency
      shall have been given 10 days' (or such shorter period as is acceptable to
      each
      Rating Agency) prior notice thereof and that each Rating Agency shall have
      notified the Depositor, the Servicer, the Owner Trustee and the Indenture
      Trustee in writing that such action will not result in a reduction or withdrawal
      of the then current rating of any Class of Notes.

     

    "Realized
      Loss" means, for any Distribution Date, the sum of (i) with respect to any
      Receivable that became a Liquidated Receivable during the related Collection
      Period, the excess, if any, of (a) the Contract Balance of such Liquidated
      Receivable minus the Write Down Amount for such Receivable, if any, over (b)
      the
      Liquidation Proceeds for that Liquidated Receivable for that Collection Period
      to the extent allocable to principal and (ii) the Write Down Amount, if any,
      calculated during the related Collection Period, with respect to each 180-Day
      Receivable.

     

    "Receivable"
      means any Contract listed on the Schedule of Receivables.

     

    "Receivable
      File" means (a) with respect to each Receivable (other than a Dealer
      Receivable), the Original Contract related to such Receivable and (b) with
      respect to each Dealer Receivable, the Original Contract related to such
      Receivable and any documents used to assign such Dealer Receivable and the
      related Dealer's security interest in the related Transaction Equipment to
      CFSC.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    "Recoveries"
      means, with respect to any Liquidated Receivable, (a) monies collected in
      respect thereof, from whatever source, but after (i) such Receivable became
      a
      Liquidated Receivable and (ii) the proceeds from the sale or other disposition
      of the related Financed Equipment have been received by the Servicer for deposit
      in the Collection Account, net of (b) the sum of any amounts expended by the
      Servicer for the account of the Obligor and any amounts required by law or
      the
      applicable Contract to be remitted to the Obligor.

     

    "Regular
      Principal Distribution Amount" means, with respect to any Distribution Date,
      an amount, not less than zero, equal to (i) the excess of (A) the sum of the
      Outstanding Principal Amount of all Notes as of the preceding Distribution
      Date
      (after giving effect to any principal payments made on the Notes on such
      preceding Distribution Date) over (B) the Note Value at the end of the
      Collection Period preceding such Distribution Date, minus (ii) the First
      Priority Principal Distribution Amount for such Distribution Date;
provided, however, that on and after the Class B Note Final
      Scheduled Distribution Date, the Regular Principal Distribution Amount shall
      not
      be less than the amount that is necessary to reduce the Outstanding Principal
      Amount of the Class B Notes to zero.

     

    "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.

     

    "Replacement
      Swap Counterparty" means, any Swap Counterparty under a Replacement Interest
      Rate Swap Agreement that satisfies the conditions set forth in the Interest
      Rate
      Swap Agreement.

     

    "Replacement
      Interest Rate Swap Agreement" means any ISDA Master Agreement, dated after
      the Closing Date, between a Swap Counterparty that on the date of such
      Replacement Interest Rate Swap Agreement is an "Eligible Replacement" as defined
      in the Initial Interest Rate Swap Agreement and the Issuing Entity, the Schedule
      and Credit Support Annex thereto, each dated after the Closing Date, and the
      Confirmations thereto, each dated after the Closing Date, and entered into
      pursuant to such ISDA Master Agreement, and pursuant to the conditions set
      forth
      in the Initial Interest Rate Swap Agreement in connection with the termination
      of the Initial Interest Rate Swap Agreement or a Transaction (as defined
      therein) thereunder, as the same may be amended or supplemented from time to
      time in accordance with the terms thereof.

     

    "Reserve
      Account" means the account designated as such, established and maintained
      pursuant to Section 5.01(a)(ii).

     

    "Reserve
      Account Initial Deposit" means the initial deposit to the Reserve Account by
      the Issuing Entity on the Closing Date of $8,248,103.

     

    "Schedule
      of Receivables" means the schedule of Receivables (which schedule may be in
      the form of microfiche) attached as Schedule A.

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    "Scheduled
      Payment" on a Receivable means the scheduled periodic payment required to be
      made by the Obligor.

     

    "Securities"
      means, collectively, the Notes and the Certificate.

     

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

     

    "Securities
      Intermediary" has the meaning specified in Section 5.01(c)(ii)(B) and
      initially means U.S. Bank National Association.

     

    "Senior
      Swap Termination Payment" means any Swap Termination Payment payable by the
      Issuing Entity to the Swap Counterparty under the Interest Rate Swap Agreement
      on any Distribution Date relating to an early termination of a Transaction
      (as
      defined therein) under the Interest Rate Swap Agreement following (i) a Swap
      Event of Default or a Swap Termination Event arising under the Interest Rate
      Swap Agreement for which the Swap Counterparty is not the "Defaulting Party"
      or
      sole "Affected Party" or (ii) a Swap Termination Event (consisting of
      "Illegality" or "Tax Event") arising under the Interest Rate Swap Agreement.
      (The terms "Defaulting Party," "Affected Party," "Illegality" and "Tax Event"
      each has the meaning set forth in the Interest Rate Swap
      Agreement).

     

    "Servicer"
      means CFSC, as the servicer of the Receivables, and each successor to CFSC
      (in
      the same capacity) pursuant to Section 7.03 or 8.02.

     

    "Servicer
      Default" means an event specified in Section 8.01.

     

    "Servicer
      Report" means an Officers' Certificate of the Servicer delivered pursuant to
      Section 4.09, substantially in the form of Schedule C or in such
      other form that is acceptable to the Indenture Trustee, the Owner Trustee and
      the Servicer.

     

    "Servicing
      Fee" means the fee payable to the Servicer for services rendered during the
      respective Collection Period, determined pursuant to Section
      4.08.

     

    "Servicing
      Fee Rate" means 1.0% per annum.

     

    "Specified
      Reserve Account Balance" means, with respect to any Distribution Date, an
      amount equal to the lesser of (i) the Outstanding Principal Amount of the Notes
      and (ii) 1.80% of the Initial Note Value; provided, however,
      that the percentage specified in clause (ii) of this definition of Specified
      Reserve Account Balance may be reduced as follows:

     

    
      	
              ·  

            	
              if
                on the Distribution Date in March, 2009, (i) Cumulative Realized
                Losses for the related Collection Period are less than 0.65% and
                (ii) the Three Month Rolling Over 60-Day Delinquency Percentage
                for such Distribution Date is less than 5.00%, the percentage specified
                in
                clause (ii) of this definition of Specified Reserve Account Balance
                will
                be 1.40% for the March, 2009 Distribution Date and each subsequent
                Distribution Date, subject to any further reduction in accordance
                with the
                terms of this definition;

            


    

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      	
              ·  

            	
              if
                on the Distribution Date in September, 2009, (i) the percentage then
                specified in clause (ii) of this definition of Specified Reserve
                Account
                Balance is 1.80%, (ii) Cumulative Realized Losses for the related
                Collection Period are less than 1.00% and (iii) the Three Month Rolling
                Over 60-Day Delinquency Percentage for such Distribution Date is
                less than
                6.00%, the percentage then specified in clause (ii) of this definition
                of
                Specified Reserve Account Balance will be reduced by 0.80% for the
                September, 2009 Distribution Date and each subsequent Distribution
                Date;

            


    

     

    
      	
              ·  

            	
              if
                on the Distribution Date in September, 2009, (i) the percentage then
                specified in clause (ii) of this definition of Specified Reserve
                Account
                Balance is 1.40%, (ii) Cumulative Realized Losses for the related
                Collection Period are less than 1.00% and (iii) the Three Month Rolling
                Over 60-Day Delinquency Percentage for such Distribution Date is
                less than
                6.00%, the percentage then specified in clause (ii) of this definition
                of
                Specified Reserve Account Balance will be reduced by 0.40% for the
                September, 2009 Distribution Date and each subsequent Distribution
                Date;
                and

            


    

     

    
      	
              ·  

            	
              if
                on the Distribution Date in March, 2010, (i) the percentage then
                specified
                in clause (ii) of this definition of Specified Reserve Account Balance
                is
                1.40% or greater, (ii) Cumulative Realized Losses for the related
                Collection Period are less than 1.20% and (iii) the Three Month Rolling
                Over 60-Day Delinquency Percentage for such Distribution Date is
                less than
                7.00%, the percentage then specified in clause (ii) of this definition
                of
                Specified Reserve Account Balance will be reduced by 0.40% for the
                March,
                2010 Distribution Date and each subsequent Distribution
                Date.

            


    

     

    provided,
      further, that on and after the date on which the Depositor eliminates the
      Reserve Account in accordance with the provisions of Section 5.06(e), the
      Specified Reserve Account Balance shall be zero.

     

    "Standard
      & Poor's" means Standard & Poor's Ratings Services, a division of
      The McGraw-Hill Companies, Inc., or its successors.

     

    "Subordinated
      Swap Termination Payment" means any Swap Termination Payment owed by the
      Issuing Entity to the Swap Counterparty under the Interest Rate Swap Agreement
      other than a Senior Swap Termination Payment.

     

    "Swap
      Counterparty" means (i) the Initial Swap Counterparty and (ii) a Person that
      is not an Affiliate of the Issuing Entity, as swap counterparty under the
      Interest Rate Swap Agreement, or any successor or replacement swap counterparty
      thereunder from time to time.

     

    "Swap
      Termination Payment" means any payment due to the Swap Counterparty by the
      Issuing Entity or to the Issuing Entity by the Swap Counterparty, including
      interest that may accrue thereon, under the Interest Rate Swap Agreement due
      to
      a termination of a Transaction (as defined therein) under the Interest Rate
      Swap
      Agreement due to a Swap Event of Default or a Swap Termination
      Event.

     

    "Three
      Month Rolling Over 60-Day Delinquency Percentage" means, for any
      Distribution Date, the average of the Over 60-day Delinquency Percentages for
      that Distribution Date and the two immediately preceding Distribution
      Dates.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    "Total
      Available Amount" means, for each Distribution Date, the sum of the
      aggregate collections in respect of Receivables (including any Liquidation
      Proceeds, any Purchase Amounts paid by the Depositor, CFSC or the Servicer
      and
      any amounts received from Dealers with respect to Receivables) received during
      the related Collection Period, Investment Earnings on the Trust Accounts during
      such Collection Period and any Net Swap Receipt for such Distribution Date
      but
      shall not include any payments or proceeds (including any Liquidation Proceeds
      and any amounts received from Dealers with respect to Receivables) of (i) any
      Receivables the Purchase Amount of which has been included in the Total
      Available Amount in a prior Collection Period, (ii) any Liquidated Receivable
      after and to the extent of the reassignment of such Liquidated Receivable by
      the
      Trust to the Depositor in accordance with Section 4.02 and (iii) any Additional
      Servicing Compensation.

     

    "Total
      Distribution Amount" means, with respect to any Distribution Date, the sum
      of (i) the Total Available Amount for such Distribution Date and (ii) the
      amount, if any withdrawn from the Reserve Account and deposited into the
      Collection Account on such Distribution Date pursuant to Section 5.06(b) on
      such
      Distribution Date.

     

    "Total
      Required Payment" means, for each Distribution Date, the amounts payable
      pursuant to Section 5.05(b)(i) through 5.05(b)(vii).

     

    "Transaction
      Equipment" means, collectively, the Financed Equipment and, if applicable,
      the Cross-Collateralized Equipment.

     

    "Transfer
      Date" means, with respect to any Distribution Date, the Business Day
      preceding such Distribution Date.

     

    "Trust"
      means the Issuing Entity.

     

    "Trust
      Account Property" means the Trust Accounts, all investment property,
      instruments, money and other property credited to or on deposit in any Trust
      Account from time to time, including the Reserve Account Initial Deposit, and
      all proceeds of the foregoing.

     

    "Trust
      Accounts" has the meaning specified in Section 5.01(b).

     

    "Trust
      Agreement" means the Amended and Restated Trust Agreement, dated as of
      September 27, 2007, between the Depositor and the Owner Trustee, as the
      same may be amended, modified or supplemented from time to time.

     

    "Trust
      Officer" means, in the case of (a) the Indenture Trustee, any officer within
      the Corporate Trust Office of the Indenture Trustee, including any Vice
      President, Assistant Vice President, Trust Officer, Secretary, Assistant
      Secretary or any other officer of the Indenture Trustee customarily performing
      functions similar to those performed by any of the above designated officers
      and
      also, with respect to a particular matter, any other officer to whom such matter
      is referred because of such officer's knowledge of and familiarity with the
      particular subject, and (b) the Owner Trustee, any officer in the Corporate
      Trustee Administration Department of the Owner Trustee with direct
      responsibility for the administration of the Trust Agreement and the Basic
      Documents on behalf of the Owner Trustee.

     

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    "Write
      Down Amount" means, for any 180-Day Receivable, the excess of (i) the
      Contract Balance of such 180-Day Receivable as of the last day of the Collection
      Period during which a Scheduled Payment on such Receivable became more than
      180
      days past its due date, as specified in the related Contract, over (ii) the
      estimated value of the Receivable, as determined by the Servicer in accordance
      with its servicing standards, to the extent allocable to principal in the same
      manner as a payment in such amount would be.

     

               
      SECTION 1.02.    Other
      Definitional Provisions.  

     

                          
      (a)  Capitalized
      terms used herein and not otherwise defined herein have the meanings assigned
      to
      them in the Indenture.

     

                          
      (b)  All
      terms defined in this Agreement shall have the meanings contained herein 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 document made or delivered pursuant hereto,
      accounting terms not defined in this Agreement or in any such other document,
      and accounting terms partly defined in this Agreement or in any such 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 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 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, Schedule and Exhibit references
      contained in this Agreement are references to Sections, Schedules and Exhibits
      in or to this Agreement unless otherwise specified; the term "including" shall
      mean "including without limitation"; and the term "or" is not
      exclusive.  Terms used herein that are defined in the New York UCC and
      not otherwise defined herein shall have the meanings set forth in the New York
      UCC, unless the contract requires otherwise.

     

                          
      (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

     

    CONVEYANCE
      OF RECEIVABLES

     

               
      SECTION 2.01.  Conveyance
      of Receivables.  In consideration of the Issuing Entity's delivery
      to or upon the order of the Depositor of (i) Class A-1 Notes with an
      aggregate Outstanding Principal Amount of $150,000,000, (ii) Class A-2a
      Notes with an aggregate Outstanding Principal Amount of $75,000,000, (iii)
      Class A-2b Notes with an aggregate Outstanding Principal Amount of
      $126,000,000, (iv) Class A-3a Notes with an aggregate Outstanding Principal
      Amount of $134,050,000, (v) Class A-3b Notes with an aggregate Outstanding
      Principal Amount of $155,000,000, (vi) Class B Notes with an aggregate
      Outstanding Principal Amount of $19,798,000 and (vii) the Certificates
      representing an undivided beneficial interest in the Issuing Entity, the
      Depositor does hereby sell, transfer, assign, set over and otherwise convey
      to
      the Issuing Entity, without recourse (subject to the obligations herein), all
      right, title and interest, whether now owned or hereafter acquired, of the
      Depositor in and to the following:

     

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

                            


                             (a)  the
        Receivables, and all monies (including accrued interest) due thereunder on
        or
        after the Cut-off Date;

    

     

                          
      (b)  the
      Trust Account Property;

     

                          
      (c)  the
      security interests in the Transaction Equipment granted by Obligors pursuant
      to
      the Receivables, the Transaction Equipment, and all Liquidation
      Proceeds;

     

    (d)           all
      proceeds of repossessed or returned Transaction Equipment;

     

    (e)           all
      proceeds with respect to the Receivables from claims on any physical damage,
      credit life, liability or disability insurance policies covering Financed
      Equipment or Obligors, as the case may be;

     

    (f)           the
      Purchase Agreement, including the right of the Depositor to cause CFSC to
      repurchase Receivables from the Depositor as provided therein;

     

    (g)           all
      proceeds from recourse to, or other payments by, Dealers on
      Receivables;

     

    (h)           cash
      in the amount of the Reserve Account Initial Deposit; and

     

    (i)           the
      proceeds of any and all of the foregoing.

     

    It
      is the express intent of the parties hereto that the conveyance of the
      Receivables and the other property described above by the Depositor to the
      Issuing Entity as provided in this Agreement be, and be construed as, a sale
      of
      the Receivables and the other property described above by the Depositor to
      the
      Issuing Entity.  It is, further, not the intention of the parties that
      such conveyance be deemed the grant of a security interest in the Receivables
      or
      the other property described above by the Depositor to the Issuing Entity to
      secure a debt or other obligation of the Depositor.  However, in the
      event, notwithstanding the intent of the parties, the Receivables or the other
      property described above are held to be property of the Depositor, or if for
      any
      reason this Agreement is held or deemed to create a security interest in the
      Receivables or the other property described above then, (a) this Agreement
      shall be a security agreement within the meaning of Article 9 of the New York
      UCC and (b) the Depositor hereby grants to the Issuing Entity a security
      interest in all of the Depositor's right, title, and interest, whether now
      owned
      or hereafter acquired, in and to the property described in clauses (a) through
      (i) above, as security for the obligations of the Depositor
      hereunder.  In connection herewith, the Issuing Entity (or its
      assignee) shall have all of the rights and remedies of a secured party under
      the
      UCC.

     

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    Any
      assignment of the interest of the Issuing Entity pursuant to this Section
      2.01 shall also be an assignment of the security interest created
      hereby.  Each of the Depositor and the Issuing Entity shall, to the
      extent consistent with this Agreement, take such actions as may be necessary
      to
      ensure that, if this Agreement creates a security interest in the Receivables,
      such security interest would be a perfected security interest of first priority
      under applicable law and will be maintained as such throughout the term of
      the
      Agreement.

     

               
      SECTION 2.02.  Closing.

     

    The
      conveyance of the Receivables and the other property described in Section 2.01
      shall take place on the Closing Date, simultaneously with the closing of the
      transactions contemplated by the Purchase Agreement, the underwriting agreements
      relating to the Notes and the other Basic Documents.  Upon the
      delivery to or upon the order of the Depositor of the Notes and the Certificate,
      the ownership of each Receivable and the contents of the related Receivable
      File
      is vested in the Issuing Entity, subject only to the lien of the
      Indenture.

     

               
      SECTION 2.03.  Books
      and Records.

     

    The
      transfer of each Receivable shall be reflected on the Depositor's balance sheets
      and other financial statements prepared in accordance with generally accepted
      accounting principles as a transfer of assets by the Depositor to the Issuing
      Entity.  The Depositor shall be responsible for maintaining, and shall
      maintain, a complete and accurate set of books and records and computer files
      for each Receivable which shall be clearly marked to reflect the ownership
      of
      each Receivable by the Issuing Entity.

     

    ARTICLE
      III

     

    THE
      RECEIVABLES

     

                SECTION
      3.01.  Representations
      and Warranties of Depositor.  The Depositor hereby makes the
      following representations and warranties as to the Receivables on which the
      Issuing Entity is deemed to have relied in acquiring the
      Receivables.  Such representations and warranties speak as of the
      execution and delivery of this Agreement, but shall survive the sale, transfer
      and assignment of the Receivables to the Issuing Entity and the grant of a
      security interest therein  to the Indenture Trustee pursuant to the
      Indenture.

     

                           
      (a)  Title.  It
      is the intention of the Depositor that the transfer and assignment herein
      contemplated constitute a sale of the Receivables from the Depositor to the
      Issuing Entity and that the beneficial interest in and title to such Receivables
      not be part of the debtor's estate in the event of the filing of a bankruptcy
      petition by or against the Depositor under any bankruptcy law.  No
      Receivable has been sold, transferred, assigned or pledged by the Depositor
      to
      any Person other than the Issuing Entity.  Immediately prior to the
      transfer and assignment herein contemplated, the Depositor owns and has good
      and
      marketable title to the Receivables free and clear of any Lien, claim or
      encumbrance of any Person and, immediately upon the transfer thereof, the
      Issuing Entity shall have good and marketable title to each such Receivable,
      free and clear of all Liens and rights of others; and the transfer has been
      perfected under the UCC.

     

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

                          
      (b)  Priority.  Other
      than the security interest granted to the Issuing Entity pursuant to this
      Agreement, the Depositor has not pledged, assigned, sold, granted a security
      interest in, or otherwise conveyed any of the Receivables.  The
      Depositor has not authorized the filing of and is not aware of any financing
      statement against the Depositor that includes a description of collateral
      covering the Receivables other than any financing statement relating to the
      security interest granted to the Issuing Entity hereunder or that has been
      terminated.  The Depositor is not aware of any judgment or tax lien
      filings against the Depositor.  None of the Contracts that constitute
      or evidence the Receivables has any mark or notation indicating that it has
      been
      pledged, assigned or otherwise conveyed by the Depositor to any Person other
      than the Issuing Entity or the Indenture Trustee.

     

     

                           
      (c)  Security
      Interest.  This Agreement creates a valid and continuing security
      interest (as defined in the UCC) in the Receivables and the proceeds thereof
      in
      favor of the Issuing Entity, which security interest is prior to all other
      Liens, and is enforceable as such against creditors of and purchasers from
      the
      Depositor.

     

                           
      (d)     Characterization of
      Receivables.  The Receivables constitute "tangible chattel paper"
      within the meaning of the UCC.

     

                           
      (e)  All
      Actions Taken.  On the Closing Date all original executed copies
      of each Contract that constitute or evidence the Receivables shall be deemed
      to
      have been delivered to the Servicer, in its capacity as custodian, for all
      purposes hereunder.  The Depositor has caused or will have caused,
      within 10 days of the Closing Date, the filing of all appropriate financing
      statements in the proper filing office in the appropriate jurisdiction under
      applicable law in order to perfect the security interest in the Receivables
      granted to the Issuing Entity hereunder.  All actions necessary in any
      jurisdiction to be taken to give (i) the Issuing Entity a first priority
      perfected ownership or security interest in the Receivables (exclusive of
      Receivables for which a governmental entity is the Obligor) and (ii) the
      Indenture Trustee a first priority perfected security interest therein
(including UCC filings with the Nevada Secretary of
      State) have been taken or will be taken within 10 days of the
      Closing Date.

     

                           
      (f)  Possession
      of Receivable Files.  All of the Receivable Files have been or
      will be delivered to the Servicer as custodian on or prior to the Closing
      Date.

     

    (g)   
       Perfection
      of Security Interest in Financed Equipment.  The Depositor has
      taken all steps necessary to perfect its security interest against the Obligors
      in the property securing the Contracts.

     

                           
      (h)  No
      Consents Required.  All approvals, authorizations, consents,
      orders or other actions of any Person or of any Governmental Authority required
      in connection with the execution and delivery by the Depositor of this Agreement
      or any other Basic Document, the performance by the Depositor of the
      transactions contemplated by this Agreement or any other Basic Document and
      the
      fulfillment by the Depositor of the terms hereof or thereof, have been obtained
      or have been completed and are in full force and effect (other than approvals,
      authorizations, consents, orders or other actions which if not obtained or
      completed or in full force and effect would not have a material adverse effect
      on the Depositor or the Issuing Entity or upon the collectability of any
      Receivable or upon the ability of the Depositor to perform its obligations
      under
      this Agreement).

     

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

       

                  SECTION
        3.02.  Repurchase
        by Depositor or CFSC Upon Breach.  

    

     

                          
      (a)  The
      Depositor, the Servicer or the Owner Trustee, as the case may be, shall inform
      the other parties to this Agreement, CFSC and the Indenture Trustee promptly,
      in
      writing, upon the discovery of any breach of the Depositor's representations
      and
      warranties made pursuant to Section 3.01 or any breach of CFSC's
      representations and warranties made pursuant to Section 3.02(b) of the Purchase
      Agreement.  Unless any such breach shall have been cured by the last
      day of the second month following the month of the discovery thereof by the
      Depositor or receipt by the Depositor of written notice from the Owner Trustee
      or the Servicer of such breach, the Depositor shall be obligated, and, if
      necessary, the Depositor or the Owner Trustee shall enforce the obligation
      of
      CFSC, if any, under Section 6.02(a)(i) of the Purchase Agreement, to repurchase
      any Receivable materially and adversely affected by any such breach as of such
      last day (or, at the Depositor's option, as of the last day of the first month
      following the month of the discovery).

     

                          
      (b)  In
      consideration of the repurchase of the Receivable, the Depositor shall remit
      the
      Purchase Amount with respect to such Receivable in the manner specified in
      Section 5.04; provided, however, that the obligation of the
      Depositor to repurchase any Receivable arising solely as a result of a breach
      of
      CFSC's representations and warranties pursuant to Section 3.02(b) of the
      Purchase Agreement is subject to the receipt by the Depositor of the Purchase
      Amount from CFSC.  Subject to the provisions of Section 6.02,
      the sole remedy of the Issuing Entity, the Owner Trustee, the Indenture Trustee,
      the Noteholders or the Certificateholders with respect to a breach of
      representations and warranties pursuant to Section 3.01, Section 3.02(b)
      of the Purchase Agreement and the agreement contained in this Section shall
      be
      to require the Depositor to repurchase Receivables pursuant to this Section,
      subject to the conditions contained herein, or to enforce CFSC's obligation,
      if
      any, to the Depositor to repurchase such Receivables pursuant to the Purchase
      Agreement.  The Owner Trustee shall have no duty to conduct any
      affirmative investigation as to the occurrence of any condition requiring the
      repurchase of any Receivable pursuant to this Section.

     

              
      SECTION 3.03.   Custody
      of Receivable Files.  To assure uniform quality in servicing the
      Receivables and to reduce administrative costs, the Depositor and the Issuing
      Entity, as their interests may appear, hereby revocably appoint the Servicer,
      and the Servicer hereby accepts such appointment, to act for the benefit of
      the
      Issuing Entity and the Indenture Trustee as custodian of the documents described
      in the definition of Receivable File, which are hereby constructively delivered
      to the Indenture Trustee, as pledgee of the Issuing Entity.

     

                
      SECTION 3.04.  Duties
      of Servicer.

     

                         
      (a)  Receivable
      Files.  The Servicer, in its capacity as custodian, shall hold the
      Receivable Files for the benefit of the Issuing Entity and the Indenture Trustee
      and maintain such accurate and complete accounts, records and computer systems
      pertaining to each Receivable File as shall enable itself and the Issuing Entity
      to comply with this Agreement.  The Depositor will cause the Servicer,
      in its capacity as custodian, to deliver a written acknowledgment that the
      Servicer, in its capacity as custodian, is holding the Receivable Files solely
      on behalf and for the benefit of the Issuing Entity and the Indenture
      Trustee.  In performing its duties as custodian, the Servicer shall
      act with reasonable care, using that degree of skill and attention that the
      Servicer exercises with respect to the receivable files relating to all
      comparable receivables that the Servicer services for itself or others. The
      Servicer shall conduct, or cause to be conducted, periodic audits of the related
      accounts, records and computer systems, in such a manner as shall enable the
      Issuing Entity or the Indenture Trustee to verify the accuracy of the Servicer's
      record keeping.  The Servicer shall promptly report to the Issuing
      Entity and the Indenture Trustee any failure on its part to hold the Receivable
      Files or maintain its accounts, records and computer systems as herein provided
      and promptly take appropriate action to remedy any such failure. Nothing herein
      shall be deemed to require an initial review or any periodic review by the
      Issuing Entity, the Owner Trustee or the Indenture Trustee of the Receivable
      Files.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

                          
      (b)  Maintenance
      of and Access to Records.  The Servicer shall maintain each
      Receivable File at its office located at 2120 West End Avenue, Nashville,
      Tennessee 37203, or at such other offices in the State of Tennessee as the
      Servicer shall designate from time to time after giving the Issuing Entity,
      the
      Depositor, each Rating Agency and the Indenture Trustee prior written notice.
      The Servicer shall notify the Owner Trustee and the Indenture Trustee of any
      change in the location of its principal place of business in writing not later
      than 90 days after any such change.  The Servicer shall make available
      to the Owner Trustee and the Indenture Trustee, or their respective duly
      authorized representatives, attorneys or auditors, a list of locations of the
      Receivable Files and the related accounts, records and computer systems
      maintained by the Servicer at such times as the Owner Trustee or the Indenture
      Trustee shall instruct.  The Indenture Trustee shall have access to
      such accounts, records and computer systems.

     

                          
      (c)  Safekeeping.  The
      Servicer shall hold, or cause to be held, on behalf of the Issuing Entity (i)
      all file stamped copies of UCC financing statements evidencing the security
      interest of the Issuing Entity in Transaction Equipment and (ii) the Receivable
      Files and any other documents that CFSC or the Depositor shall keep on file,
      in
      accordance with its customary procedures, relating to a Receivable, an Obligor
      or Transaction Equipment, and shall maintain such accurate and complete records
      pertaining to each Receivable as shall enable the Issuing Entity to comply
      with
      this Agreement.  Upon instruction from the Indenture Trustee, the
      Servicer shall release any such UCC filing or other document to the Indenture
      Trustee, the Indenture Trustee's agent, or the Indenture Trustee's designee,
      as
      the case may be, at such place or places as the Indenture Trustee may designate,
      as soon as practicable.

     

                         
      (d)  Indemnification.  The
      Servicer, as custodian, shall indemnify the Issuing Entity, the Owner Trustee
      and the Indenture Trustee for any and all liabilities, obligations, losses,
      damages, payments, costs, or expenses of any kind whatsoever that may be imposed
      on, incurred or asserted against the Issuing Entity, the Owner Trustee or the
      Indenture Trustee as the result of any act or omission in any way relating
      to
      the maintenance and custody by the Servicer, as custodian, of the Receivable
      Files; provided, however, that the Servicer shall not be liable
      for any portion of any such amount resulting from the willful misfeasance,
      bad
      faith or negligence of the Issuing Entity, the Owner Trustee or the Indenture
      Trustee.

     

    
      
        
        

      

      
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                         (e)  Term
      of Appointment as Custodian.  The Servicer's appointment as
      custodian shall continue in full force and effect until terminated pursuant
      to
      this Section 3.04(e) or until this Agreement shall be
      terminated.  If the Servicer shall resign as Servicer under Section
      7.05 or if all of the rights and obligations of the Servicer shall have been
      terminated under Section 8.01, the appointment of the Servicer as custodian
      may
      be terminated by the Indenture Trustee or by the Holders of Class A Notes
      evidencing not less than 25% of the Outstanding Principal Amount of such Notes,
      or if no Class A Notes are Outstanding, the Holders of Class B Notes evidencing
      not less than 25% of the Outstanding Principal Amount of such Notes, or if
      no
      Notes are Outstanding, either the Owner Trustee or the Certificateholders,
      in
      the same manner as the Indenture Trustee or such Holders may terminate the
      rights and obligations of the Servicer under
Section 8.01.  As soon as practicable after any
      termination of such appointment, the Servicer shall, at its expense, deliver
      and/or electronically communicate the Receivable Files to the Issuing Entity
      or
      the Issuing Entity's agent at such place or places as the Issuing Entity may
      reasonably designate.  Notwithstanding the termination of the Servicer
      as custodian, the Issuing Entity agrees that upon any such termination, the
      Issuing Entity shall provide, or cause its agent to provide, access to the
      Receivable Files to the Servicer for the purpose of carrying out its duties
      and
      responsibilities with respect to the servicing of the Receivables
      hereunder.

     

    ARTICLE
      IV

     

    ADMINISTRATION
      AND SERVICING OF RECEIVABLES

     

               
      SECTION 4.01.  Duties
      of Servicer.  The Issuing Entity hereby engages the Servicer and
      the Servicer hereby agrees to manage, service, administer and make collections
      on the Receivables (other than Purchased Receivables) with reasonable care,
      using that degree of skill and attention that the Servicer exercises with
      respect to all comparable receivables that it services for itself or
      others.  The Servicer's duties shall include calculating, billing,
      collection and posting of all payments, responding to inquiries of Obligors
      on
      such Receivables, investigating delinquencies, reporting tax information to
      Obligors (to the extent required under the related Contracts), accounting for
      collections, and furnishing servicer reports to the Owner Trustee and the
      Indenture Trustee with respect to distributions.  Subject to the
      provisions of Section 4.02, the Servicer shall follow its customary
      standards, policies and procedures in performing its duties as
      Servicer.  Without limiting the generality of the foregoing, the
      Servicer is authorized and empowered to execute and deliver, on behalf of
      itself, the Issuing Entity, the Owner Trustee, the Indenture Trustee, the
      Certificateholders and the Noteholders or any of them, any and all instruments
      of satisfaction or cancellation, or partial or full release or discharge, and
      all other comparable instruments, with respect to such Receivables or to the
      Transaction Equipment securing such Receivables.  If the Servicer
      shall commence a legal proceeding to enforce a Receivable, the Issuing Entity
      (in the case of a Receivable other than a Purchased Receivable) shall thereupon
      be deemed to have automatically assigned, solely for the purpose of collection,
      such Receivable to the Servicer.  If in any enforcement suit or legal
      proceeding it shall be held that the Servicer may not enforce a Receivable
      on
      the ground that it shall not be a real party in interest or a holder entitled
      to
      enforce such Receivable, the Owner Trustee shall, at the Servicer's expense
      and
      direction, take steps to enforce such Receivable, including bringing suit in
      its
      name or the name of the Issuing Entity, the Indenture Trustee, the
      Certificateholders or the Noteholders.  The Owner Trustee shall, upon
      the written request of the Servicer, furnish the Servicer with any powers of
      attorney and other documents reasonably necessary or appropriate to enable
      the
      Servicer to carry out its servicing and administrative duties
      hereunder.  The Servicer shall prepare, execute or cause to be
      executed and deliver all certificates or other documents required to be
      delivered by the Issuing Entity pursuant to the Sarbanes-Oxley Act of 2002
      or
      the rules and regulations promulgated thereunder.  The Servicer shall
      determine the estimated value of any Receivable as to which a Scheduled Payment
      is more than 180 days past its due date as of the last day of a Collection
      Period during or prior to the immediately following Collection
      Period.

     

     

    
      
        
        

      

      
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SECTION 4.02  Collection
        of Receivable Payments.  

    

     

                          
      (a)  The
      Servicer shall make reasonable efforts to collect all payments called for under
      the terms and provisions of the Receivables as and when the same shall become
      due and shall follow such collection procedures as it follows with respect
      to
      all comparable machinery receivables that it services for itself or
      others.  The Servicer shall not reduce the principal balance of,
      reduce the APR of, reduce the aggregate amount of Scheduled Payments or the
      amount of any Scheduled Payment due under any Receivable, release or modify
      the
      security interest in the Financed Equipment securing such Receivable, or
      otherwise amend or modify a Receivable in a manner that would have a material
      adverse effect on the interests of the Noteholders.  Notwithstanding
      the foregoing, the Servicer may grant extensions on a Receivable;
provided, however, that if the Servicer extends the due date of
      any Scheduled Payment to a date beyond the Class B Note Final Scheduled
      Distribution Date, it shall promptly purchase the Receivable from the Issuing
      Entity in accordance with the terms of Section 4.07.  To the
      extent not otherwise required by applicable law or the applicable Contract,
      the
      Servicer shall allocate payments made by or on behalf of the Obligor with
      respect to the Receivables first to any overdue Scheduled Payment (including
      taxes and miscellaneous billables), second to the current Scheduled Payment
      (including taxes and miscellaneous billables) and third to late
      fees.  The Servicer may in its discretion waive any other amounts of
      Additional Servicing Compensation that may be collected in the ordinary course
      of servicing a Receivable.  Notwithstanding anything in this Agreement
      to the contrary, in the event that a Receivable becomes a Liquidated Receivable,
      any Recoveries relating thereto shall be paid to the Depositor and such
      Liquidated Receivable shall be assigned by the Issuing Entity to the
      Depositor.

     

                       
      (b)  Notwithstanding
      anything in this Agreement to the contrary (but subject to the immediately
      succeeding sentence), the Servicer may refinance any Receivable only if (i)
      the
      related Obligor executes a new installment sales contract or lease and (ii)
      the
      proceeds of such refinancing are used to pre-pay all obligations in full of
      such
      Obligor under such Receivable (which amount shall be applied in accordance
      with
Section 5.03).  The new receivable created by the refinancing
      shall not be property of the Issuing Entity.  The parties hereto
      intend that the Servicer will not refinance a Receivable pursuant to this
Section 4.02(b) in order to provide direct or indirect assurance to the
      Depositor, the Indenture Trustee, the Owner Trustee, the Noteholders or the
      Certificateholders, as applicable, against loss by reason of the bankruptcy
      or
      insolvency (or other credit condition) of, or default by, the Obligor on, or
      the
      uncollectability of, any Receivable.

     

                
      SECTION 4.03.  Realization
      upon Receivables.  On behalf of the Issuing Entity, the Servicer
      shall use its best efforts, consistent with its customary servicing procedures,
      to repossess or otherwise realize upon the Transaction Equipment securing any
      Receivable as to which the Servicer shall have determined eventual payment
      in
      full is unlikely or, with respect to Financed Equipment relating to any Lease,
      as to which the related Obligor has returned the Financed
      Equipment.  The Servicer shall follow such customary and usual
      practices and procedures as it shall deem necessary or advisable in its
      servicing of comparable receivables, which may include selling the Transaction
      Equipment at public or private sale.  The foregoing shall be subject
      to the provision that, in any case in which any item of Transaction Equipment
      shall have suffered damage, the Servicer shall not expend funds in connection
      with the repair or the repossession of such Transaction Equipment unless it
      shall determine in its discretion that such repair or repossession will increase
      the Liquidation Proceeds by an amount greater than the amount of such
      expenses.

     

     

    
      
        
        

      

      
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      SECTION 4.04.  Physical
      Damage Insurance.  The Servicer shall, in accordance with its
      customary servicing procedures, require that each Obligor shall have obtained
      physical damage insurance covering the Transaction Equipment as of the execution
      of the Receivable.

     

              
      SECTION 4.05.  Maintenance
      of Security Interests in Financed Equipment.  The Servicer shall,
      in accordance with its customary servicing procedures, take such steps as are
      necessary to maintain perfection of the security interest created by each
      Receivable (including each Receivable on which a governmental entity is the
      Obligor) in the related Financed Equipment.  The Servicer is hereby
      authorized to take such steps as are necessary to re-perfect such security
      interest or to maintain such perfected security interest on behalf of the
      Issuing Entity and the Indenture Trustee in the event of the relocation of
      the
      Obligor, or for any other reason.

     

               
      SECTION 4.06.  Covenants
      of Servicer.  The Servicer shall not:  (i) release the
      Transaction Equipment securing any Receivable from the security interest granted
      by such Receivable in whole or in part or modify such security interest except
      (A) in accordance with Section 4.03 or (B) in the event of payment in
      full by the Obligor thereunder;  (ii) impair the rights of the Issuing
      Entity, the Indenture Trustee, the Certificateholders or the Noteholders in
      any
      Receivable; or (iii) modify or refinance a Receivable except in accordance
      with
      the terms of Section 4.02.

     

                SECTION
      4.07.  Purchase
      by Servicer of Receivables upon Breach.  The Servicer or the Owner
      Trustee shall inform the other party and the Indenture Trustee, the Depositor
      and CFSC promptly, in writing, upon the discovery of any breach pursuant to
      Section 4.02, 4.05 or 4.06.  Unless the breach
      shall have been cured by the last day of the second month following such
      discovery (or, at the Servicer's election, the last day of the first following
      month), the Servicer shall purchase any Receivable materially and adversely
      affected by such breach.  If the Servicer takes any action pursuant to
Section 4.02 that impairs the rights of the Issuing Entity, the Indenture
      Trustee, the Certificateholders or the Noteholders in any Receivable or as
      otherwise provided in Section 4.02, the Servicer shall purchase such
      Receivable.  In consideration of the purchase of any such Receivable
      pursuant to either of the two preceding sentences, the Servicer shall remit
      the
      Purchase Amount in the manner specified in Section
      5.04.  Subject to Section 7.02, the sole remedy of the
      Issuing Entity, the Owner Trustee, the Indenture Trustee, the Certificateholders
      or the Noteholders with respect to a breach pursuant to Section 4.02,
4.05 or 4.06 shall be to require the Servicer to purchase
      Receivables pursuant to this Section.  The Owner Trustee shall have no
      duty to conduct any affirmative investigation as to the occurrence of any
      condition requiring the purchase of any Receivable pursuant to this
      Section.  The parties hereto intend that the Servicer will not
      intentionally breach or cause a breach pursuant to Section 4.02,
4.05 or 4.06 in order to provide direct or indirect assurance to
      the Depositor, the Indenture Trustee, the Owner Trustee, the Noteholders or
      the
      Certificateholders, as applicable, against loss by reason of the bankruptcy
      or
      insolvency (or other credit condition) of, or default by, the Obligor on, or
      the
      uncollectability of, any Receivable.

     

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

       

                  SECTION
        4.08.  Servicing
        Fee.  On each Distribution Date, the Servicer shall be entitled to
        receive the Servicing Fee in respect of the immediately preceding Collection
        Period equal to the product of (a) one-twelfth of the Servicing Fee Rate
        and (b)
        the Note Value as of the first day of such preceding Collection
        Period.  The Servicer shall also be entitled to any Additional
        Servicing Compensation with respect to Receivables, collected (from whatever
        source) on the Receivables, which Additional Servicing Compensation shall
        be
        paid to the Servicer pursuant to Section
        5.08.  

    

     

              
      SECTION 4.09.  Servicer
      Report.  On each Determination Date, the Servicer shall deliver to
      the Administrator, the Owner Trustee, the Paying Agent as defined in the Trust
      Agreement, the Indenture Trustee and the Depositor, with a copy to the Rating
      Agencies, a Servicer Report containing all information necessary to make the
      distributions pursuant to Sections 5.05, 5.06 and 5.07 for
      the Collection Period preceding the date of such Servicer Report.  The
      Servicer Report shall be substantially in the form of Schedule C (or such
      other form as is acceptable to the Indenture Trustee, the Owner Trustee and
      the
      Servicer).  Neither the Owner Trustee nor the Indenture Trustee shall
      be required to determine, confirm or recalculate the information contained
      in
      the Servicer Report.  Receivables to be purchased by the Servicer or
      to be repurchased by the Depositor or CSFC shall be identified by the Servicer
      by account number with respect to such Receivable as specified in Schedule
      A.

     

               
      SECTION 4.10.  Annual
      Statement as to Compliance; Notice of Default.  

     

                         
      (a)  The
      Servicer shall deliver to each of the Owner Trustee, the Indenture Trustee
      and
      the Rating Agencies, on or before the earlier of (1) April 30 of each year
      or
      (2) with respect to any calendar year during which the Issuing Entity's Annual
      Report on Form 10-K is required to be filed in accordance with the Exchange
      Act
      and the rules and regulations of the Commission, the date on which the Annual
      Report on Form 10-K is required to be filed in accordance with the Exchange
      Act
      and the rules and regulations of the Commission, a servicer compliance
      statement, signed by an authorized officer of the Servicer, as described in
      Item
      1123 of Regulation AB, to the effect that:

     

                                                              
      (i)  A
      review of the Servicer's activities during the preceding 12-month period ended
      December 31 (or in the case of the initial statement, the period from the
      Closing Date to December 31) and of its performance under this Agreement has
      been made under such officer's supervision; and

     

                                                              
      (ii)  To
      the best of such officer's knowledge, based on such review, the Servicer has
      fulfilled all of its obligations under this Agreement in all material respects
      throughout the reporting period or, if there has been a failure to fulfill
      any
      such obligation in any material respect, specifying each such failure known
      to
      such officer and the nature and status thereof.

     

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

       

                            
(b)  The
        Servicer shall use commercially reasonable efforts to obtain from all other
        parties participating in the servicing function any additional certifications
        required under Item 1123 of Regulation AB to the extent required to be included
        in the Issuing Entity's Annual Report on Form 10-K; provided,
however, that a failure to obtain such certifications shall not
        be a
        breach of the Servicer's duties hereunder if any such party fails to deliver
        such a certification.

    

     

                         
      (c)  The
      Indenture Trustee shall send a copy of such certificate and the accountants'
      attestation referred to in Section 4.11 to the Rating
      Agencies.  A copy of such certificate and the accountants' attestation
      referred to in Section 4.11 may be obtained by any Certificateholder by a
      request in writing to the Owner Trustee at its address in Section
      10.03.

     

                         
      (d)  The
      Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the
      Rating Agencies, promptly after having obtained knowledge thereof, but in no
      event later than five Business Days thereafter, written notice in an Officers'
      Certificate of any event which with the giving of notice or lapse of time,
      or
      both, would become a Servicer Default under Section 8.01(a) or
(b).

     

               
      SECTION 4.11.  Annual
      Independent Certified Public Accountants' Attestation.  In order
      to confirm that the servicing of the Receivables has been conducted in
      compliance with the terms of this Agreement and to comply with the applicable
      provisions of Regulation AB, the Servicer shall deliver or shall cause a firm
      of
      independent certified public accountants, which may also render other services
      to the Servicer, the Depositor or CFSC, to deliver to the Owner Trustee and
      the
      Indenture Trustee on or before the earlier of (a) April 30 of each year or
      (b)
      with respect to any calendar year during which the Issuing Entity's Annual
      Report on Form 10-K is required to be filed in accordance with the Exchange
      Act
      and the rules and regulations of the Commission, the date on which the Annual
      Report on Form 10-K is required to be filed in accordance with the Exchange
      Act
      and the rules and regulations of the Commission, the attestation required under
      Item 1122(b) of Regulation AB.  

     

             
SECTION
      4.12.  Servicer
      Expenses.  The Servicer shall be required to pay all expenses
      incurred by it in connection with its activities hereunder, including fees
      and
      disbursements of independent accountants, taxes imposed on the Servicer and
      expenses incurred in connection with distributions and reports to the Owner
      Trustee, the Indenture Trustee, the Certificateholders and the
      Noteholders.

     

              
      SECTION 4.13.  Reports
      to the Commission.

     

                         
      (a)  The
      Servicer shall cause to be filed with the Commission any periodic reports
      required to be filed by the Issuing Entity under the provisions of the Exchange
      Act, and the rules and regulations of the Commission thereunder including,
      without limitation, reports on Form 10-K, Form 10-D and Form 8-K.  The
      Depositor shall, at its expense, cooperate in any reasonable request made by
      the
      Servicer in connection with such filings.

     

                          
      (b)  Any
      Form 10-K filed with the Commission in connection with this Section 4.13
      shall include, with respect to the Notes:

     

     

    
      
        
        

      

      
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 (i)  A
        certification, signed by the senior officer in charge of the servicing functions
        of the Servicer, in the form required or permitted by the Commission (the
        "Form
        10-K Certification"), in compliance with Rules 13a-14 and 15d-14 under the
        Exchange Act and any additional directives of the Commission.

       

                                                      
(ii)  A
        report regarding its assessment of compliance during the preceding calendar
        year
        with all applicable servicing criteria set forth in Item 1122(d) of
        Regulation AB with respect to transactions involving the Servicer that are
        backed by the same types of assets as those backing the Notes, as well as
        similar reports on assessment of compliance received from other parties
        participating in the servicing function as required by Item 1122(a) of
        Regulation AB.

    

     

    
                                                     
 (iii)  With
        respect to each assessment report described immediately above, a report by
        a
        registered public accounting firm that attests to, and reports on, the
        assessment made by the asserting party, as set forth in relevant Commission
        regulations, as described in Regulation 1122(b) of Regulation AB and Section
        4.11.

    

     

                                                 
         (iv)  The
      servicer compliance statement required to be delivered pursuant Section
      4.10.

     

                          
      (c)   The
      Servicer shall use commercially reasonable efforts to obtain from all other
      parties participating in the servicing function any required assessment report
      and related accountants' attestation to the extent required to be included
      in
      the Issuing Entity's Annual Report on Form 10-K; provided,
however, that a failure to obtain such certifications shall not be
      a
      breach of the Servicer's duties hereunder if any such party fails to deliver
      such a report or attestation.

     

    ARTICLE
      V

     

    DISTRIBUTIONS;
      RESERVE ACCOUNT;

    CERTIFICATEHOLDER
      AND NOTEHOLDER INFORMATION

     

                
      SECTION 5.01.  Establishment
      of Trust Accounts.

     

                      (a)
      (i)  The
      Servicer, for the benefit of the Noteholders, each Swap Counterparty and the
      Certificateholders, shall establish and maintain in the name of the Indenture
      Trustee an Eligible Securities Account (the "Collection Account"), which is
      U.S.
      Bank National Association Account #118220001 as of the Closing Date. The
      Indenture Trustee shall establish and maintain an administrative subaccount
      within the Collection Account for the benefit of the Noteholders, each Swap
      Counterparty and the Certificateholders (the "Principal Distribution Account"),
      which is U.S. Bank National Association Account #118220002 as of the Closing
      Date.

     

    
                 
         (ii)  The Servicer, for the benefit of the Noteholders, each
        Swap Counterparty and the Certificateholders, shall establish and maintain
        in
        the name of the Indenture Trustee an Eligible Securities Account (the "Reserve
        Account"), which is U.S. Bank National Association Account #118220003 as
        of the
        Closing Date.

    

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

       

                                 
(b)  Funds
        on deposit in the Collection Account (including the Principal Distribution
        Account) and the Reserve Account (collectively, the "Trust Accounts") shall
        be
        invested by the Indenture Trustee in Eligible Investments selected by the
        Servicer; provided, however, it is understood and agreed that the
        Indenture Trustee shall not be liable for any loss arising from such investment
        in Eligible Investments (other than losses from nonpayment of investments
        in
        obligations of the institution acting as Indenture Trustee).  All such
        Eligible Investments shall be held by the Indenture Trustee for the benefit
        of
        the applicable Noteholders, each Swap Counterparty and, if applicable, the
        Certificateholders. Other than as permitted by the Rating Agencies, funds
        credited to or on deposit in the Trust Accounts shall be invested in Eligible
        Investments that will mature so that such funds will be available at the
        close
        of business on the Transfer Date preceding the immediately following
        Distribution Date; provided, however, that funds credited to or on
        deposit in Trust Accounts may be invested in Eligible Investments of the
        Indenture Trustee which may mature so that such funds will be available on
        the
        Distribution Date.  Funds credited to or deposited in a Trust Account
        on a Transfer Date which immediately precedes a Distribution Date upon the
        maturity of any Eligible Investments are not required to be invested overnight,
        but if so invested, such investments must meet the conditions of the immediately
        preceding sentence.

    

     

                                 
      (c) (i)           The
      Trust Accounts shall be under the control of the Indenture
      Trustee.  If, at any time, any of the Trust Accounts ceases to be an
      Eligible Securities Account, the Indenture Trustee (or the Servicer on its
      behalf) shall within 10 Business Days (or such longer period, not to exceed
      30
      calendar days, as to which each Rating Agency may consent) establish a new
      Trust
      Account as an Eligible Securities Account and shall transfer any cash or any
      investments to such new Trust Account.  So long as U.S. Bank National
      Association is an Eligible Institution, any Trust Account may be maintained
      with
      it as an Eligible Securities Account.

     

    (ii)           With
      respect to the Trust Account Property, the Indenture Trustee and U.S. Bank
      National Association, as Securities Intermediary, agree, and each subsequent
      Securities Intermediary shall agree, by its acceptance hereof,
      that:

     

    (A)  any
      Trust Account Property held in securities accounts shall be held solely in
      the
      Eligible Securities Accounts; and each such Eligible Securities Account shall
      be
      subject to the control of the Indenture Trustee, and the Indenture Trustee
      shall
      have sole signature authority with respect thereto;

     

    (B)  all
      Trust Account Property shall be delivered to the Indenture Trustee by causing
      the financial institution then maintaining the related Trust Account (each
      such
      institution being referred to herein as a "Securities Intermediary") to indicate
      by book-entry that the financial asset related to such Trust Account Property
      has been credited to such Trust Account.  Each Trust Account shall
      only be established at a financial institution which agrees (i) to comply with
      entitlement orders with respect to such Trust Account issued by the Indenture
      Trustee without further consent of the Depositor, the Servicer or the Issuing
      Entity and (ii) that each item of property credited to such Trust Account shall
      be treated as a financial asset, and the Securities Intermediary does hereby
      agree to the foregoing; and

     

    
      
        
        

      

      
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    (C)  Upon
      release of the lien of the Indenture Trustee under the Indenture in accordance
      with the terms thereof, each of the Trust Accounts shall be put in the name
      of
      the Issuing Entity and the Issuing Entity shall have all rights granted to
      the
      Indenture Trustee pursuant to this Agreement.

     

    (iii)           The
      Servicer shall have the power, revocable by the Indenture Trustee or by the
      Owner Trustee with the consent of the Indenture Trustee, to instruct the
      Indenture Trustee to make withdrawals and payments from the Trust Accounts
      for
      the purpose of permitting the Servicer or the Owner Trustee to carry out its
      respective duties hereunder or permitting the Indenture Trustee to carry out
      its
      duties under the Indenture.

     

    (iv)           The
      Indenture Trustee is hereby authorized to execute purchase and sales directed
      by
      the Servicer through the facilities of its own trading or capital markets
      operations.  The Indenture Trustee shall send statements to the
      Servicer and the Issuing Entity monthly reflecting activity for each account
      created hereunder for the preceding month.  Although the Issuing
      Entity recognizes that it may obtain a broker confirmation at no additional
      cost, the Issuing Entity hereby agrees that confirmations of investments are
      not
      required to be issued by the Indenture Trustee for each month in which a monthly
      statement is rendered.  No statement need be rendered pursuant to the
      provision hereof if no activity occurred in the account for such
      month.

     

               
      SECTION 5.02.  Interest
      Rate Swap Agreement.  On the Closing Date, the Issuing Entity
      shall enter into the Initial Interest Rate Swap Agreement with the Initial
      Swap
      Counterparty. The Servicer shall cause the Issuing Entity to enter into a
      Replacement Interest Rate Swap Agreement if required pursuant to Section 6.14(c)
      of the Indenture.

     

               
      SECTION 5.03.  Collections.  Subject
      to Section 5.04, the Servicer shall remit to the Collection Account (i)
      all payments by or on behalf of the Obligors with respect to the Receivables
      (other than Purchased Receivables) and (ii) all Liquidation Proceeds, in each
      case as collected during each Collection Period within two Business Days of
      receipt and identification thereof. Notwithstanding the foregoing, if (i) CFSC
      is the Servicer, (ii) a Servicer Default shall not have occurred and be
      continuing and (iii) CFSC maintains a short-term rating of at least "A-1" by
      Standard & Poor's and "Prime-1" by Moody's, the Servicer may remit such
      collections with respect to each Collection Period to the Collection Account
      on
      or before the second Business Day prior to the following Distribution Date.
      For
      purposes of this Article V, the phrase "payments by or on behalf of Obligors"
      shall mean payments made with respect to the Receivables by Persons other than
      the Servicer or CFSC.

     

                
      SECTION 5.04.  Additional
      Deposits.  

     

     

    
      
        
        

      

      
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(a)  The
        Servicer and the Depositor shall deposit or cause to be deposited in the
        Collection Account the Purchase Amounts with respect to Purchased Receivables
        as
        set forth in the immediately following sentence, and the Servicer shall deposit
        in the Collection Account all amounts to be paid under Section 9.01 as
        set forth therein.  The Servicer and the Depositor will deposit the
        Purchase Amount with respect to each Purchased Receivable when such obligations
        are due, unless, with respect to Purchase Amounts to be remitted by the
        Servicer, the Servicer shall be permitted to make deposits monthly prior
        to each
        Distribution Date pursuant to Section 5.03, in which case such deposits
        shall be made in accordance with such Section.  The Servicer shall
        account for Purchase Amounts paid by itself, CFSC, or the Depositor
        separately.

    

     

                        
      (b)  By
      its acknowledgement of this Agreement, the Indenture Trustee agrees that on
      each
      Distribution Date it will withdraw all Investment Earnings credited to the
      Reserve Account since the preceding Distribution Date (or in the case of the
      initial Distribution Date, the Indenture Trustee will withdraw all Investment
      Earnings credited to Reserve Account since the Closing Date) and deposit such
      Investment Earnings in the Collection Account in accordance with Section
      8.03(a) of the Indenture.

     

                 
      SECTION 5.05.  Distributions.  

     

                         
      (a)  On
      each Determination Date, the Servicer shall calculate all amounts required
      to
      determine the amounts, if any, to be remitted to the Class A Noteholders,
      the Class B Noteholders, the Swap Counterparty and the
      Certificateholders.

     

                         
      (b)  On
      the second Business Day prior to each Distribution Date, the Servicer shall
      instruct the Indenture Trustee, which instruction shall be in the form of
Schedule D (or such other form that is acceptable to the Indenture
      Trustee and the Servicer), to make the following deposits and distributions
      for
      receipt by the Servicer, the Noteholders, or for deposit in the applicable
      Trust
      Account or Certificate Distribution Account by 11:00 A.M. (New York time) on
      such following Distribution Date to the extent of the Total Distribution Amount
      on deposit in the Collection Account (and any funds are to be distributed
      pursuant to Section 6.14(d) of the Indenture), in the following order of
      priority:

     

                                                   
      (i)  to
      the Servicer, the Servicing Fee and all unpaid Servicing Fees from prior
      Collection Periods;

     

                                                   
      (ii)  to
      the Administrator under the Administration Agreement, the Administration Fee
      and
      all unpaid Administration Fees

               
      from prior Collection Periods;

     

                                                   
      (iii)  to
      the Swap Counterparty, any Net Swap Payment owed on such Distribution
      Date;

     

                                                   (iv)  to
      the Class A Noteholders and the Swap Counterparty, pro rata the
      Class A Noteholders' Interest Distributable

              
       Amount and any Senior Swap Termination Payment owed on such Distribution
      Date, respectively;

     

                                                   (v)  to
      the Principal Distribution Account, the First Priority Principal Distribution
      Amount, if any;

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

                                              

                                             
           (vi)  to
      the Class B Noteholders, the Class B Noteholders' Interest Distributable
      Amount;

     

                                                  
      (vii)  to
      the Principal Distribution Account, the Regular Principal Distribution
      Amount;

     

                                                  
      (viii)  to
      the Reserve Account, an amount equal to the excess of the Specified Reserve
      Account Balance over the amount on deposit in the Reserve Account on such
      Distribution Date; provided, that, on or prior to the Distribution
      Date on which the amount on deposit in the Reserve Account equals the Specified
      Reserve Account Balance, the amount deposited in the Reserve Account pursuant
      to
      this clause (viii) shall not exceed the Net Excess Spread for the applicable
      Distribution Date;

     

                                                  
       (ix)  pro
      rata, to the Indenture Trustee under the Indenture, all unpaid Indenture
      Trustee's fees and expenses, and to the

             
       Issuing Entity, the amount of any state taxes payable by the Issuing
      Entity;

     

                                                    
      (x)  to
      the Swap Counterparty, any Subordinated Swap Termination Payments owed on such
      Distribution Date; and

     

                                                    (xi)  to
      the Certificate Distribution Account, the remaining Total Distribution
      Amount.

     

                       
      (c)  On
      the second Business Day prior to each Distribution Date, the Servicer shall
      instruct the Indenture Trustee, which instruction shall be in the form of
Schedule D (or such other form that is acceptable to the Indenture
      Trustee and the Servicer), to make the following distributions from the
      Principal Distribution Account by 11:00 A.M. (New York time) on such following
      Distribution Date in the following order of priority:

     

                                                  (i)  to
      the Class A-1 Noteholders in reduction of the Outstanding Principal Amount
      of the Class A-1 Notes until the Outstanding Principal Amount thereof has
      been reduced to zero;

     

                                                
      (ii)  to
      the Class A-2 Noteholders in reduction of the Outstanding Principal Amount
      of the Class A-2 Notes until the Outstanding Principal Amount thereof has
      been reduced to zero;

     

                                                
      (iii)  to
      the Class A-3 Noteholders in reduction of the Outstanding Principal Amount
      of the Class A-3 Notes until the Outstanding Principal Amount thereof has
      been reduced to zero;

     

                                                
      (iv)  to
      the Class B Noteholders in reduction of the Outstanding Principal Amount of
      the
      Class B Notes until the Outstanding Principal Amount thereof has been reduced
      to
      zero; and

     

                                                 
      (v)  to
      the Certificate Distribution Account, any funds remaining on deposit in the
      Principal Distribution Account.

     

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

       

                            
(d)  Notwithstanding
        anything in this Section 5.05 to the contrary, if an Event of Default
        under the Indenture occurs and the maturities of the Notes are accelerated
        pursuant to Section 5.02 of the Indenture, all amounts on deposit in the
        Collection Account shall be applied in accordance with Section 5.04(b) or
5.04(c) of the Indenture.

    

     

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

     

               
      SECTION 5.06  Reserve
      Account.  

     

                          (a)  On
      the Closing Date, the Issuing Entity shall deposit the Reserve Account Initial
      Deposit into the Reserve Account using the cash supplied to it pursuant to
      Section 2.01(h).  The Servicer shall determine the Specified
      Reserve Account Balance for each Distribution Date.

     

                        
      (b)  On
      each Determination Date, the Servicer shall determine if the Total Required
      Payment exceeds the Total Available Amount for the related Distribution Date,
      and if such an excess exists the Servicer shall instruct the Indenture Trustee
      to withdraw from the Reserve Account on the related Distribution Date, to the
      extent of funds available therein after any withdrawal from the Reserve Account
      pursuant to Section 5.04(b), an amount equal to such excess and deposit
      such funds into the Collection Account for inclusion as part of the Total
      Distribution Amount for distribution on such Distribution Date in accordance
      with the priorities set forth in Section 5.05(b).

     

                        
      (c)  On
      each Determination Date, the Servicer shall determine if the amount on deposit
      in the Reserve Account (after taking into account any deposits thereto pursuant
      to Sections 5.05(b) and any withdrawals therefrom pursuant to Sections
      5.04(b) or 5.06(b)) is greater than the Specified Reserve Account
      Balance for such Distribution Date (which shall be calculated to give effect
      to
      the reduction in the Outstanding Principal Amount of the Notes to result from
      payments to Noteholders pursuant to Section 5.05(c) on such Distribution
      Date) and the Servicer shall instruct the Indenture Trustee to deposit such
      amounts in the Certificate Distribution Account.

     

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

                      
      

                         
      (d)  Notwithstanding
      anything in this Section 5.06 to the contrary, if an Event of Default
      under the Indenture occurs and the maturities of the Notes are accelerated
      pursuant to Section 5.02 of the Indenture, amounts on deposit in the
      Reserve Account shall be applied by the Indenture Trustee in accordance with
      Section 5.04(b) or 5.04(c) of the Indenture.

     

                         
      (e)  Upon
      satisfaction of the Rating Agency Condition, the Depositor may eliminate the
      Reserve Account and replace it with an alternative arrangement.

     

               
         SECTION 5.07.  Certificateholder
      and Noteholder Information. On each Distribution Date, the Indenture Trustee
      shall forward or make available to each Noteholder of record and the
      Administrator shall forward to each Certificateholder of record pursuant to
      the
      Trust Agreement the Servicer Report delivered by the Servicer pursuant to
      Section 4.09.  Such Servicer Report shall set forth at least the
      following information as to the Notes (separately stating such information
      as to
      the Class A-1 Notes, the Class A-2a Notes, , the Class A-2b Notes
      the Class A-3a Notes, the Class A-3b Notes and the Class B Notes) and
      the Certificate, to the extent applicable:

     

                                                  
      (i)  the
      amount to be deposited to the Principal Distribution Account and the amounts
      to
      be paid to the Noteholders and the

              
       Certificateholders therefrom;

     

                                                 
      (ii)  the
      Class A Noteholders' Interest Distributable Amount, the Class B
      Noteholders' Interest Distributable Amount and the

              
       amounts paid to such Noteholders in respect thereof;

     

                                                
      (iii)  the
      Pool Balance as of the close of business on the last day of the preceding
      Collection Period;

     

                                                
      (iv)  the
      Note Value as of the close of business on the last day of the preceding
      Collection Period;

     

                                                
      (v)  the
      Outstanding Principal Amount of each class of the Notes, the Class A-1 Note
      Pool Factor, the Class A-2a Note Pool

              
       Factor, the Class A-2b Note Pool Factor, the Class A-3a Note
      Pool Factor, the Class A-3b Note Pool Factor and the Class B Note Pool
      Factor, in

              
       each case as of the close of business on the last day of the preceding
      Collection Period, after giving effect to payments allocated to principal
      reported 

               
      under (i) above;

     

                                                 (vi)  the
      amount of the Servicing Fee paid to the Servicer with respect to the related
      Collection Period;

     

                                                
      (vii)  the
      amount of the Administration Fee paid to the Administrator with respect to
      the
      preceding Collection Period;

     

                                                (viii)  the
      aggregate amount of the Purchase Amounts for Purchased Receivables with respect
      to the related Collection Period

               
       paid by each of CFSC, the Depositor, and the Servicer (accounted for
      separately);

     

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

       

                                                   (ix)  the
        amount of Realized Losses, if any, for the related Collection
        Period;

    

     

                                                
      (x)  the
      amount of Cumulative Realized Losses with respect to the related Collection
      Period;

     

                                               
      (xi)  the
      balance of the Reserve Account on such Distribution Date, after giving effect
      to
      withdrawals made on such Distribution

              
       Date;

     

                                              
      (xii)  the
      Specified Reserve Account Balance for such Distribution Date;

     

                                               (xiii)  the
      amount, if any, to be withdrawn from the Reserve Account and deposited into
      the
      Collection Account on such

                Distribution
      Date pursuant to Section 5.06(b);

     

                                             
      (xiv)  the
      amount, if any, to be withdrawn from the Reserve Account and deposited to the
      Certificate Distribution Account 

                 pursuant
      to Section 5.06(c);

     

                                             
      (xv)  the
      amount of any Net Swap Payment or any Net Swap Receipt for such Distribution
      Date;

     

                                            
      (xvi)  the
      amount of any Senior Swap Termination Payment or Subordinated Swap Termination
      Payment paid by the Issuing 

                  Entity
      on such Distribution Date;

     

                                           
      (xvii)  the
      amount of any Swap Termination Payment paid by the Swap Counterparty on such
      Distribution Date;

     

                                           (xviii)  the
      aggregate amount to be deposited to the Certificate Distribution Account
      pursuant to Section 5.05(c);

     

                                           
      (xix)  the
      amount, if any, to be distributed to the Certificateholders pursuant to
Section 5.02(a)(i) of the Trust Agreement; and

     

                                           
      (xx)   the
      amount, if any, to be distributed to the Depositor pursuant to
Section 5.02(a)(ii) of the Trust Agreement.

     

    Each
      amount set forth pursuant to paragraph (i), (ii) or (iv) above shall be
      expressed as a dollar amount per $1,000 of original principal balance of a
      Note.

     

    The
      Indenture Trustee shall only be required to provide to the Noteholders the
      information furnished to it by the Servicer.  The Indenture Trustee
      shall not be required to determine, confirm or recompute any such
      information.

     

               
      SECTION 5.08.  Net
      Deposits.  As an administrative convenience, so long as CFSC is
      the Servicer and the Administrator, if the Servicer is permitted to remit
      collections monthly rather than within two Business Days of their receipt and
      identification pursuant to Section 5.03, the Servicer will be permitted
      to make the deposit of collections on the Receivables and Purchase Amounts
      for
      or with respect to the Collection Period net of distributions to be made to
      the
      Servicer or the Administrator with respect to such Collection Period (including
      any Additional Servicing Compensation and the Servicing Fee to the extent of
      amounts available for payment thereof), and the Servicer shall pay amounts
      owing
      to the Administrator directly; provided, that if the Servicer is required to
      remit collections within two Business Days, the Servicer shall be paid the
      Additional Servicing Compensation by means of the Servicer making the deposit
      of
      such collections net of the Additional Servicing Compensation and deposits
      of
      such amounts may not be made net of the Servicing Fee.  The Servicer,
      however, will account to the Owner Trustee, the Indenture Trustee, the
      Noteholders and the Certificateholders as if the Servicing Fee and
      Administration Fee were paid individually.

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

             
SECTION
      5.09.  Tax
      Monitoring.  The Servicer shall monitor whether any state taxes
      are payable by the Issuing Entity and shall notify the Indenture Trustee of
      the
      amount and due date of such taxes in a timely manner. 

     

    ARTICLE
      VI

     

    THE
      DEPOSITOR

     

             
SECTION
      6.01.  Representations
      of Depositor.  The Depositor makes the following representations
      on which the Issuing Entity is deemed to have relied in acquiring the
      Receivables.  The representations speak as of the execution and
      delivery of this Agreement and shall survive the sale of the Receivables to
      the
      Issuing Entity and the grant of a security interest therein to the Indenture
      Trustee pursuant to the Indenture.

     

                         
      (a)  Organization
      and Good Standing.  The Depositor is duly organized and validly
      existing as a corporation in good standing under the laws of the State of Nevada
      with the power and authority to own its properties and to conduct its business
      as such properties are currently owned and such business is presently conducted,
      and had at all relevant times, and has, the power, authority and legal right
      to
      acquire and own the Receivables.

     

                         (b)  Due
      Qualification.  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 any such license or approval would render any Receivable unenforceable
      that would otherwise be enforceable by the Depositor or the Issuing
      Entity.

     

                        (c)  Power
      and Authority.  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 Receivables and other property
      to be sold and assigned to and deposited with the Issuing Entity and has duly
      authorized such sale and assignment to the Issuing Entity 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.

     

                      
      (d)  Binding
      Obligation.  This Agreement constitutes a legal, valid and binding
      obligation of the Depositor enforceable in accordance with its terms, except
      to
      the extent that such enforcement may be subject to bankruptcy, insolvency,
      reorganization, moratorium or other similar laws now or hereafter in effect
      relating to creditors' rights generally, and the remedy of specific performance
      and injunctive relief may be subject to certain equitable defenses and to the
      discretion of the court before which any proceeding therefor may be
      brought.

     

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

       

                           
(e)  No
        Violation.  The consummation by the Depositor of the transactions
        contemplated by this Agreement and the fulfillment by the Depositor of the
        terms
        hereof do not (i) 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 articles 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; (ii) 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);
        or
        (iii) violate any law or, to the best of the Depositor's knowledge, any
        order, rule or regulation applicable to the Depositor of any court or of
        any
        federal or state regulatory body, administrative agency or other governmental
        instrumentality having jurisdiction over the Depositor or its
        properties.

    

     

                         
      (f)  No
      Proceedings.  There are no proceedings or investigations pending,
      or to the Depositor's best knowledge, threatened, before any court, regulatory
      body, administrative agency or other governmental instrumentality having
      jurisdiction over the Depositor or its properties:  (i) asserting
      the invalidity of this Agreement, the Indenture, the Notes, the Certificates
      or
      any of the other Basic Documents, (ii) seeking to prevent the issuance of
      the Notes or the Certificates or the consummation of any of the transactions
      contemplated by this Agreement, the Indenture or any of the other Basic
      Documents; (iii) seeking 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, the Indenture, the Notes,
      the Certificates or any other of the Basic Documents or (iv) which might
      adversely affect the federal or state income tax attributes of the Notes or
      the
      Certificate.

     

              
      SECTION 6.02.  Liability
      of Depositor; Indemnities.  The Depositor shall be liable in
      accordance herewith only to the extent of the obligations specifically
      undertaken by the Depositor under this Agreement.

     

                         
      (a)  The
      Depositor shall indemnify, defend and hold harmless the Issuing Entity, the
      Owner Trustee and the Indenture Trustee and their officers, directors and agents
      from and against any taxes that may at any time be asserted against the Issuing
      Entity, the Owner Trustee or the Indenture Trustee or their respective officers,
      directors, and agents with respect to the sale of the Receivables to the Issuing
      Entity or the issuance and original sale of the Certificates and the Notes,
      including any sales, gross receipts, general corporation, tangible personal
      property, privilege or license taxes (but, in the case of the Issuing Entity,
      not including any taxes asserted with respect to ownership of the Receivables
      or
      federal or other income taxes arising out of the transactions contemplated
      by
      this Agreement) and costs and expenses in defending against the
      same.

     

                         
      (b)  The
      Depositor shall indemnify, defend and hold harmless the Issuing Entity, the
      Owner Trustee and the Indenture Trustee and their officers, directors, and
      agents from and against any loss, liability or expense incurred by reason of
      (i)
      the Depositor's willful misfeasance, bad faith or negligence in the performance
      of its duties under this Agreement, or by reason of reckless disregard of its
      obligations and duties under this Agreement and (ii) the Depositor's or the
      Issuing Entity's violation or alleged violation of federal or state securities
      laws in connection with the offering and sale of the Notes and the
      Certificate.

     

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

       

    

    Indemnification
      under this Section shall survive the resignation or removal of the Owner Trustee
      or the Indenture Trustee and the termination of this Agreement and shall include
      reasonable fees and expenses of counsel and expenses of
      litigation.  If the Depositor shall have made any indemnity payments
      pursuant to this Section 6.02 and the Person to or on behalf of whom such
      payments are made thereafter shall collect any of such amounts from others,
      such
      Person shall promptly repay such amounts to the Depositor, without
      interest.

     

               
      SECTION 6.03.  Merger
      or Consolidation of, or Assumption of the Obligations of,
      Depositor.  Any Person (a) into which the Depositor may be merged
      or consolidated, (b) which may result from any merger or consolidation to which
      the Depositor shall be a party or (c) which may succeed to the properties and
      assets of the Depositor substantially as a whole, which Person in any of the
      foregoing cases executes an agreement of assumption to perform every obligation
      of the Depositor under this Agreement, shall be the successor to the Depositor
      hereunder without the execution or filing of any document or any further act
      by
      any of the parties to this Agreement; provided, however, that (i)
      immediately after giving effect to such transaction, no representation or
      warranty made pursuant to Section 3.01 shall have been breached and no
      Servicer Default, and no event that, after notice or lapse of time, or both,
      would become a Servicer Default shall have occurred and be continuing, (ii)
      the
      Depositor shall have delivered to the Owner Trustee and the Indenture Trustee
      an
      Officers' Certificate and an Opinion of Counsel each stating that such
      consolidation, merger or succession and such agreement of assumption comply
      with
      this Section and that all conditions precedent, if any, provided for in this
      Agreement relating to such transaction have been complied with, (iii) the Rating
      Agency Condition shall have been satisfied with respect to such transaction
      and
      (iv) the Depositor shall have delivered to the Owner Trustee and the Indenture
      Trustee an Opinion of Counsel either (A) stating that, in the opinion of such
      counsel, all actions necessary to perfect the interests of the Issuing Entity
      and the Indenture Trustee have been taken, including that all financing
      statements and continuation statements and amendments thereto have been
      authorized and filed that are necessary fully to preserve and protect the
      interest of the Issuing Entity and Indenture Trustee, respectively, in the
      Receivables and reciting the details of such filings, or (B) stating that,
      in
      the opinion of such counsel, no such action shall be necessary to preserve
      and
      protect such interests.  Notwithstanding anything herein to the
      contrary, the execution of the foregoing agreement of assumption and compliance
      with clauses (i), (ii), (iii) and (iv) above shall be conditions to the
      consummation of the transactions referred to in clause (a), (b) or (c)
      above.

     

              
      SECTION 6.04.  Limitation
      on Liability of Depositor and Others.  The Depositor and any
      director or officer or employee or agent of the Depositor may rely in good
      faith
      on the advice of counsel or on any document of any kind, prima facie properly
      executed and submitted by any Person respecting any matters arising
      hereunder.  The Depositor shall not be under any obligation to appear
      in, prosecute or defend any legal action that shall not be incidental to its
      obligations under this Agreement, and that in its opinion may involve it in
      any
      expense or liability.

     

               SECTION
      6.05.  Depositor
      May Own the Certificates or Notes.  The Depositor and any
      Affiliate (other than CFSC) thereof may in its individual or any other capacity
      become the owner or pledgee of the Certificates or Notes with the same rights
      as
      it would have if it were not the Depositor or an Affiliate thereof, except
      as
      expressly provided herein (including the definition of "Outstanding" contained
      in each of the Indenture and the Trust Agreement) or in any Basic
      Document.

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

     

    ARTICLE
      VII

     

    THE
      SERVICER

              
      SECTION 7.01.  Representations
      of Servicer.  The Servicer makes the following representations on
      which the Issuing Entity is deemed to have relied in acquiring the
      Receivables.  The representations speak as of the execution and
      delivery of the Agreement (or as of the date a Person (other than the Indenture
      Trustee) becomes Servicer pursuant to Sections 7.03 and 8.02, in
      the case of a successor to the Servicer) and shall survive the sale of the
      Receivables to the Issuing Entity and the grant of a security interest therein
      to the Indenture Trustee pursuant to the Indenture.

     

                         
      (a)  Organization
      and Good Standing.  The Servicer is a corporation duly organized,
      validly existing and in good standing under the laws of the jurisdiction of
      its
      incorporation, and has the corporate power and authority to own its properties
      and to conduct the business in which it is currently engaged, and had at all
      relevant times, and has, the power, authority and legal right to service the
      Receivables.

     

                        
      (b)  Power
      and Authority.  The Servicer has the power and authority to
      execute and deliver this Agreement and to carry out its terms; and the
      execution, delivery and performance of this Agreement have been duly authorized
      by the Servicer by all necessary corporate action.

     

                       
      (c)  Binding
      Obligation.  This Agreement constitutes a legal, valid and binding
      obligation of the Servicer enforceable in accordance with its terms, except
      that
      such enforcement may be subject to bankruptcy, insolvency, reorganization,
      moratorium or other similar laws now or hereafter in effect relating to
      creditors' rights generally, and the remedy of specific performance and
      injunctive relief may be subject to certain equitable defenses and to the
      discretion of the court before which any proceeding therefor may be
      brought.

     

                       
      (d)  No
      Violation.  The consummation by the Servicer of the transactions
      contemplated by this Agreement and the fulfillment by the Servicer of the terms
      hereof do not conflict with, result in any breach of any of the terms and
      provisions of, nor constitute (with or without notice or lapse of time) a
      default under, the articles of incorporation or by-laws of the Servicer, or
      any
      indenture, agreement or other instrument to which the Servicer 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 as contemplated by the Basic Documents); nor
      violate any law or, to the best of the Servicer's knowledge, any order, rule
      or
      regulation applicable to the Servicer of any court or of any federal or state
      regulatory body, administrative agency or other governmental instrumentality
      having jurisdiction over the Servicer or its properties.

     

     

    
      
        
        

      

      
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(e)  No
        Proceedings.  To the Servicer's best knowledge, there are no
        proceedings or investigations pending, or threatened, before any court,
        regulatory body, administrative agency or other governmental instrumentality
        having jurisdiction over the Servicer or its properties: (i) asserting the
        invalidity of this Agreement, the Indenture, the Notes, the Certificates
        or any
        of the other Basic Documents; (ii) seeking to prevent the issuance of the
        Notes
        or the Certificates or the consummation of any of the transactions contemplated
        by this Agreement, the Indenture or any of the other Basic Documents; (iii)
        seeking any determination or ruling that might materially and adversely affect
        the performance by the Servicer of its obligations under, or the validity
        or
        enforceability of, this Agreement, the Indenture, the Notes, the Certificates
        or
        any of the other Basic Documents; or (iv) relating to the Servicer and which
        might adversely affect the federal or state income tax attributes of the
        Notes
        or the Certificates.

    

     

                       
      (f)  No
      Consents Required.  All approvals, authorizations, consents,
      orders or other actions of any Person or of any Governmental Authority required
      in connection with the execution and delivery by the Servicer of this Agreement
      or any other Basic Document, the performance by the Servicer of the transactions
      contemplated by this Agreement or any other Basic Document and the fulfillment
      by the Servicer of the terms hereof or thereof, have been obtained or have
      been
      completed and are in full force and effect (other than approvals,
      authorizations, consents, orders or other actions which if not obtained or
      completed or in full force and effect would not have a material adverse effect
      on the Servicer or the Issuing Entity or upon the collectability of any
      Receivable or upon the ability of the Servicer to perform its obligations under
      this Agreement).

     

              
      SECTION 7.02.  Indemnities
      of Servicer.  The Servicer shall be liable in accordance herewith
      only to the extent of the obligations specifically undertaken by the Servicer
      under this Agreement.

     

                          (a)  The
      Servicer shall defend, indemnify and hold harmless the Issuing Entity, the
      Owner
      Trustee, the Indenture Trustee, the Noteholders, the Certificateholders and
      the
      Depositor and any of the officers, directors and agents of the Issuing Entity,
      the Owner Trustee, the Indenture Trustee and the Depositor from and against
      any
      and all costs, expenses, losses, damages, claims and liabilities, arising out
      of
      or resulting from the use, ownership or operation by the Servicer or any
      Affiliate (other than the Depositor or the Issuing Entity) thereof of any
      Transaction Equipment.

     

                         
      (b)  The
      Servicer shall indemnify, defend and hold harmless the Issuing Entity, the
      Owner
      Trustee, the Indenture Trustee, and the Depositor and their respective officers,
      directors and agents from and against (i) any taxes that may at any time be
      asserted against any such Person with respect to the transactions contemplated
      herein, including any sales, gross receipts, general corporation, tangible
      personal property, privilege or license taxes (but, in the case of the Issuing
      Entity or the Depositor, not including any taxes asserted with respect to,
      and
      as of the date of, the sale of the Receivables to the Issuing Entity or the
      issuance and original sale of the Certificates and the Notes, or asserted with
      respect to ownership of the Receivables, or Federal or other income taxes
      arising out of distributions on the Certificates or the Notes) and (ii) costs
      and expenses in defending against the same.

     

     

    
      
        
        

      

      
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(c)  The
        Servicer shall indemnify, defend and hold harmless the Issuing Entity, the
        Owner
        Trustee, the Indenture Trustee, the Depositor, the Certificateholders and
        the
        Noteholders and any of the officers, directors and agents of the Issuing
        Entity,
        the Owner Trustee, the Indenture Trustee and the Depositor from and against
        any
        and all costs, expenses, losses, claims, damages and liabilities to the extent
        that any such cost, expense, loss, claim, damage or liability arose out of,
        or
        was imposed upon any such Person through, the negligence, willful misfeasance
        or
        bad faith of the Servicer in the performance of its duties under this Agreement,
        or by reason of reckless disregard of its obligations and duties under this
        Agreement or on account of the failure of the Servicer to be qualified to
        do
        business as a foreign corporation or to have obtained a license or approval
        in
        any jurisdiction.

    

     

                       
      (d)  The
      Servicer shall indemnify, defend and hold harmless the Owner Trustee, and the
      Indenture Trustee and their respective officers, directors and agents from
      and
      against all costs, expenses, losses, claims, damages and liabilities arising
      out
      of or incurred in connection with the acceptance or performance of the trusts
      and duties herein, and in the case of the Owner Trustee, in the Trust Agreement,
      and in the case of the Indenture Trustee, the Indenture, except to the extent
      that any such cost, expense, loss, claim, damage or liability:  (i)
      shall be due to the willful misfeasance, bad faith or negligence (except for
      errors in judgment) of the Owner Trustee or the Indenture Trustee, as
      applicable; or (ii) shall arise from the breach by the Owner Trustee of any
      of
      its representations or warranties set forth in Section 7.03 of the Trust
      Agreement.

     

                     
      (e)  The
      Servicer shall pay any and all taxes levied or assessed upon all or any part
      of
      the Owner Trust Estate, other than any taxes asserted with respect to, and
      as of
      the date of, the sale of the Receivables to the Issuing Entity or the issuance
      and original sale of the Certificates and the Notes, or Federal or other income
      taxes imposed on the Issuing Entity because of its classification or
      reclassification for tax purposes, or Federal or other income taxes arising
      out
      of distributions on the Certificates or the Notes.

     

    For
      purposes of this Section, in the event of the termination of the rights and
      obligations of CFSC (or any successor thereto pursuant to Section 7.03)
      as Servicer pursuant to Section 8.01, or a resignation by such Servicer
      pursuant to this Agreement, such Servicer shall be deemed to be the Servicer
      pending appointment of a successor Servicer (other than the Indenture Trustee)
      pursuant to Section 8.02.

     

    Indemnification
      under this Section shall survive the resignation or removal of the Owner Trustee
      or the Indenture Trustee or the termination of this Agreement and shall include
      reasonable fees and expenses of counsel and expenses of
      litigation.  If the Servicer shall have made any indemnity payments
      pursuant to this Section and the Person to or on behalf of whom such payments
      are made thereafter collects any of such amounts from others, such Person shall
      promptly repay such amounts to the Servicer, without interest.

     

                
      SECTION 7.03.  Merger
      or Consolidation of, or Assumption of the Obligations of,
      Servicer.  Any Person (a) (i) into which the Servicer may be
      merged or consolidated, (ii) which may result from any merger or consolidation
      to which the Servicer shall be a party, (iii) which may succeed to the
      properties and assets of the Servicer substantially as a whole, or (iv) which
      is
      a corporation 50% or more of the voting stock of which is owned, directly or
      indirectly, by Caterpillar, and (b) in the case of any of (i), (ii), (iii)
      or
      (iv), which has executed an agreement of assumption to perform every obligation
      of the Servicer hereunder, shall be the successor to the Servicer under this
      Agreement without further act on the part of any of the parties to this
      Agreement; provided, however, that (w) immediately after giving
      effect to such transaction, no Servicer Default, and no event which, after
      notice or lapse of time, or both, would become a Servicer Default shall have
      occurred and be continuing, (x) the Servicer shall have delivered to the Owner
      Trustee and the Indenture Trustee an Officers' Certificate and an Opinion of
      Counsel each stating that such consolidation, merger or succession and such
      agreement of assumption comply with this Section and that all conditions
      precedent provided for in this Agreement relating to such transaction have
      been
      complied with, (y) the Rating Agency Condition shall have been satisfied with
      respect to such transaction and (z) the Servicer shall have delivered to the
      Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating
      that, in the opinion of such counsel, all financing statements and continuation
      statements and amendments thereto have been authorized and filed that are
      necessary fully to preserve and protect the interest of the Owner Trustee and
      the Indenture Trustee, respectively, in the Receivables and reciting the details
      of such filings or (B) stating that, in the opinion of such counsel, no such
      action shall be necessary to preserve and protect such
      interests.  Notwithstanding anything herein to the contrary, the
      execution of the foregoing agreement of assumption and compliance with clauses
      (w), (x), (y) and (z) above shall be conditions to the consummation of the
      transactions referred to in clause (a) or (b) above.

     

    
      
        
        

      

      
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                  SECTION
        7.04.  Limitation
        on Liability of Servicer and Others.  Neither the Servicer nor any
        of the directors or officers or employees or agents of the Servicer shall
        be
        under any liability to the Issuing Entity, the Noteholders or the
        Certificateholders, except as provided under this Agreement, for any action
        taken or for refraining from the taking of any action pursuant to this Agreement
        or for errors in judgment; provided, however, that this provision
        shall not protect the Servicer or any such person against any liability that
        would otherwise be imposed by reason of willful misfeasance, bad faith or
        negligence in the performance of duties or by reason of reckless disregard
        of
        obligations and duties under this Agreement.  The Servicer and any
        director or officer or employee or agent of the Servicer as the case may
        be, may
        rely in good faith on any document of any kind prima facie properly executed
        and
        submitted by any person respecting any matters arising under this
        Agreement.

    

     

    Except
      as provided in this Agreement, the Servicer shall not be under any obligation
      to
      appear in, prosecute or defend any legal action that shall not be incidental
      to
      its duties to service the Receivables in accordance with this Agreement, and
      that in its opinion may involve it in any expense or liability; provided,
however, that the Servicer may undertake any reasonable action that
      it
      may deem necessary or desirable in respect of this Agreement and the other
      Basic
      Documents and the rights and duties of the parties to this Agreement and the
      other Basic Documents and the interests of the Certificateholders under this
      Agreement and the Noteholders under the Indenture.

     

                SECTION
      7.05.  CFSC
      Not To Resign as Servicer.  Subject to the provisions of
Section 7.03, CFSC shall not resign from the obligations and duties
      hereby imposed on it as Servicer under this Agreement except upon determination
      that the performance of its duties under this Agreement shall no longer be
      permissible under applicable law (if it is also determined that such
      determination may not be reversed).  Notice of any such determination
      permitting the resignation of CFSC shall be communicated to the Owner Trustee
      and the Indenture Trustee at the earliest practicable time (and, if such
      communication is not in writing, shall be confirmed in writing at the earliest
      practicable time) and any such determination shall be evidenced by an Opinion
      of
      Counsel to such effect delivered to the Owner Trustee and the Indenture Trustee
      concurrently with or promptly after such notice.  No such resignation
      shall become effective until the Indenture Trustee or a successor Servicer
      shall
      have assumed the responsibilities and obligations of CFSC in accordance with
      Section 8.02.

     

    
      
        
        

      

      
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    ARTICLE
      VIII

     

    DEFAULT

                 
      SECTION 8.01.  Servicer
      Default.  If any one of the following events (each, a "Servicer
      Default") shall occur and be continuing:

     

                          
      (a)  any
      failure by the Servicer (i) to deliver to the Indenture Trustee for deposit
      in
      any of the Trust Accounts or the Certificate Distribution Account any required
      payment or (ii) to direct the Indenture Trustee to make any required
      distribution therefrom that shall continue unremedied for a period of three
      Business Days after written notice of such failure is received by the Servicer
      from the Owner Trustee or the Indenture Trustee or after discovery of such
      failure by an officer of the Servicer;

     

                         
      (b)  failure
      on the part of the Servicer to duly observe or to perform in any material
      respect any other covenants or agreements of the Servicer set forth in this
      Agreement or any other Basic Document, which failure shall (i) materially and
      adversely affect the rights of the Certificateholders or Noteholders and (ii)
      continues unremedied for a period of 60 days after the date on which written
      notice of such failure, requiring the same to be remedied, shall have been
      given
      (A) to the Servicer by the Owner Trustee or the Indenture Trustee or (B) to
      the
      Servicer and to the Owner Trustee and the Indenture Trustee by the Holders
      of
      Notes evidencing not less than 25% of the Outstanding Principal Amount of the
      Notes or by holders of Certificates evidencing not less than 25% of the
      aggregate Percentage Interest of the Certificates; or

     

                        
      (c)  an
      Insolvency Event occurs with respect to the Servicer;

     

    then,
      and in each and every case, so long as the Servicer Default shall not have
      been
      remedied, either the Indenture Trustee, or the Holders of Class A Notes
      evidencing not less than 25% of the Outstanding Principal Amount of such Notes,
      or if no Class A Notes are Outstanding, the Holders of Class B Notes
      evidencing not less than 25% of the Outstanding Principal Amount of such Notes,
      or if no Notes are Outstanding, either the Owner Trustee or the holders of
      Certificates evidencing not less than 25% of the aggregate Percentage Interest
      of the Certificates, by notice then given in writing to the Servicer (and to
      the
      Indenture Trustee and the Owner Trustee if given by the Noteholders) may
      terminate all the rights and obligations (other than the obligations set forth
      in Section 7.02 hereof that accrued prior to such termination) of the
      Servicer under this Agreement.  On or after the receipt by the
      Servicer of such written notice, all authority and power of the Servicer under
      this Agreement, whether with respect to the Notes, the Certificates or the
      Receivables or otherwise, shall, without further action, pass to and be vested
      in the Indenture Trustee or such successor Servicer as may be appointed under
      Section 8.02; and, without limitation, the Indenture Trustee and the
      Owner Trustee are hereby authorized and empowered to execute and deliver, on
      behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and
      all documents and other instruments, and to do or accomplish all other acts
      or
      things necessary or appropriate to effect the purposes 

     

    
      
        
        

      

      
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    of
      such notice of termination, whether to complete the transfer and endorsement
      of
      the Receivables and related documents, or otherwise.  The predecessor
      Servicer shall cooperate with the successor Servicer, the Indenture Trustee
      and
      the Owner Trustee in effecting the termination of the responsibilities and
      rights of the predecessor Servicer under this Agreement, including the transfer
      to the successor Servicer for administration by it of all cash amounts that
      shall at the time be held by the predecessor Servicer for deposit, or shall
      thereafter be received by it with respect to a Receivable.  All
      reasonable costs and expenses (including reasonable attorneys' fees) incurred
      in
      connection (x) with transferring the computer or other records to the successor
      Servicer in the form requested and (y) amending this Agreement to reflect such
      succession as Servicer pursuant to this Section shall be paid by the predecessor
      Servicer upon presentation of reasonable documentation of such costs and
      expenses.  Upon receipt of notice of the occurrence of a Servicer
      Default, the Owner Trustee shall give notice thereof to the Rating
      Agencies.

     

              
      SECTION 8.02.  Appointment
      of Successor Servicer.  

     

                        
      (a)  Upon
      the Servicer's receipt of notice of termination, pursuant to Section 8.01
      or the Servicer's resignation in accordance with the terms of this Agreement,
      the predecessor Servicer shall continue to perform its functions as Servicer
      under this Agreement, in the case of termination, only until the date specified
      in such termination notice or, if no such date is specified in a notice of
      termination, until receipt of such notice and, in the case of resignation,
      until
      the earlier of (x) the date 45 days from the delivery to the Owner Trustee
      and
      the Indenture Trustee of written notice of such resignation (or written
      confirmation of such notice) in accordance with the terms of this Agreement
      and
      (y) the date upon which the predecessor Servicer shall become unable to act
      as
      Servicer, as specified in the notice of resignation and accompanying Opinion
      of
      Counsel.  In the event of the Servicer's termination hereunder, the
      Indenture Trustee shall appoint a successor Servicer, and the successor Servicer
      shall accept its appointment by a written assumption in form acceptable to
      the
      Owner Trustee and the Indenture Trustee.  In the event that a
      successor Servicer has not been appointed at the time when the predecessor
      Servicer has ceased to act as Servicer in accordance with this Section, pending
      the appointment of and acceptance by a successor Servicer, the Indenture Trustee
      without further action shall automatically be appointed and serve as the
      successor Servicer and the Indenture Trustee shall be entitled to the Servicing
      Fee and the Additional Servicing Compensation.  Notwithstanding the
      above, the Indenture Trustee shall, if it shall be legally unable so to act,
      appoint or petition a court of competent jurisdiction to appoint, any
      established institution who has demonstrated its capability to service the
      Receivables to the satisfaction of the Indenture Trustee, as the successor
      to
      the Servicer under this Agreement, having a net worth of not less than
      $50,000,000 and whose regular business shall include the servicing of
      receivables comparable with the Receivables, as the successor to the Servicer
      under this Agreement.

     

    The
      Indenture Trustee, acting in its capacity as successor Servicer, and any
      successor Servicer appointed by it, shall have no responsibility or obligation
      (i) for any breach by any predecessor Servicer of any of its representations
      and
      warranties, or (ii) any acts or omissions of CFSC or any other Servicer prior
      to
      its termination.

     

     

    
      
        
        

      

      
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(b)  Upon
        appointment, the successor Servicer (including the Indenture Trustee acting
        as
        successor servicer) shall be the successor in all respects to the predecessor
        Servicer and shall be subject to all the responsibilities, duties and
        liabilities arising thereafter relating thereto placed on the predecessor
        Servicer and shall be entitled to the Servicing Fee and the Additional Servicing
        Compensation and all the rights granted to the predecessor Servicer by the
        terms
        and provisions of this Agreement.

    

     

                       
      (c)  Subject
      to the Indenture Trustee's right to appoint a successor Servicer pursuant to
      Section 8.02(a) after the Indenture Trustee has become the Servicer
      pending the appointment of and acceptance by a successor Servicer, the Servicer
      may not resign unless it is prohibited from serving as such by law.

     

                       (d)  Notwithstanding
      any other provision of this Agreement, neither the Indenture Trustee nor any
      successor Servicer shall be deemed in default, breach or violation of this
      Agreement as a result of the failure of CFSC or any Servicer (i) to cooperate
      with the Indenture Trustee or any successor Servicer pursuant to Section
      8.01, (ii) to deliver funds required to be deposited to any Trust Account or
      (iii) to deliver files or records relative to the Receivables as may be
      requested by the Indenture Trustee or successor Servicer.

     

              
      SECTION 8.03  Notification
      to Noteholders and Certificateholders.  Upon any termination of,
      or appointment of a successor to, the Servicer pursuant to this Article VIII,
      the Owner Trustee shall give prompt written notice thereof to the
      Certificateholders and the Indenture Trustee shall give prompt written notice
      thereof to Noteholders and the Rating Agencies.

     

               
      SECTION 8.04.  Waiver
      of Past Defaults.  The Holders of Class A Notes evidencing
      more than a 50% of the Outstanding Principal Amount of such Notes or, if no
      Class A Notes are Outstanding, the Holders of Class B Notes evidencing more
      than 50% of the Outstanding Principal Amount of such Notes or, if no Notes
      are
      Outstanding, the holders of Certificates evidencing more than 50% of the
      aggregate Percentage Interest of the Certificates, may, on behalf of all
      Noteholders and the Certificateholders, waive in writing any default by the
      Servicer in the performance of its obligations hereunder and its consequences,
      except a default in making any required deposits to or payments from any of
      the
      Trust Accounts in accordance with this Agreement.  Upon any such
      waiver of a past default, such default shall cease to exist, and any Servicer
      Default arising therefrom shall be deemed to have been remedied for every
      purpose of this Agreement.  No such waiver shall extend to any
      subsequent or other default or impair any right consequent thereto.

     

    ARTICLE
      IX

     

    TERMINATION

     

               
      SECTION 9.01.  Optional
      Purchase of All Receivables; Trust Termination. 

     

                        
      (a)  If
      on the last day of any Collection Period the Note Value is 10% or less of the
      Initial Note Value the Servicer shall have the option to purchase the Owner
      Trust Estate, other than the Trust Accounts, which purchase shall be effective
      as of such last day by depositing in the Collection Account on or prior to
      the
      second Business Day prior to the next succeeding Distribution Date an amount
      equal to the aggregate Purchase Amount for the Receivables (including defaulted
      Receivables but not including Liquidated Receivables) pursuant to
Section 5.04; provided, however, that the aggregate
      Purchase Amount for the Receivables, after payment of all amounts due pursuant
      to Section 5.05(b)(i) on such next succeeding Distribution Date, is an
      amount at least equal to the aggregate Redemption Price for the Class A-3
      Notes and the Class B Notes; and provided further that the Servicer shall not
      purchase the Owner Trust Estate if the aggregate Purchase Amount exceeds the
      fair market value of the Owner Trust Estate as determined by the Servicer in
      good faith.

     

     

    
      
        
        

      

      
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      (b)  Notice
      of any termination of the Issuing Entity shall be given by the Servicer to
      the
      Owner Trustee and the Indenture Trustee as soon as practicable after the
      Servicer has received notice thereof.

     

                         
      (c)  Following
      the satisfaction and discharge of the Indenture and the payment in full of
      the
      principal of and interest on the Notes, the Certificateholders will succeed
      to
      the rights of the Noteholders hereunder (other than the right to receive
      payments under Section 5.06(b)), and the Owner Trustee will succeed
      to the rights of, and assume the obligations of, the Indenture Trustee pursuant
      to this Agreement.

     

    
ARTICLE
      X

     

    MISCELLANEOUS
      PROVISIONS

     

              
      SECTION 10.01.  Amendment.  The
      Agreement may be amended by the Depositor, the Servicer and the Issuing Entity,
      with the consent of the Indenture Trustee, but 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 delivered to the Owner Trustee
      and the Indenture Trustee, adversely affect in any material respect the
      interests of any Noteholders or the Certificateholders or the federal tax
      characterization of the Notes.

     

    This
      Agreement may also be amended from time to time by the Depositor, the Servicer
      and the Issuing Entity, with the consent of the Indenture Trustee, the consent
      of the Holders of Notes evidencing at least a majority of the Outstanding
      Principal Amount of the Notes and the consent of Certificateholders holding
      Certificates evidencing more than 50% of the aggregate Percentage Interest
      of
      the Certificates, 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 or the Certificateholders;
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 (b) reduce the aforesaid
      percentage of the Outstanding Principal Amount of the Notes, the holders of
      which are required to consent to any such amendment, without the consent of
      the
      Holders of all the Outstanding Notes.

     

     

    
      
        
        

      

      
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    Prior
      to the execution of any such amendment or consent, the Servicer shall furnish
      written notification of the substance of such amendment or consent to each
      of
      the Rating Agencies.  Promptly after the execution of any such
      amendment or consent without the consent of the Certificateholders, the Owner
      Trustee shall furnish written notification of the substance of such amendment
      or
      consent to the Certificateholders.

     

    It
      shall not be necessary for the consent of the Certificateholders or the
      Noteholders 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.

     

    Prior
      to the execution of any amendment to this Agreement, the Owner Trustee and
      the
      Indenture 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 Opinion of Counsel referred to in Section
      10.02(i)(1).  The Owner Trustee and the Indenture Trustee may, but
      shall not be obligated to, enter into any such amendment which affects the
      Owner
      Trustee's or the Indenture Trustee's, as applicable, own rights, duties or
      immunities under this Agreement or otherwise.

     

    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).

     

                
      SECTION 10.02.  Protection
      of Title to Trust.  

     

                          (a)  The
      Depositor shall take all actions necessary to perfect, and maintain perfection
      of, the interests of the Issuing Entity and the Indenture Trustee in the
      Receivables.  In the event it is determined that the Indenture
      Trustee's or the Issuing Entity's interests are no longer perfected, such
      actions shall include but shall not be limited to the enforcement of Section
      3.04 of this Agreement and of Section 6.02 of the Purchase
      Agreement.  In addition, without limiting the rights of the Indenture
      Trustee or the Issuing Entity specified in the immediately preceding sentence,
      the Depositor shall authorize and file such financing statements and cause
      to be
      authorized and filed such continuation statements, all in such manner and in
      such places as may be required by law fully to present, maintain, and protect
      the interest of the Issuing Entity and the interest of the Indenture Trustee
      in
      the Receivables and in the proceeds thereof.  The Depositor shall
      deliver (or cause to be delivered) to the Owner Trustee and the Indenture
      Trustee file-stamped copies of, or filing receipts for, any document filed
      as
      provided above, as soon as available following such filing.

     

                        
      (b)  Neither
      the Depositor nor the Servicer shall change its name or type or jurisdiction
      of
      organization unless it shall have given the Owner Trustee and the Indenture
      Trustee at least 30 days' prior written notice thereof and, if applicable,
      shall
      have timely filed appropriate amendments to any and all previously filed
      financing statements or continuation statements (so that the security interest
      of the Issuing Entity or the Indenture Trustee in the Receivables is not
      adversely affected).

     

     

    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    

                        
      (c)  The
      Servicer shall at all times maintain each office from which it shall service
      Receivables, and its principal executive office, within the United States of
      America.

     

                       
      (d)  The
      Servicer shall maintain accounts and records as to each Receivable accurately
      and in sufficient detail to permit (i) the reader thereof to know at any time
      the status of such Receivable, including payments and Recoveries made and
      payments owing (and the nature of each) and (ii) reconciliation between payments
      or Recoveries on (or with respect to) each Receivable and the amounts from
      time
      to time deposited in the Collection Account in respect of such
      Receivable.

     

                      
      (e)  The
      Servicer shall maintain its computer systems so that, from and after the time
      of
      sale under this Agreement of the Receivables, the Servicer's master computer
      records (including any backup archives) that refer to a Receivable shall
      indicate clearly the interest of the Issuing Entity (which interest has been
      acquired from the Depositor) and the Indenture Trustee in such Receivable and
      that such Receivable is owned by the Issuing Entity and a security interest
      therein has been granted to the Indenture Trustee.  Indication of the
      Issuing Entity's interest (which interest has been acquired from the Depositor)
      and the Indenture Trustee's interest in a Receivable shall be deleted from
      or
      modified on the Servicer's computer systems when, and only when, the related
      Receivable shall have been paid in full or repurchased.

     

                      
      (f)  If
      at any time the Depositor or the Servicer shall propose to sell, grant a
      security interest in, or otherwise transfer any interest in receivables
      comparable with the Receivables, to any prospective purchaser, lender or other
      transferee, the Servicer shall give to such prospective purchaser, lender or
      other transferee computer tapes, records or printouts (including any restored
      from backup archives) that, if they shall refer in any manner whatsoever to
      any
      Receivable, shall indicate clearly that such Receivable has been sold and is
      owned by the Issuing Entity and a security interest therein has been granted
      to
      the Indenture Trustee.

     

                   
      (g)  The
      Servicer shall permit the Indenture Trustee and its agents at any time during
      normal business hours to inspect, audit and make copies of and abstracts from
      the Servicer's records regarding any Receivable.

     

                   
      (h)  Upon
      request, the Servicer shall furnish to the Owner Trustee or to the Indenture
      Trustee, within five Business Days, a list of all Receivables (by contract
      number and name of Obligor) then held as part of the Collateral, together with
      a
      reconciliation of such list to the Schedule of Receivables and to each of the
      Servicer Reports furnished before such request indicating removal of Receivables
      from the Collateral.

     

                    
      (i)  The
      Depositor shall deliver to the Owner Trustee and the Indenture
      Trustee:

     

                                                                        
      (1)  promptly
      after the execution and delivery of this Agreement and of each amendment
      thereto, an Opinion of 

                          
      Counsel either (A) stating that, in the opinion of such counsel, all actions
      have been taken that are necessary fully to perfect the interests of
      the

                         
       Issuing Entity and the Indenture Trustee in the Receivables, and reciting
      the details of such action or referring to prior Opinions of Counsel
      in

                         
       which such details are given, or (B) stating that, in the opinion of such
      counsel, no such action shall be necessary to perfect such interest;
      and

     

     

    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

       

                                                                            
(2)  within
        120 days after the beginning of each calendar year beginning with the first
        calendar year beginning 

                           
        more than three months after the Cut-off Date, an Opinion of Counsel, dated
        as
        of a date during such 120-day period, either (A) stating that, in 

                           
        the opinion of such counsel, all actions have been taken, and, if applicable,
        all financing statements and continuation statements have been 

                           
        authorized and filed, that are necessary fully to perfect the interests of
        the
        Issuing Entity and the Indenture Trustee in the Receivables and
        reciting

                          
         the details of such filings or referring to prior Opinions of Counsel in
        which such details are given, or (B) stating that, in the opinion of such
        

                           
        counsel, no such action shall be necessary to perfect such
        interest.

    

     

    Each
      Opinion of Counsel referred to in clause (1) or (2) above shall specify any
      action necessary (as of the date of such opinion) to be taken in the following
      year to perfect such interest.

     

                         
      (j)  The
      Depositor shall, to the extent required by applicable law, cause the Notes
      to be
      registered with the Commission pursuant to Section 12(b) or Section 12(g) of
      the
      Exchange Act within the time periods specified in such sections.

     

              
      SECTION 10.03.  Notices.  All
      demands, notices and communications upon or to the Depositor, the Servicer,
      the
      Issuing Entity, the Owner Trustee, the Indenture Trustee or the Rating Agencies
      under this Agreement shall be in writing, personally delivered or mailed by
      certified mail, return receipt requested, and shall be deemed to have been
      duly
      given upon receipt (a) in the case of the Depositor, to Caterpillar Financial
      Funding Corporation, 4040 S. Eastern Avenue, Suite 344, Las Vegas, Nevada 89119,
      (702-735-2514), (b) in the case of the Servicer, to Caterpillar Financial
      Services Corporation, 2120 West End Avenue, Nashville, TN  37203-0001
      (615-341-1000), (c) in the case of the Issuing Entity or the Owner Trustee,
      at
      the "Corporate Trust Office" (as defined in the Trust Agreement), with a copy
      to
      the Administrator, to 2120 West End Avenue, Nashville, Tennessee 37203-0001
      (615-341-1000), (d) in the case of the Indenture Trustee, at the Corporate
      Trust
      Office, (e) in the case of Moody's, to Moody's Investors Service, Inc., ABS
      Monitoring Department, 99 Church Street, New York, New York 10007 and (f) in
      the
      case of Standard & Poor's, to Standard & Poor's Ratings Services, 55
      Water Street, 40th Floor, New
      York,
      New York 10041, Attention of Asset Backed Surveillance Department or, as to
      each
      of the foregoing, at such other address as shall be designated by written notice
      to the other parties.

     

                SECTION
      10.04.  Assignment.  Notwithstanding
      anything to the contrary contained herein, except as provided in Sections
      6.03 and 7.03 and as provided in the provisions of this Agreement
      concerning the resignation of the Servicer, this Agreement may not be assigned
      by the Depositor or the Servicer.

     

              
      SECTION 10.05.  Limitations
      on Rights of Others.  The provisions of this Agreement are solely
      for the benefit of the Depositor, the Servicer, the Issuing Entity, the Owner
      Trustee, the Certificateholders, the Indenture Trustee 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.

     

     

    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    

     

               
      SECTION 10.06.  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 10.07.  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
      10.08.  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 10.09.  Governing
      Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
      ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS
      CONFLICT OF LAW PROVISIONS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW
      YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS, REMEDIES OF THE
      PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

     

              
      SECTION 10.10.  Assignment
      to Indenture Trustee.  The Depositor hereby acknowledges and
      consents to any mortgage, pledge, assignment and grant of a security interest
      by
      the Issuing Entity to the Indenture Trustee pursuant to the Indenture for the
      benefit of the Noteholders of all right, title and interest of the Issuing
      Entity in, to and under the Receivables and the other property constituting
      the
      Owner Trust Estate or the assignment of any or all of the Issuing Entity's
      rights and obligations hereunder to the Indenture Trustee.

     

               
      SECTION 10.11.  Nonpetition
      Covenants.  

     

                          
      (a)  Notwithstanding
      any prior termination of this Agreement, the Servicer, the Depositor, the Owner
      Trustee, the Securities Intermediary, and the Indenture Trustee shall not,
      prior
      to the date which is one year and one day after the payment in full of the
      Notes, acquiesce, petition or otherwise invoke or cause the Issuing Entity
      to
      invoke the process of any court or government authority for the purpose of
      commencing or sustaining a case against the Issuing Entity under any Federal
      or
      state bankruptcy, insolvency or similar law or appointing a receiver,
      liquidator, assignee, trustee, custodian, sequestrator or other similar official
      of the Issuing Entity or any substantial part of its property, or ordering
      the
      winding up or liquidation of the affairs of the Issuing Entity.

     

                         
      (b)  Notwithstanding
      any prior termination of this Agreement, the Servicer, the Issuing Entity,
      the
      Owner Trustee, the Securities Intermediary, and the Indenture Trustee shall
      not,
      prior to the date which is one year and one day after the payment in full of
      the
      Notes, acquiesce, petition or otherwise invoke or cause the Depositor to invoke
      the process of any court or government authority for the purpose of commencing
      or sustaining a case against the Depositor under any Federal or state
      bankruptcy, insolvency or similar law or appointing a receiver, liquidator,
      assignee, trustee, custodian, sequestrator or other similar official of the
      Depositor or any substantial part of its property, or ordering the winding
      up or
      liquidation of the affairs of the Depositor.

     

     

    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

    

     

                
      SECTION 10.12.  Limitation
      of Liability of Owner Trustee and Indenture
      Trustee.  

     

                          
      (a)  Notwithstanding
      anything contained herein to the contrary, this Agreement has been countersigned
      by The Bank of New York (Delaware) not in its individual capacity but solely
      in
      its capacity as Owner Trustee of the Issuing Entity, and in no event shall
      The
      Bank of New York (Delaware) in its individual capacity or, except as expressly
      provided in the Trust Agreement, as owner trustee of the Issuing Entity, have
      any liability for the representations, warranties, covenants, agreements or
      other obligations of the Issuing Entity hereunder or in any of the certificates,
      notices or agreements delivered pursuant hereto, as to all of which recourse
      shall be had solely to the assets of the Issuing Entity.  For all
      purposes of this Agreement, in the performance of its duties or obligations
      hereunder or in the performance of any duties or obligations of the Issuing
      Entity hereunder, the Owner Trustee shall be subject to, and entitled to the
      benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust
      Agreement.

     

                          
      (b)  Notwithstanding
      anything contained herein to the contrary, this Agreement has been acknowledged
      and accepted by U.S. Bank National Association not in its individual capacity
      but solely as Indenture Trustee and Securities Intermediary, and in no event
      shall U.S. Bank National Association have any liability for the representations,
      warranties, covenants, agreements or other obligations of the Issuing Entity
      hereunder or in any of the certificates, notices or agreements delivered
      pursuant hereto, as to all of which recourse shall be had solely to the assets
      of the Issuing Entity.

     

    


     

    [Signature
      Page Follows]

     

     

     

    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    

     

     

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

     

                                                             
      CATERPILLAR FINANCIAL ASSET TRUST 2007-A

     

     

     

    
      	
               

            	
              THE BANK OF NEW
                YORK
                (DELAWARE), not in 

              its individual capacity but solely as Owner Trustee
                on
                behalf of the Issuing Entity,

            	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Kristine
              K.
              Gullo	 
	 	 	Name: 
Kristine
              K.
              Gullo 	 
	 	 	Title: 
Vice
              President 	 
	 	 	 	 


    

     

    
      	 	CATERPILLAR
              FINANCIAL FUNDING CORPORATION,as Depositor,	 
	 	 	 	 
	
              Date

            	
              By:
                

            	/s/ David
              A. Kacynski	 
	 	 	Name: 
              David A. Kacynski 	 
	 	 	Title: 
              Treasurer 	 
	 	 	 	 


    

     

    
      	 	CATERPILLAR
              FINANCIAL SERVICES CORPORATION, as Servicer	 
	 	 	 	 
	
              Date

            	
              By:
                

            	/s/ James
              A. Duensing	 
	 	 	Name: 
              James A. Duensing 	 
	 	 	Title: 
              Executive Vice President and Chief Financial Officer 	 
	 	 	 	 


    

    


    Acknowledged
      and Accepted:

    U.S.
      BANK NATIONAL ASSOCIATION,

      not
      in its individual capacity but only as

      Indenture
      Trustee and

      Securities
      Intermediary

    


    


    


    By:  /s/
      Melissa A.
      Rosal                                                                                     

    Name: Melissa
      A.
      Rosal

    Title: Vice
      President

    


    Acknowledged
      and Accepted:

    THE
      BANK OF NEW YORK (DELAWARE),

      not
      in its individual capacity but solely

      as
      Owner Trustee of the Issuing Entity,

    


    


    


    By:
       /s/ Kristine K.
      Gullo                                                                           

    Name: Kristine
      K.
      Gullo

    Title: Vice
      President

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    SCHEDULE
      A

     

    SCHEDULE
      OF RECEIVABLES

     

    


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      B

     

    LOCATION
      OF RECEIVABLE FILES

     

    2120
      West End Avenue,

    Nashville,
      Tennessee 37203

    


     

    


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      C

     

    SERVICER
      REPORT

     

    The
      undersigned hereby certify that (i) they are, respectively, a duly elected
      [title] and [title] of Caterpillar Financial Services Corporation and (ii)
      this
      Servicer Report complies with the requirements of, and is being delivered
      pursuant to, Section 4.09 and Section 5.07 of the Sale and Servicing Agreement
      (the "Sale and Servicing Agreement") dated as of September 1, 2007 between
      Caterpillar Financial Asset Trust 2007-A, Caterpillar Financial Funding
      Corporation and Caterpillar Financial Services Corporation.

     

    Dated:                                                                         
      Name:

    Title:

    


    


    


    


    Name:

    Title:

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    

     

    
      	
              Caterpillar
                Financial Asset Trust
                2007-A

            	 
	
              SERVICER
                REPORT

            	 
	 	 
	
              Record
                Date

            	 
	
              Distribution
                Date

            	 
	
              Transaction
                Month

            	
              1

            
	 	 
	
              Collection
                Period Month Begin

            	 
	
              Collection
                Period Month End

            	 
	
              Previous
                Payment Date (or Closing Date)

            	 
	
              Actual
                Days in Accrual Period

            	
              ___

            
	 	 
	
              ORIGINAL
                DEAL PARAMETERS

            	 
	
              Initial
                Note Value

            	 
	
              Initial
                Aggregate Contract Balance

            	 
	
              Number
                of Contracts

            	 
	
              Weighted
                Average Annual Percentage Rate

            	 
	
              Weighted
                Average Remaining Term

            	 
	
              Annual
                Servicing Fee Rate

            	 
	
              Reserve
                Account Initial Deposit

            	 
	
              Specified
                Reserve Account Balance

            	 
	
              Class
                A-1 Note Original Principal Balance

            	 
	
              Class
                A-1 Note Rate

            	 
	
              Class
                A-1 Note Final Scheduled Distribution Date

            	 
	
              Class
                A-1 CUSIP Number

            	 
	
              Class
                A-2a Note Original Principal Balance

            	 
	
              Class
                A-2b Note Original Principal Balance

            	 
	
              Class
                A-2a Note Rate

            	 
	
              Class
                A-2b Note Rate

            	 
	
              Class
                A-2 Note Final Scheduled Distribution Date

            	 
	
              Class
                A-2a CUSIP Number

            	 
	
              Class
                A-2b CUSIP Number

            	 
	
              Class
                A-3a Note Original Principal Balance

            	 
	
              Class
                A-3b Note Original Principal Balance

            	 
	
              Class
                A-3a Note Rate

            	 
	
              Class
                A-3b Note Rate

            	 
	
              Class
                A-3 Note Final Scheduled Distribution Date

            	 
	
              Class
                A-3a CUSIP Number

            	 
	
              Class
                A-3b CUSIP Number

            	 
	
              Class
                B Note Original Principal Balance

            	 
	
              Class
                B Note Rate

            	 
	
              Class
                B Note Final Scheduled Distribution Date

            	 
	
              Class
                B CUSIP Number

            	 
	 	 
	
              INPUTS
                FROM PREVIOUS PERIOD SERVICER REPORT

            	 
	
              Note
                Value

            	 
	
              Aggregate
                Contract Balance

            	 
	
              Number
                of Contracts

            	 
	
              Weighted
                Average Annual Percentage Rate

            	 
	
              Weighted
                Average Remaining Term

            	 
	
              Reserve
                Account Balance

            	 
	
              Class
                A-1 Note Outstanding Principal Balance

            	 
	
              Class
                A-1 Note Interest Shortfall

            	 
	
              Class
                A-2a Note Outstanding Principal Balance

            	 
	
              Class
                A-2a Note Interest Shortfall

            	 
	
              Class
                A-2b Note Outstanding Principal Balance

            	 
	
              Class
                A-2b Note Interest Shortfall

            	 
	
              Class
                A-3a Note Outstanding Principal Balance

            	 
	
              Class
                A-3a Note Interest Shortfall

            	 
	
              Class
                A-3b Note Outstanding Principal Balance

            	 
	
              Class
                A-3b Note Interest Shortfall

            	 
	
              Class
                B Note Outstanding Principal Balance

            	 
	
              Class
                B Note Interest Shortfall

            	 
	
              Servicing
                Fee Shortfall

            	 
	 	 
	
              CURRENT
                COLLECTION PERIOD ACTIVITY

            	 
	
              Total
                Interest Collections

            	 
	
              Total
                Principal Collections

            	 
	
              Residual
                Collections

            	 
	
              Warranty
                Repurchases Contracts

            	 
	
              Administrative
                Repurchases

            	 
	
              Liquidation
                Proceeds

            	 
	
              Reserve
                Account Reinvestment Income

            	 
	
              Total
                Available Amount

            	 
	 	 
	
              Beginning
                Note Value

            	 
	
              Ending
                Note Value

            	 
	
              Beginning
                Aggregate Contract Balance

            	 
	
              Ending
                Aggregate Contract Balance

            	 
	
              Number
                of Contracts at Beginning of Period

            	 
	
              Number
                of Contracts at End of Period

            	 
	
              Weighted
                Average Annual Percentage Rate

            	 
	
              Weighted
                Average Remaining Term

            	 
	
              Cumulative
                Prepayment Rate

            	 
	
              Aggregate
                Scheduled Amounts 31-60 days past due

            	 
	
              Aggregate
                Scheduled Amounts 61-90 days past due

            	 
	
              Aggregate
                Scheduled Amounts 91-120 days past due

            	 
	
              Aggregate
                Scheduled Amounts 121 days or more past due

            	 
	
              Net
                Losses on Liquidated Receivables this Period

            	 
	
              Repossessed
                Equipment not Sold or Reassigned (Beginning)

            	 
	
              Repossessed
                Equipment not Sold or Reassigned (End)

            	 
	 	 
	
              CALCULATION
                OF DISTRIBUTABLE AMOUNTS

            	 
	
              Servicing
                Fee Due

            	 
	
              Is
                CFSC or Affiliate Servicer (Yes / No)?

            	 
	
              Has
                Reserve Account Reached the Specified Reserve Account Balance (Yes
                /
                No)?

            	 
	 	 
	
              Administration
                Fee

            	 
	
              Amount
                of Net Swap Payment or Net Swap Receipt, if any,

            	 
	
              Amount
                of Senior Swap Termination Payment paid by Issuing Entity

            	 
	
              Amount
                of Subordinated Swap Termination Payment paid by Issuing
                Entity

            	 
	
              Class
                A-1 Noteholders' Monthly Interest Distributable Amount

            	 
	
              Class
                A-1 Noteholders' Interest Carryover Shortfall

            	 
	
              Class
                A-1 Noteholders' Interest Distributable Amount

            	 
	 	 
	
              Class
                A-2a Noteholders' Monthly Interest Distributable Amount

            	 
	
              Class
                A-2a Noteholders' Interest Carryover Shortfall

            	 
	
              Class
                A-2a Noteholders' Interest Distributable Amount

            	 
	 	 
	
              Class
                A-2b Noteholders' Monthly Interest Distributable Amount

            	 
	
              Class
                A-2b Noteholders' Interest Carryover Shortfall

            	 
	
              Class
                A-2b Noteholders' Interest Distributable Amount

            	 
	 	 
	
              Class
                A-3a Noteholders' Monthly Interest Distributable Amount

            	 
	
              Class
                A-3a Noteholders' Interest Carryover Shortfall

            	 
	
              Class
                A-3a Noteholders' Interest Distributable Amount

            	 
	 	 
	
              Class
                A-3b Noteholders' Monthly Interest Distributable Amount

            	 
	
              Class
                A-3b Noteholders' Interest Carryover Shortfall

            	 
	
              Class
                A-3b Noteholders' Interest Distributable Amount

            	 
	 	 
	
              Class
                A Noteholders' Monthly Interest Distributable Amount

            	 
	
              Class
                A Noteholders' Interest Carryover Shortfall

            	 
	
              Class
                A Noteholders' Interest Distributable Amount

            	 
	 	 
	
              First
                Priority Principal Distribution Amount

            	 
	 	 
	
              Class
                B Noteholders' Monthly Interest Distributable Amount

            	 
	
              Class
                B Noteholders' Interest Carryover Shortfall

            	 
	
              Class
                B Noteholders' Interest Distributable Amount

            	 
	 	 
	
              Regular
                Principal Distribution Amount

            	 
	 	 
	
              Net
                Excess Spread Amount

            	 
	 	 
	
              Total
                Required Payment

            	 
	 	 
	
              Draw
                from Reserve Account

            	 
	 	 
	
              Total
                Distribution Amount

            	 
	 	 
	
              Excess
                Cash flow deposited to Certificate Distribution Account

            	 
	 	 
	 	 
	
              DISTRIBUTIONS
                FROM COLLECTION ACCOUNT

            	 
	
              1.   Servicing
                Fee

            	 
	
              2.   Administration
                Fee

            	 
	
              3.   Net
                Swap Payment, if any

            	 
	
              4.   Pro
                Rata (a) Class A Noteholders' Interest Distributable Amount to Class
                A
                Noteholders and (b) Senior Swap Termination Payment to Swap
                Counterparty

            	 
	
              5.   First
                Priority Principal Distribution Amount to Principal Distribution
                Account

            	 
	
              6.   Class
                B Noteholders' Interest Distributable Amount to Class B
                Noteholders

            	 
	
              7.   Regular
                Principal Distribution Amount to Principal Distribution
                Account

            	 
	
              8.   Deposit
                to Reserve Account

            	 
	
              9.  Pro
                rata, (a) Indenture Trustee Fees and (b) State taxes

            	 
	
              10.  Subordinated
                Swap Termination Payment, if any

            	 
	
              11.  Deposit
                to Certificate Distribution Account

            	 
	 	 
	
              DISTRIBUTIONS
                FROM PRINCIPAL DISTRIBUTION ACCOUNT

            	 
	
              1.   Principal
                to Class A-1 Noteholders

            	 
	
              2.   Principal
                to Class A-2 Noteholders

            	 
	
              a.   Principal
                to Class A-2a Noteholders

            	 
	
              b.   Principal
                to Class A-2b Noteholders

            	 
	
              3.   Principal
                to Class A-3 Noteholders

            	 
	
              a.   Principal
                to Class A-3a Noteholders

            	 
	
              b.   Principal
                to Class A-3b Noteholders

            	 
	
              4.   Principal
                to Class B Noteholders

            	 
	
              5.   Deposit
                to Certificate Distribution Account

            	 
	 	 
	
              RECONCILIATION
                OF RESERVE ACCOUNT

            	 
	
              Beginning
                Reserve Account Balance

            	 
	
              Draw
                from Reserve Account to cover shortfalls

            	 
	
              Interim
                Specified Reserve Account Balance

            	 
	
              Deposit
                to Reserve Account Needed

            	 
	
              Deposit
                to Reserve Account from Collection Account

            	 
	
              Specified
                Reserve Account Balance

            	 
	
              Reserve
                Account Release deposited into Certificate Distribution
                Account

            	 
	
              Ending
                Reserve Account Balance

            	 
	 	 
	
              SUMMARY
                OF DISTRIBUTIONS

            	 
	
              Servicing
                Fee Paid to Servicer

            	 
	
              Servicing
                Fee Shortfall

            	 
	
              Administration
                Fee

            	 
	
              Net
                Swap Payment, if any

            	 
	
              Senior
                Swap Termination Payment, if any

            	 
	
              Class
                A-1 Interest Paid

            	 
	
              Class
                A-1 Interest Shortfall

            	 
	
              Class
                A-1 Principal Paid

            	 
	
              Ending
                Class A-1 Principal Balance

            	 
	 	 
	
              Class
                A-2a Interest Paid

            	 
	
              Class
                A-2a Interest Shortfall

            	 
	
              Class
                A-2a Principal Paid

            	 
	
              Ending
                Class A-2a Principal Balance

            	 
	 	 
	
              Class
                A-2b Interest Paid

            	 
	
              Class
                A-2b Interest Shortfall

            	 
	
              Class
                A-2b Principal Paid

            	 
	
              Ending
                Class A-2b Principal Balance

            	 
	 	 
	
              Class
                A-3a Interest Paid

            	 
	
              Class
                A-3a Interest Shortfall

            	 
	
              Class
                A-3a Principal Paid

            	 
	
              Ending
                Class A-3a Principal Balance

            	 
	 	 
	
              Class
                A-3b Interest Paid

            	 
	
              Class
                A-3b Interest Shortfall

            	 
	
              Class
                A-3b Principal Paid

            	 
	
              Ending
                Class A-3b Principal Balance

            	 
	 	 
	
              Class
                B Interest Paid

            	 
	
              Class
                B Interest Shortfall

            	 
	
              Class
                B Principal Paid

            	 
	
              Ending
                Class B Principal Balance

            	 
	 	 
	
              Subordinated
                Swap Termination Payment, if any

            	 
	 	 
	
              Deposit
                to Certificate Distribution Account

            	 
	 	 
	
              CERTIFICATEHOLDER
                INFORMATION

            	 
	 	 
	
              CALCULATION
                OF DISTRIBUTABLE AMOUNTS

            	 
	
              Deposit
                to Certificate Distribution Account from Collection Account
                plus

            	 
	
              Deposit
                to Certificate Distribution Account from Principal Distribution
                Account

            	 
	
              Deposit
                to Certificate Distribution Account from Reserve Account

            	 
	
              Total
                Deposit to Certificate Distribution Account

            	 
	 	 
	
              DISTRIBUTIONS
                FROM CERTIFICATE DISTRIBUTION ACCOUNT

            	 
	
              Amounts
                Paid to Certificateholders

            	 
	 	 
	
              NOTEHOLDER
                INFORMATION

            	 
	 	 
	
              (i)
                Amount of principal being paid on Notes

            	 
	 	 
	
                  (a)
                Class A-1 Notes (CUSIP No. [____])

            	 
	
                        per
                $1,000 original principal balance

            	 
	 	 
	
                  (b)
                Class A-2a Notes (CUSIP No. [____])

            	 
	
                        per
                $1,000 original principal balance

            	 
	 	 
	
                  (c)
                Class A-2b Notes (CUSIP No. [_____])

            	 
	
                        per
                $1,000 original principal balance

            	 
	 	 
	
                  (d)
                Class A-3a Notes (CUSIP No. [____])

            	 
	
                        per
                $1,000 original principal balance

            	 
	 	 
	
                  (e)
                Class A-3b Notes (CUSIP No. [_____])

            	 
	
                        per
                $1,000 original principal balance

            	 
	 	 
	
                  (f)
                Class B Notes (CUSIP No. [_____])

            	 
	
                        per
                $1,000 original principal balance

            	 
	 	 
	
                  (g)
                Total

            	 
	 	 
	 	 
	
              (ii) Amount
                of interest being paid on Notes

            	 
	 	 
	
                  (a)
                Class A-1 Notes (CUSIP No. [____])

            	 
	
                        per
                $1,000 original principal balance

            	 
	 	 
	
                  (b)
                Class A-2a Notes (CUSIP No. [____])

            	 
	
                        per
                $1,000 original principal balance

            	 
	 	 
	
                  (c)
                Class A-2b Notes (CUSIP No. [_____])

            	 
	
                        per
                $1,000 original principal balance

            	 
	 	 
	
                  (d)
                Class A-3a Notes (CUSIP No. [____])

            	 
	
                        per
                $1,000 original principal balance

            	 
	 	 
	
                  (e)
                Class A-3b Notes (CUSIP No. [_____])

            	 
	
                        per
                $1,000 original principal balance

            	 
	 	 
	
                  (f)
                Class B Notes (CUSIP No. [_____])

            	 
	
                        per
                $1,000 original principal balance

            	 
	 	 
	
                  (g)
                Total

            	 
	 	 
	
              (iii)
                (a) Aggregate Contract Balance at beginning of related collection
                period

            	 
	
                     (b)
                Aggregate Contract Balance at end of related collection
                period

            	 
	
                     (c)
                Note Value at beginning of related collection period

            	 
	
                     (d)
                Note Value at end of related collection period

            	 
	 	 
	
              (iv)
                Before and after giving effect to distributions on this Distribution
                Date

            	 
	 	 
	
                    (a)
                (1) outstanding principal amount of Class A-1 Notes

            	 
	
                          (2)
                outstanding principal amount of Class A-1 Notes

            	 
	
                          (3)
                Class A-1 Note Pool Factor

            	 
	
                          (4)
                Class A-1 Note Pool Factor

            	 
	 	 
	
                    (b)
                (1) outstanding principal amount of Class A-2 Notes

            	 
	
                          (2)
                outstanding principal amount of Class A-2 Notes

            	 
	
                          (3)
                outstanding principal amount of Class A-2a Notes

            	 
	
                          (4)
                outstanding principal amount of Class A-2a Notes

            	 
	
                          (5)
                Class A-2a Note Pool Factor

            	 
	
                          (6)
                Class A-2a Note Pool Factor

            	 
	
                          (7)
                outstanding principal amount of Class A-2b Notes

            	 
	
                          (8)
                outstanding principal amount of Class A-2b Notes

            	 
	
                          (9)
                Class A-2b Note Pool Factor

            	 
	
                          (10)
                Class A-2b Note Pool Factor

            	 
	 	 
	
                    (c)
                (1) outstanding principal amount of Class A-3 Notes

            	 
	
                          (2)
                outstanding principal amount of Class A-3 Notes

            	 
	
                          (3)
                outstanding principal amount of Class A-3a Notes

            	 
	
                          (4)
                outstanding principal amount of Class A-3a Notes

            	 
	
                          (5)
                Class A-3a Note Pool Factor

            	 
	
                          (6)
                Class A-3a Note Pool Factor

            	 
	
                          (7)
                outstanding principal amount of Class A-3b Notes

            	 
	
                          (8)
                outstanding principal amount of Class A-3b Notes

            	 
	
                          (9)
                Class A-3b Note Pool Factor

            	 
	
                          (10)
                Class A-3b Note Pool Factor

            	 
	 	 
	
                    (d)
                (1) outstanding principal amount of Class B Notes

            	 
	
                          (2)
                outstanding principal amount of Class B Notes

            	 
	
                          (3)
                Class B Note Pool Factor

            	 
	
                          (4)
                Class B Note Pool Factor

            	 
	 	 
	
              (v)
                Amount of Servicing Fee paid

            	 
	 	 
	
              (vi)
                Amount of Administration Fee being paid

            	 
	 	 
	
              (vii)
                Amount of Net Swap Payment

            	 
	 	 
	
              (viii)
                Amount of Swap Termination Payments paid by the Issuing
                Entity

            	 
	 	 
	
              (ix)
                Other expenses being paid

            	 
	 	 
	
              (x)  Cumulative
                Prepayment Rate for the related Collection Period

            	 
	 	 
	
              (xi)
                Three-Month Rolling Over 60-Day Delinquency Percentage

            	 
	 	 
	
              (xii)
                Aggregate Amount of Realized Losses for the related Collection
                Period

            	 
	 	 
	
              (xiii)
                Aggregate amount of Cumulative Realized Losses through the related
                Collection period

            	 
	 	 
	
              (xiv)
                Aggregate Purchase Amounts for the related Collection
                Period

            	 
	 	 
	
              (xv)
                (a) Balance of Reserve Account at beginning of related Collection
                Period

            	 
	
                      (b)
                Balance of Reserve Account at end of related Collection
                Period

            	 
	 	 
	
              (xvi)
                Specified Reserve Account Balance at end of related Collection
                Period

            	 
	 	 


    

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SCHEDULE
      D

     

    TRUSTEE
      INSTRUCTIONS

     

    The
      undersigned hereby certify that (i) they are, respectively, a duly elected
      [title] and [title] of Caterpillar Financial Services Corporation and (ii)
      Exhibit A hereto complies with the requirements of, and is being
      delivered pursuant to, Section 5.05(b) of the Sale and Servicing
      Agreement (the "Sale and Servicing Agreement") dated as of September 1, 2007
      between Caterpillar Financial Asset Trust 2007-A, Caterpillar Financial Funding
      Corporation and Caterpillar Financial Services Corporation.

     

    


     

    Dated:                                                      

    Name:

    Title:

    


    


    Name:

    Title:

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    

    EXHIBIT
      A

    TO
      SCHEDULE D

    


    
      	
              TRUSTEE
                INSTRUCTIONS

            	 
	
               

              Attn:  Melissa
                Rosal, Vice President

            	 
	
                         U.S.
                Bank National Association

            	 
	
                         Fax:  (312)
                325-8905

            	 
	 	 
	
              Re:  Caterpillar
                Financial Asset Trust 2007-A,   Account
                #[______]

            	 
	 	 
	
              Please
                make the following distributions from the above referenced
                account:

            	 
	 	 
	
              (i
                )      Payment of Servicing Fee (including
                any previously unpaid Servicing  Fees) to Servicer pursuant to
                Section 5.05 (b)(i ):

            	 
	 	 
	
              (ii)      to
                the Administrator under the Administration Agreement, the

            	 
	
              Administration
                Fee (including any previously unpaid Administration Fees) pursuant
                to
                Section 5.05(b)(ii):

            	 
	 	 
	
              (iii)     to
                the Swap Counterparty, any Net Swap Payment pursuant to Section
                5.05(b)(iii):

            	 
	 	 
	
              (iv)     Class
                A Noteholders' Interest Distributable Amount to be remitted to the
                Class A
                Noteholders pursuant to Section 5.05(b) (iv):

            	 
	 	 
	
              (v)      to
                the Swap Counterparty, any Senior Swap Termination Payment pursuant
                to
                Section 5.05(b)(iv):

            	 
	 	 
	
              (vi)    Amount
                of First Priority Principal Distribution Amount to be deposited to
                the
                Principal Distribution Account pursuant to Section 5.05 (b) (v)
                :

            	 
	 	 
	
              (vii)  Class
                B Noteholders' Interest Distributable Amount to be remitted to the
                Class B
                Noteholders pursuant to Section 5.05(b)(vi):

            	 
	 	 
	
              (viii)    Amount
                of the Regular Principal Distribution to be deposited to the Principal
                Distribution Account pursuant to Section 5.05(b)(vii):

            	 
	 	 
	
              (ix)     Deposit
                to Reserve Account pursuant to Section 5.05 (b)(viii):

            	 
	 	 
	
              (x)    to
                the Indenture Trustee under the Indenture, all unpaid Indenture Trustee
                fees and expenses pursuant to Section 5.05(b)(ix):

            	 
	 	 
	
              (xi)    to
                the Issuing Entity under Section 5.05(b)(ix), the amount of any State
                taxes payable by the Issuing Entity:

            	 
	 	 
	
              (xii)    to
                the Swap Counterparty, any Subordinated Swap Termination Payment,
                pursuant
                to Section 5.05(b)(x):

            	 
	 	 
	
              (xiii)  The
                amount to be deposited to the Certificate Distribution Account pursuant
                to
                Section 5.05 (b) (xi) for distribution to the holders of the
                Certificates:

            	 
	 	 
	
              (xiv)    Amount
                to be distributed from the Principal Distribution Account to
                each  Class of Noteholders, and to the holders of the
                Certificates:

            	 
	 	 
	
              (xv)   Amount
                to be withdrawn from the Reserve Account and deposited to the Collection
                Account pursuant to Section 5.06(b); and

            	 
	 	 
	
              (xvi)    Amount
                to be withdrawn from the Reserve Account and deposited to the Certificate
                Distribution Account pursuant to Section 5.06(c):

            	 
	 	 
	 	 
	
              Wire
                instructions for Certificate Distribution Account:

            	 
	 	 
	
              The
                Bank of New York

            	 
	
                          New
                York, NY

            	 
	
                          ABA#
                021 000 018

              Account
                GLA#111565

               

            	 
	
                          FOR
                FURTHER CREDIT TO:

            	 
	
                          TAS
                Account # [__________]

            	 
	
                          Reference:  Cat
                Financial 2007-A Certificate Distribution Account

            	 
	
                          Attention:  Cynthia
                Davis Tel: (312) 827-8553

                                                                    Fax:
                (312) 827-8563

            	 
	 	 
	 	 
	
              Wire
                instructions when remitting Excess Reserve and amounts

            	 
	
              due
                Depositor (when not sent to Certificate Distribution
                Account):

            	 
	 	 
	
                          The
                Bank of New York

            	 
	
                          ABA#
                021000018

              Account
                GLA#111565

            	 
	
                          FOR
                FURTHER CREDIT TO:

            	 
	
                          Caterpillar
                Financial Funding Corporation

            	 
	
                          TAS
                Account # [__________]

            	 
	
                          Reference:  CAT
                FIN 2007-A

            	 
	 	 
	
              Servicer
                Contact:  Dena Kinnard  (615) 341-8459

            	 
	
                                            Caterpillar
                Financial Services Corporation