ex4_1.htm


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      

      

    

    


     

    Exhibit
      4.1

     

    INDENTURE

     

    


     

    CATERPILLAR
      FINANCIAL ASSET TRUST 2007-A

     

    Class
      A-1 5.67225% Asset Backed Notes

     

    Class
      A-2a 5.40% Asset Backed Notes

     

    Class
      A-2b Floating Rate Asset Backed Notes

     

    Class
      A-3a 5.34% Asset Backed Notes

     

    Class
      A-3b Floating Rate Asset Backed Notes

     

    Class
      B 6.18% Asset Backed Notes

     

    


     

    Dated
      as of September 1, 2007

     

     

    


     

    


     

    U.S.
      BANK NATIONAL ASSOCIATION

     

    Indenture
      Trustee

     

    


    
      

      

    

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    RECONCILIATION
      AND TIE BETWEEN TRUST INDENTURE

     

    ACT
      OF 1939 AND INDENTURE PROVISIONS*

     

    
      	
              Trust
                Indenture Act Section

            	
              Indenture
                Section

            
	
              310(a)(1)                                                                           

            	
              6.11

            
	
              (a)(2)                                                                      

            	
              6.11

            
	
              (a)(3)                                                                      

            	
              6.10

            
	
              (a)(4)                                                                      

            	
              Not
                Applicable

            
	
              (b)                                                                      

            	
              6.08,
                6.11

            
	
              (c)                                                                      

            	
              Not
                Applicable

            
	
              311(a)                                                                           

            	
              6.12

            
	
              (b)                                                                      

            	
              6.12

            
	
              312(a)                                                                           

            	
              7.01(a)

            
	
              (b)                                                                      

            	
              7.02(b)

            
	
              (c)                                                                      

            	
              7.02(c)

            
	
              313(a)                                                                           

            	
              7.04

            
	
              (b)                                                                      

            	
              7.04

            
	
              (c)                                                                      

            	
              7.04

            
	
              (d)                                                                      

            	
              7.04

            
	
              314(a)                                                                           

            	
              3.09,
                7.03(a)

            
	
              (b)                                                                      

            	
              3.06

            
	
              (c)(1)                                                                      

            	
              2.09,
                8.04(b), 11.01(a)

            
	
              (c)(2)                                                                      

            	
              2.09,
                8.04(b), 11.01(a)

            
	
              (c)(3)                                                                      

            	
              2.09,
                8.04(b), 11.01(a)

            
	
              (d)(1)                                                                      

            	
              2.09,
                8.04(b), 11.01(a)

            
	
              (d)(2)                                                                      

            	
              Not
                Applicable

            
	
              (d)(3)                                                                      

            	
              Not
                Applicable

            
	
              (e)                                                                      

            	
              11.01(a)

            
	
              315(a)                                                                           

            	
              6.01(b)

            
	
              (b)                                                                      

            	
              6.05

            
	
              (c)                                                                      

            	
              6.01(a)

            
	
              (d)                                                                      

            	
              6.01(b)

            
	
              (d)(1)                                                                      

            	
              6.01(b)

            
	
              (d)(2)                                                                      

            	
              6.01(c)

            
	
              (d)(3)                                                                      

            	
              6.01(c)

            
	
              (e)                                                                      

            	
              5.13

            
	
              316(a)(1)(A)                                                                           

            	
              5.11

            
	
              316(a)(1)(B)                                                                           

            	
              5.12

            
	
              316(a)(2)                                                                           

            	
              Not
                Applicable

            
	
              316(b)                                                                           

            	
              5.07

            
	
              317(a)(1)                                                                           

            	
              5.03

            
	
              317(a)(2)                                                                           

            	
              5.03

            
	
              317(b)                                                                           

            	
              5.03

            
	
              318(a)                                                                           

            	
              11.07

            


    

    

      

    

      
      *  This
        reconciliation and tie shall not, for any purpose, be deemed to be part of
        the
        within indenture.

    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

    
 

    
       

       

      
              

                  TABLE
            OF
            CONTENTS      
      

                  
      
      

                  Page  

        

      

    


    
      	
              ARTICLE
                I

            	
              DEFINITIONS
                AND INCORPORATION BY
                REFERENCE...........................................................................................................3

            	
               

            


    

     

    
      	
               

            	
              SECTION
                1.01. 
                Definitions................................................................................................................................................3

            


    

    
      	
               

            	
              SECTION
                1.02.  Other Definitional
                Provisions...................................................................................................................14

            


    

    
      	
               

            	
              SECTION
                1.03.  Incorporation by Reference of Trust Indenture
                Act..................................................................................14

            


    

    
      	
               

            	
              SECTION
                1.04.  Calculations of
                Interest...........................................................................................................................15

            


    

     

    
      	
              ARTICLE
                II

            	
              THE
                NOTES.....................................................................................................................................................................................15 

            	
               

            


    

     

    
      	
               

            	
              SECTION
                2.01. 
                Form.....................................................................................................................................................15

            


    

    
      	
               

            	
              SECTION
                2.02.  Execution, Authentication and
                Delivery....................................................................................................15

            


    

    
      	
               

            	
              SECTION
                2.03.  Temporary
                Notes...................................................................................................................................16

            


    

    
      	
               

            	
              SECTION
                2.04.  Registration; Registration of Transfer and
                Exchange.................................................................................16

            


    

    
      	
               

            	
              SECTION
                2.05.  Mutilated, Destroyed, Lost or Stolen
                Notes............................................................................................17

            


    

    
      	
               

            	
              SECTION
                2.06.  Persons Deemed
                Owner.........................................................................................................................18

            


    

    
      	
               

            	
              SECTION
                2.07.  Payment of Principal and Interest; Defaulted
                Interest...............................................................................19

            


    

    
      	
               

            	
              SECTION
                2.08. 
                Cancellation...........................................................................................................................................20

            


    

    
      	
               

            	
              SECTION
                2.09.  Release of
                Collateral...............................................................................................................................20

            


    

    
      	
               

            	
              SECTION
                2.10.  Book-Entry
                Notes..................................................................................................................................20

            


    

    
      	
               

            	
              SECTION
                2.11.  Notices to Clearing
                Agency....................................................................................................................21

            


    

    
      	
               

            	
              SECTION
                2.12.  Definitive
                Notes......................................................................................................................................21

            


    

    
      	
               

            	
              SECTION
                2.13.  Representations and Covenants by Noteholders and Note
                Owners..........................................................21

            


    

    
      	
               

            	
              SECTION
                2.14.  Tax
                Treatment........................................................................................................................................22

            


    

    
      	
               

            	
              SECTION
                2.15.  The Interest Rate Swap
                Agreement.........................................................................................................22

            


    

     

    
      	
              ARTICLE III

            	
              COVENANTS....................................................................................................................................................................................23

            


    

     

    
      	
               

            	
              SECTION
                3.01.  Payment of Principal and
                Interest...........................................................................................................23

            


    

    
      	
               

            	
              SECTION
                3.02.  Maintenance of Office or
                Agency...........................................................................................................23

            


    

    
      	
               

            	
              SECTION
                3.03.  Money for Payments To Be Held in
                Trust...............................................................................................23

            


    

    
      	
               

            	
              SECTION
                3.04. 
                Existence...............................................................................................................................................25

            


    

    
      	
               

            	
              SECTION
                3.05.  Protection of Trust
                Estate.......................................................................................................................25

            


    

    
      	
               

            	
              SECTION
                3.06.  Opinions as to Trust
                Estate.....................................................................................................................25

            


    

    
      	
               

            	
              SECTION
                3.07.  Performance of Obligations; Servicing of
                Receivables..............................................................................26

            


    

    
      	
               

            	
              SECTION
                3.08.  Negative
                Covenants...............................................................................................................................28

            


    

    
      	
               

            	
              SECTION
                3.09.  Statements as to
                Compliance..................................................................................................................28

            


    

    
      	
               

            	
              SECTION
                3.10.  Issuing Entity May Consolidate, etc., Only on Certain
                Terms...................................................................29

            


    

    
      	
               

            	
              SECTION
                3.11.  Successor or
                Transferee.........................................................................................................................30

            


    

    
      	
               

            	
              SECTION
                3.12.  No Other
                Business.................................................................................................................................30

            


    

    
      	
               

            	
              SECTION
                3.13.  No
                Borrowing........................................................................................................................................31

            


    

    
      	
               

            	
              SECTION
                3.14.  Servicer's
                Obligations.............................................................................................................................31

            


    

    
      	
               

            	
              SECTION
                3.15.  Guarantees, Loans, Advances and Other
                Liabilities.................................................................................31

            


    

    
      	
               

            	
              SECTION
                3.16.  Capital
                Expenditures...............................................................................................................................31

            


    

    
      	
               

            	
              SECTION
                3.17.  Removal of
                Administrator.......................................................................................................................31

            


    

    
      	
               

            	
              SECTION
                3.18.  Restricted
                Payments...............................................................................................................................31

            


    

    
      	
               

            	
              SECTION
                3.19.  Notice of Events of
                Default.....................................................................................................................31

            


    

    
      	
               

            	
              SECTION
                3.20.  Further Instruments and
                Acts..................................................................................................................32

            


    

     

    
      	
              ARTICLE IV

            	
              SATISFACTION
                AND
                DISCHARGE...............................................................................................................................................32

            


    

     

    
      	
               

            	
              SECTION
                4.01.  Satisfaction and Discharge of
                Indenture...................................................................................................32

            


    

    
      	
               

            	
              SECTION
                4.02.  Application of Trust
                Money....................................................................................................................33

            


    

    
      	
               

            	
              SECTION
                4.03.  Repayment of Monies Held by Paying
                Agent...........................................................................................33

            


    

     

    
      	
              ARTICLE V

            	
              REMEDIES.........................................................................................................................................................................................34

            


    

     

    
      	
               

            	
              SECTION
                5.01.  Events of
                Default....................................................................................................................................34

            


    

    
      	
               

            	
              SECTION
                5.02.  Acceleration of Maturity; Rescission and
                Annulment................................................................................35

            


    

    
      	
               

            	
              SECTION
                5.03.  Collection of Indebtedness and Suits for Enforcement by
                Indenture
                Trustee.............................................36

            


    

    
      	
               

            	
              SECTION
                5.04.  Remedies;
                Priorities................................................................................................................................38

            


    

    
      	
               

            	
              SECTION
                5.05.  Optional Preservation of the
                Receivables.................................................................................................40

            


    

    
      	
               

            	
              SECTION
                5.06.  Limitation of
                Suits...................................................................................................................................40

            


    

    
      	
               

            	
              SECTION
                5.07.  Unconditional Rights of Noteholders to Receive Principal and
                Interest; Unconditional Right of Swap

                                         
                Counterparty to Receive
                ........................................................................................................................41

            


    

    
      	
               

            	
              SECTION
                5.08.  Restoration of Rights and
                Remedies........................................................................................................41

            


    

    
      	
               

            	
              SECTION
                5.09.  Rights and Remedies
                Cumulative.............................................................................................................41

            


    

    
      	
               

            	
              SECTION
                5.10.  Delay or Omission Not a
                Waiver............................................................................................................41

            


    

    
      	
               

            	
              SECTION
                5.11.  Control by
                Noteholders..........................................................................................................................42

            


    

    
      	
               

            	
              SECTION
                5.12.  Waiver of Past
                Defaults..........................................................................................................................42

            


    

    
      	
               

            	
              SECTION
                5.13.  Undertaking for
                Costs............................................................................................................................43

            


    

    
      	
               

            	
              SECTION
                5.14.  Waiver of Stay or Extension
                Laws..........................................................................................................43

            


    

    
      	
               

            	
              SECTION
                5.15.  Action on
                Notes.....................................................................................................................................43

            


    

    
      	
               

            	
              SECTION
                5.16.  Performance and Enforcement of Certain
                Obligations..............................................................................43

            


    

     

    
      	
              ARTICLE VI

            	
              THE
                INDENTURE
                TRUSTEE............................................................................................................................................................44

            


    

     

    
      	
               

            	
              SECTION
                6.01.  Duties of Indenture
                Trustee.....................................................................................................................44

            


    

    
      	
               

            	
              SECTION
                6.02.  Rights of Indenture
                Trustee.....................................................................................................................46

            


    

    
      	
               

            	
              SECTION
                6.03.  Individual Rights of Indenture
                Trustee......................................................................................................46

            


    

    
      	
               

            	
              SECTION
                6.04.  Indenture Trustee's
                Disclaimer................................................................................................................46

            


    

    
      	
               

            	
              SECTION
                6.05.  Notice of
                Defaults..................................................................................................................................47

            


    

    
      	
               

            	
              SECTION
                6.06.  Reports by Indenture Trustee to
                Holders.................................................................................................47

            


    

    
      	
               

            	
              SECTION
                6.07.  Compensation and
                Indemnity..................................................................................................................47

            


    

    
      	
               

            	
              SECTION
                6.08.  Replacement of Indenture
                Trustee...........................................................................................................47

            


    

    
      	
               

            	
              SECTION
                6.09.  Successor Indenture Trustee by
                Merger..................................................................................................48

            


    

    
      	
               

            	
              SECTION
                6.10.  Appointment of Co-Trustee or Separate Indenture
                Trustee......................................................................49

            


    

    
      	
               

            	
              SECTION
                6.11.  Eligibility;
                Disqualification........................................................................................................................50

            


    

    
      	
               

            	
              SECTION
                6.12.  Preferential Collection of Claims Against Issuing
                Entity............................................................................51

            


    

    
      	
               

            	
              
                SECTION
                  6.13.  Representations and Warranties of the Indenture
                  Trustee.........................................................................51

              

            


    

    
      	
               

            	
              
                SECTION
                  6.14.  Interest Rate Swap Agreement
                  Provisions...............................................................................................51

              

            


    

     

    
      	
              ARTICLE VII

            	
              NOTEHOLDERS'
                LISTS AND
                REPORTS........................................................................................................................................55

            


    

     

    
      	
               

            	
              SECTION
                7.01.  Issuing Entity To Furnish Indenture Trustee Names and
                Addresses of
                Noteholders..................................55

            


    

    
      	
               

            	
              SECTION
                7.02.  Preservation of Information; Communications to
                Noteholders..................................................................55

            


    

    
      	
               

            	
              SECTION
                7.03.  Reports by Issuing
                Entity........................................................................................................................55

            


    

    
      	
               

            	
              SECTION
                7.04.  Reports by Indenture
                Trustee.................................................................................................................56

            


    

     

    
      	
              ARTICLE VIII

            	
              ACCOUNTS,
                DISBURSEMENTS AND
                RELEASES.......................................................................................................................56

            


    

     

    
      	
               

            	
              SECTION
                8.01.  Collection of
                Money...............................................................................................................................56

            


    

    
      	
               

            	
              SECTION
                8.02.  Trust
                Accounts.......................................................................................................................................56

            


    

    
      	
               

            	
              SECTION
                8.03.  General Provisions Regarding
                Accounts..................................................................................................57

            


    

    
      	
               

            	
              SECTION
                8.04.  Release of Trust
                Estate...........................................................................................................................57

            


    

    
      	
               

            	
              SECTION
                8.05.  Opinion of
                Counsel.................................................................................................................................58

            


    

     

    
      	
              ARTICLE IX

            	
              SUPPLEMENTAL
                INDENTURES....................................................................................................................................................58

            


    

     

    
      	
               

            	
              SECTION
                9.01.  Supplemental Indentures Without Consent of
                Noteholders.......................................................................58

            


    

    
      	
               

            	
              SECTION
                9.02.  Supplemental Indentures with Consent of
                Noteholders............................................................................59

            


    

    
      	
               

            	
              SECTION
                9.03.  Execution of Supplemental
                Indentures.....................................................................................................61

            


    

    
      	
               

            	
              SECTION
                9.04.  Effect of Supplemental
                Indenture.............................................................................................................61

            


    

    
      	
               

            	
              SECTION
                9.05.  Conformity With Trust Indenture
                Act......................................................................................................61

            


    

    
      	
               

            	
              SECTION
                9.06.  Reference in Notes to Supplemental
                Indentures.......................................................................................61

            


    

     

    
      	
              ARTICLE X

            	
              PREPAYMENT
                IN FULL OF
                NOTES..............................................................................................................................................62

            


    

     

    
      	
               

            	
              SECTION
                10.01. 
                Prepayment..........................................................................................................................................62

            


    

    
      	
               

            	
              SECTION
                10.02.  Form of Prepayment
                Notice.................................................................................................................62

            


    

    
      	
               

            	
              SECTION
                10.03.  Notes Payable on Prepayment
                Date......................................................................................................62

            


    

     

    
      	
              ARTICLE XI

            	
              MISCELLANEOUS...........................................................................................................................................................................63

            


    

     

    
      	
               

            	
              SECTION
                11.01.  Compliance Certificates and Opinions
                etc.............................................................................................63

            


    

    
      	
               

            	
              SECTION
                11.02.  Form of Documents Delivered to Indenture
                Trustee...............................................................................64

            


    

    
      	
               

            	
              SECTION
                11.03.  Acts of
                Noteholders.............................................................................................................................65

            


    

    
      	
               

            	
              SECTION
                11.04.  Notices, etc. to Indenture Trustee, Issuing Entity and Rating
                Agencies....................................................66

            


    

    
      	
               

            	
              SECTION
                11.05.  Notices to Noteholders;
                Waiver...........................................................................................................66

            


    

    
      	
               

            	
              SECTION
                11.06.  Alternate Payment and Notice
                Provisions..............................................................................................67

            


    

    
      	
               

            	
              SECTION
                11.07.  Conflict with Trust Indenture
                Act..........................................................................................................67

            


    

    
      	
               

            	
              SECTION
                11.08.  Effect of Headings and Table of
                Contents..............................................................................................67

            


    

    
      	
               

            	
              SECTION
                11.09.  Successors and
                Assigns........................................................................................................................67

            


    

    
      	
               

            	
              SECTION
                11.10. 
                Severability..........................................................................................................................................67

            


    

    
      	
               

            	
              SECTION
                11.11.  Benefits of
                Indenture.............................................................................................................................67

            


    

    
      	
               

            	
              SECTION
                11.12.  Legal
                Holidays.....................................................................................................................................68

            


    

    
      	
               

            	
              SECTION
                11.13.  GOVERNING
                LAW...........................................................................................................................68

            


    

    
      	
               

            	
              SECTION
                11.14. 
                Counterparts........................................................................................................................................68

            


    

    
      	
               

            	
              SECTION
                11.15.  Recording of
                Indenture.........................................................................................................................68

            


    

    
      	
               

            	
              SECTION
                11.16.  Trust
                Obligation....................................................................................................................................68

            


    

    
      	
               

            	
              SECTION
                11.17.  No
                Petition...........................................................................................................................................69

            


    

    
      	
               

            	
              SECTION
                11.18. 
                Inspection............................................................................................................................................69

            


    

    
      	
               

            	
              SECTION
                11.19.  Interest Rate Swap
                Agreement.............................................................................................................69

            


    

    
      	
               

            	
              SECTION
                11.20.  Limitation of
                Rights...............................................................................................................................71

            


    

     

    
      	
              ARTICLE XII

            	
              REGULATION
                AB
                COMPLIANCE..................................................................................................................................................71

            


    

     

    
      	
               

            	
              SECTION
                12.01.  Intent of the Parties;
                Reasonableness.....................................................................................................71

            


    

    
      	
               

            	
              SECTION
                12.02.  Additional Representations and Warranties of the Indenture
                Trustee......................................................71

            


    

    
      	
               

            	
              SECTION
                12.03.  Information to Be Provided by the Indenture
                Trustee.............................................................................72

            


    

    
      	
               

            	
              SECTION
                12.04.  Report on Assessment of Compliance and
                Attestation...........................................................................72

            


    

    
      	
               

            	
              SECTION
                12.05.  Indemnification;
                Remedies....................................................................................................................73

            


    

    


    EXHIBIT
      A                                Schedule
      of Receivables

    EXHIBIT
      B                                Form
      of Class A Note

    EXHIBIT
      C                                Form
      of Class B Note

    EXHIBIT
      D                                Servicing
      Criteria

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    



    This
      INDENTURE, dated as of September 1, 2007, is hereby executed by and between
      CATERPILLAR FINANCIAL ASSET TRUST 2007-A, a Delaware statutory trust (the
      "Issuing Entity" or the "Trust"), and U.S. BANK NATIONAL ASSOCIATION, as trustee
      and not in its individual capacity (the "Indenture Trustee").

     

    Each
      party agrees as follows for the benefit of the other party and for the benefit
      of the Holders of the Issuing Entity's Class A-1 5.67225% Asset Backed Notes,
      Class A-2a 5.40% Asset Backed Notes, Class A-2b Floating Rate Asset Backed
      Notes, Class A-3a 5.34% Asset Backed Notes and Class A-3b Floating Rate Asset
      Backed Notes (collectively, the "Class A Notes") and the Class B 6.18% Asset
      Backed Notes (the "Class B Notes", and together with the Class A Notes, the
      "Notes") as provided in this Indenture:

     

    GRANTING
      CLAUSE

     

    The
      Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date for
      the benefit of the Noteholders and the Swap Counterparty all of the Issuing
      Entity's right, title and interest, whether now owned or hereafter acquired,
      in,
      to and under (a) the Receivables, and all monies (including accrued interest)
      due thereon on or after the Cut-off Date; (b) the security interests in the
      Transaction Equipment granted by Obligors pursuant to the Receivables and any
      other interest of the Issuing Entity in the Transaction Equipment, including
      any
      Liquidation Proceeds; (c) any 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; (d) the
      Purchase Agreement, including the right assigned to the Issuing Entity to cause
      CFSC to repurchase Receivables from the Depositor as provided therein; (e)
      the
      Trust Account Property; (f) the Sale and Servicing Agreement, including all
      rights of the Depositor under the Purchase Agreement assigned to the Issuing
      Entity pursuant to the Sale and Servicing Agreement; (g) the Initial
      Interest Rate Swap Agreement and any Replacement Interest Rate Swap Agreement
      hereinafter entered into by the Issuing Entity; (h) any proceeds from
      recourse to, or other payments by, Dealers on Receivables; (i) any proceeds
      of
      repossessed or returned Transaction Equipment; (j) all accounts, chattel
      paper, deposit accounts, documents, general intangibles, goods, instruments,
      investment property, letter-of-credit rights, letters of credit, money, and
      oil,
      gas, and other minerals, consisting of, arising from, or relating to, any of
      the
      foregoing; (k) all present and future claims, demands, causes and choses in
      action in respect of any or all of the foregoing and all payments on or under
      and all proceeds of every kind and nature whatsoever in respect of any or all
      of
      the foregoing, including all proceeds, products, rents, receipts or profits
      of
      the conversion, voluntary or involuntary, into cash or other property, all
      cash
      and non-cash proceeds, accounts, accounts receivable, notes, drafts, general
      intangibles, documents, money, certificates of deposit, letters of credit,
      advices of credit, goods, investment property, acceptances, chattel paper,
      checks, deposit accounts, insurance proceeds, condemnation awards, rights to
      payment of any and every kind and other forms of obligations and receivables,
      instruments and other property consisting of, arising from or relating to all
      or
      any part of any of the foregoing or any proceeds thereof; and (l) all
      proceeds of the foregoing (collectively, the "Collateral").

     

    The
      foregoing Grant is made in trust to secure the payment of principal of and
      interest on, and any other amounts owing in respect of, the Notes, ratably
      without prejudice, priority or distinction, and to secure compliance with the
      provisions of this Indenture, all as provided in this Indenture.

     

    
      
        
        

      

      
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    The
      Indenture Trustee on behalf of the Noteholders and the Swap Counterparty
      acknowledges such Grant, accepts the trusts under this Indenture in accordance
      with the provisions of this Indenture and agrees to perform its duties as
      required in this Indenture.

     

    In
      connection with the foregoing Grant, the Issuing Entity makes the following
      representations and warranties as to the Collateral to the Indenture
      Trustee.  Such representations and warranties speak of the execution
      and delivery of this Indenture.

     

    (a)  Title.  The
      Issuing Entity owns and has good and marketable title to the Collateral free
      and
      clear of any Lien, claim or encumbrance of any Person.

     

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

     

    (c)  Security
      Interest.  This Indenture creates a valid and continuing security
      interest (as defined in the UCC) in the Collateral in favor of the Indenture
      Trustee, which security interest is prior to all other liens, and is enforceable
      as such against creditors of and purchasers from the Issuing
      Entity.

     

    (d)  Characterization
      of Collateral.  The Collateral constitutes either "tangible
      chattel paper," "accounts" or "general intangibles" within the meaning of the
      UCC.

     

    (e)  All
      Actions Taken.  The Issuing Entity has caused or will have caused,
      within ten 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 Collateral
      granted to the Indenture Trustee hereunder.

     

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

     

    So
      long as any Notes are Outstanding or any amounts are due and payable by the
      Issuing Entity under the Interest Rate Swap Agreement (i) the Indenture Trustee
      shall not waive or impair, or fail to assert rights under, the foregoing
      representations or in any Basic Document, if any such action would materially
      and adversely affect the interests of the Noteholders or the Swap Counterparty
      and (ii) the foregoing representations shall survive the termination of this
      Indenture.

     


    
      
        
        

      

      
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    ARTICLE
      I

     

    DEFINITIONS
      AND INCORPORATION BY
      REFERENCE

     

    SECTION
      1.01.  Definitions.  Except
      as
      otherwise specified herein or as the context may otherwise require, the
      following terms have the respective meanings set forth below for all purposes
      of
      this Indenture.

     

    "Act"
      has the meaning specified in Section 11.03(a).

     

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

     

    "Administrator"
      means CFSC or any successor Administrator under the Administration
      Agreement.

     

    "Affiliate"
      means, with respect to any specified Person, any other Person controlling or
      controlled by or under common control with such specified Person.  For
      the purposes of this definition, "control" when used with respect to any
      specified Person means the power to direct the management and policies of such
      Person, directly or indirectly, whether through the ownership of voting
      securities, by contract or otherwise; and the terms "controlling" and
      "controlled" have meanings correlative to the foregoing.

     

    "Authorized
      Officer" means, with respect to the Issuing Entity, any officer of the Owner
      Trustee who is authorized to act for the Owner Trustee in matters relating
      to
      the Issuing Entity and who is identified on the list of Authorized Officers,
      containing the specimen signature of each such Person, delivered by the Owner
      Trustee to the Indenture Trustee on the Closing Date (as such list may be
      modified or supplemented from time to time thereafter) and, so long as the
      Administration Agreement is in effect, any Vice President or more senior officer
      of the Administrator who is authorized to act for the Administrator in matters
      relating to the Issuing Entity and to be acted upon by the Administrator
      pursuant to the Administration Agreement and who is identified on the list
      of
      Authorized Officers (containing the specimen signatures of such officers)
      delivered by the Administrator to the Indenture Trustee on the Closing Date
      (as
      such list may be modified or supplemented from time to time thereafter);
provided, however, that for purposes of Section 3.09 such
      officer of the Administrator must be any of the Chief Executive Officer, Chief
      Financial Officer or Chief Accounting Officer.

     

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

     

    "Book-Entry
      Class A Notes" means a beneficial interest in the Class A Notes, ownership
      and transfers of which shall be made through book entries by a Clearing Agency
      as described in Section 2.10.

     

     

    
      
        
        

      

      
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    "Book-Entry
      Class B Notes" means a beneficial interest in the Class B Notes, ownership
      and transfers of which shall be made through book entries by a Clearing Agency
      as described in Section 2.10.

     

    "Book-Entry
      Notes" means the Book-Entry Class A Notes and the Book-Entry Class B
      Notes.

     

    "Business
      Day" has the meaning specified in the Sale and Servicing
      Agreement.

     

    "Calculation
      Agent" means U.S. Bank National Association, acting in such capacity under
      this Indenture, and its successors in such capacity.

     

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

     

    "Certificate
      of Trust" means the certificate of trust of the Issuing Entity substantially
      in the form of Exhibit B to the Trust Agreement.

     

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

     

    "Class
      A Noteholders" means the Holders of the Class A-1 Notes, the Class A-2 Notes
      and the Class A-3 Notes.

     

    "Class
      A Note Owner" means, with respect to a Book-Entry Class A Note, the Person
      who is the owner of such Book-Entry Class A Note, as reflected on the books
      of
      the Clearing Agency, or on the books of a Person maintaining an account with
      such Clearing Agency (directly as a Clearing Agency Participant or as an
      indirect participant, in each case in accordance with the rules of such Clearing
      Agency).

     

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

     

    "Class
      A-1 Note" means any Note, substantially in the form of Exhibit B,
      designated therein as a Class A-1 5.67225% Asset Backed Note.

     

    "Class
      A-2 Note" means any of the Class A-2a Notes and/or the Class A-2b Notes, as
      the case may be, and the "Class A-2 Notes" means the Class A-2a Notes and the
      Class A-2b Notes, collectively.

     

    "Class
      A-2a Note" means any Note, substantially in the form of Exhibit B,
      designated therein as a Class A-2a 5.40% Asset Backed Note.

     

    "Class
      A-2b Note" means any Note, substantially in the form of Exhibit B,
      designated therein as a Class A-2b Floating Rate Asset Backed Note.

     

    "Class
      A-3 Note" means any of the Class A-3a Notes and/or the Class A-3b Notes, as
      the case may be, and the "Class A-3 Notes" means the Class A-3a Notes and the
      Class A-3b Notes, collectively.

     

     

    
      
        
        

      

      
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    "Class
      A-3a Note" means any Note, substantially in the form of Exhibit B,
      designated therein as a Class A-3a 5.34% Asset Backed Note.

     

    "Class
      A-3b Note" means any Note, substantially in the form of Exhibit B,
      designated therein as a Class A-3b Floating Rate Asset Backed Note.

     

    "Class
      A-1 Note Interest Rate" means, for any Distribution Date, 5.67225% per
      annum.

     

    "Class
      A-2a Note Interest Rate" means, for any Distribution Date, 5.40% per
      annum.

     

    "Class
      A-2b Note Interest Rate" means, for any Distribution Date, LIBOR for the
      Interest Period ending on but excluding such Distribution Date + 0.42% per
      annum.

     

    "Class
      A-3a Note Interest Rate" means, for any Distribution Date, 5.34% per
      annum.

     

    "Class
      A-3b Note Interest Rate" means, for any Distribution Date, LIBOR for the
      Interest Period ending on but excluding such Distribution Date + 0.47% per
      annum.

     

    "Class
      A-3 Note Interest Rate" means, for any Distribution Date and (i) a Class
      A-3a Note, the Class A-3a Note Interest Rate and (ii) a Class A-3b Note, the
      Class A-3b Note Interest Rate.

     

    "Class
      B Noteholders" means the Holders of the Class B Notes.

     

    "Class
      B Note Owner" means, with respect to a Book-Entry Class B Note, the Person
      who is the owner of such Book-Entry Class B Note, as reflected on the books
      of
      the Clearing Agency, or on the books of a Person maintaining an account with
      such Clearing Agency (directly as a Clearing Agency Participant or as an
      indirect participant, in each case in accordance with the rules of such Clearing
      Agency).

     

    "Class
      B Notes" means any Note, substantially in the form of Exhibit C,
      designated therein as a Class B 6.18% Asset Backed Note.

     

    "Class
      B Note Interest Rate" means, for any Distribution Date, 6.18% per
      annum.

     

    "Clearing
      Agency" means an organization registered as a "clearing agency" pursuant to
      Section 17A of the Exchange Act.

     

    "Clearing
      Agency Participant" means a broker, dealer, bank, other financial
      institution or other Person for whom from time to time a Clearing Agency effects
      book-entry transfers and pledges of securities deposited with the Clearing
      Agency.

     

    "Closing
      Date" means September 27, 2007.

     

    "Code"
      means the Internal Revenue Code of 1986, as amended, and Treasury Regulations
      promulgated thereunder.

     

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

     

     

    
      
        
        

      

      
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    "Commission"
      means the United States Securities and Exchange Commission.

     

    "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 date of the execution of this Indenture 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, 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 Administrator, the Swap Counterparty, the Servicer 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 Administrator, the Swap Counterparty, the Servicer and the
      Depositor); provided, that for the purposes of Section 3.02, the address
      of any such office shall be in the Borough of Manhattan in the City of New
      York.

     

    "Default"
      means any occurrence that is, or with notice or the lapse of time or both would
      become, an Event of Default.

     

    "Definitive
      Notes" has the meaning specified in Section 2.10.

     

    "Depository
      Agreement" means the letter of representations, dated September 26, 2007,
      among the Issuing Entity, the Indenture Trustee, the Administrator, and The
      Depository Trust Company, as the initial Clearing Agency.

     

    "Depositor"
      means Caterpillar Financial Funding Corporation, a Nevada corporation, and
      its
      successors in such capacity.

     

    "Designated
      LIBOR Page" means the display designated as "LIBOR01" on the Reuters Money
      3000 Service or any successor service or any page as may replace the designated
      page on that service or any successor service that displays the London interbank
      rates of major banks for U.S. dollars.

     

    "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.

     

    "ERISA"
      means the Employee Retirement Income Security Act of 1974, as
      amended.

     

    "Event
      of Default" has the meaning specified in Section 5.01.

     

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

     

    "Executive
      Officer" means, with respect to any corporation, the Chief Executive
      Officer, Chief Operating Officer, Chief Financial Officer, President, Executive
      Vice President, any Vice President, the Secretary or the Treasurer of such
      corporation; and with respect to any partnership, any general partner
      thereof.

     

    
      
        
        

      

      
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    "Grant"
      means mortgage, pledge, bargain, sell, warrant, alienate, remise, release,
      convey, assign, transfer, create, and grant a lien upon and a security interest
      in and right of set-off against, deposit, set over and confirm pursuant to
      this
      Indenture.  A Grant of any item of Collateral shall include all
      rights, powers and options (but none of the obligations) of the Granting party
      thereunder, including the immediate and continuing right to claim for, collect,
      receive and give receipt for principal and interest payments in respect of
      such
      item of Collateral and all other monies payable thereunder, to give and receive
      notices and other communications, to make waivers or other agreements, to
      exercise all rights and options, to bring Proceedings in the name of the
      Granting party or otherwise and generally to do and receive anything that the
      Granting party is or may be entitled to do or receive thereunder or with respect
      thereto.

     

    "Holder"
      or "Noteholder" means the Person in whose name a Note is registered on
      the Note Register.

     

    "Indenture"
      means this Indenture, 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, as Indenture Trustee under this Indenture, or any successor
      Indenture Trustee under this Indenture.

     

    "Independent"
      means, when used with respect to any specified Person, that the Person (a)
      is in
      fact independent of the Issuing Entity, any other obligor upon the Notes, the
      Depositor or any Affiliate of any of the foregoing Persons, (b) does not have
      any direct financial interest or any material indirect financial interest in
      the
      Issuing Entity, any such other obligor, the Depositor or any Affiliate of any
      of
      the foregoing Persons and (c) is not connected with the Issuing Entity, any
      such
      other obligor, the Depositor or any Affiliate of any of the foregoing Persons
      as
      an officer, employee, promoter, underwriter, trustee, partner, director or
      Person performing similar functions.

     

    "Independent
      Certificate" means a certificate or opinion to be delivered to the Indenture
      Trustee under the circumstances described in, and otherwise complying with,
      the
      applicable requirements of Section 11.01, made by an Independent
      appraiser or other expert appointed by an Issuing Entity Order and who shall
      be
      satisfactory to the Indenture Trustee, and such opinion or certificate shall
      state that the signer has read the definition of "Independent" in this Indenture
      and that the signer is Independent within the meaning thereof.

     

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

     

    "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.

     

     

    
      
        
        

      

      
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    "Interest
      Determination Date" means, with respect to any Interest Period, the day that
      is two London Business Days prior to the related Interest Reset
      Date.

     

    "Interest
      Period" means (i) with respect to any Distribution Date other than the
      initial Distribution Date, the period from and including the immediately
      preceding Distribution Date to, but excluding, that Distribution Date, and
      (ii)
      with respect to the initial Distribution Date, the period from and including
      the
      Closing Date to, but excluding, the initial Distribution Date.

     

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

     

    "Interest
      Reset Date" means, with respect to any Interest Period, the first day of
      such Interest Period; provided that if any Interest Reset Date would otherwise
      be a day that is not a Business Day, that Interest Reset Date will be postponed
      to the next succeeding day that is a Business Day, except that if that Business
      Day falls in the next succeeding calendar month, such Interest Reset Date will
      be the immediately preceding Business Day.

     

    "Issuing
      Entity Order" and "Issuing Entity Request" means a written order or
      request signed in the name  of the Issuing Entity by an Authorized
      Officer of the Issuing Entity or in the name of the Administrator by an
      Authorized Officer of the Administrator and delivered to the Indenture
      Trustee.

     

    "LIBOR"
      means, for any Interest Period, the rate for deposits in U.S. dollars for a
      one-month period that appears on the Designated LIBOR Page, on the related
      Interest Determination Date; provided that, the following procedures will be
      followed if LIBOR cannot be determined as described above:

     

    (a)           With
      respect to an Interest Determination Date on which no rate appears on the
      Designated LIBOR Page, LIBOR for the applicable Interest Determination Date
      will
      be the rate calculated by the Calculation Agent as the arithmetic mean of at
      least two quotations obtained by the Calculation Agent after requesting the
      principal London offices of each of four major reference banks in the London
      interbank market, which may include the Calculation Agent and its affiliates,
      as
      selected by the Calculation Agent, to provide the Calculation Agent with its
      offered quotations for deposits in U.S. dollars for the period of one month,
      commencing on the second London Business Day immediately following the
      applicable Interest Determination Date, to prime banks in the London interbank
      market at approximately 11:00 a.m., London time, on such Interest Determination
      Date and in a principal amount that is representative for a single transaction
      in U.S. dollars in that market at that time. If at least two such quotations
      are
      provided, LIBOR determined on the applicable Interest Determination Date will
      be
      the arithmetic mean of the quotations.

     

    (b)           If
      fewer than two quotations referred to in clause (a) of this definition are
      provided, LIBOR determined on the applicable Interest Determination Date will
      be
      the rate calculated by the Calculation Agent as the arithmetic mean of the
      rates
      quoted at approximately 11:00 a.m. in New York, New York on the applicable
      Interest Determination Date by three major banks, which may include the
      Calculation Agent and its affiliates, in New York, New York, selected by the
      Calculation Agent for loans in U.S. dollars to leading European banks, having
      a
      maturity of one-month and in a principal amount that is representative for
      a
      single transaction in U.S. dollars in that market at that time.

     

    
      
        
        

      

      
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    (c)           If
      the banks so selected by the Calculation Agent are not quoting as mentioned
      in
      clause (b) of this definition, LIBOR for the applicable Interest Determination
      Date will be LIBOR in effect on the applicable Interest Determination
      Date.

     

    (d)           All
      percentages resulting from any calculation on the Class A-2b Notes or the Class
      A-3b Notes will be rounded to the nearest one hundred thousandth of a percentage
      point, with five-millionths of a percentage point rounded upwards, and all
      dollar amounts used in or resulting from that calculation on the Class A-2b
      Notes or the Class A-3b Notes will be rounded to the nearest cent (with one-half
      cent being rounded upwards).

     

    "London
      Business Day" means any day on which dealings in deposits in U.S. dollars
      are transacted in the London interbank market.

     

    "Monetary
      Event of Default" means any Event of Default that occurs pursuant to
Section5.01(i) or 5.01(ii).

     

    "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.

     

    "Non-Monetary
      Event of Default" means any Event of Default which is not a Monetary Event
      of Default.

     

    "Note
      Interest Rate" means 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, the Class A-3b Note Interest Rate or the Class B Note Interest Rate,
      as
      applicable.

     

    "Note
      Owner" means a Class A Note Owner and a Class B Note Owner, as
      applicable.

     

    "Note
      Register" and "Note Registrar" have the respective meanings specified
      in Section 2.04.

     

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

     

    "Officer's
      Certificate" means a certificate signed by any Authorized Officer of the
      Issuing Entity or the Administrator, under the circumstances described in,
      and
      otherwise complying with, the applicable requirements of Section 11.01,
      and delivered to the Indenture Trustee.  Unless otherwise specified,
      any reference in this Indenture to an Officer's Certificate shall be to an
      Officer's Certificate of any Authorized Officer of the Issuing Entity or the
      Administrator.

     

     

    
      
        
        

      

      
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    "Opinion
      of Counsel" means one or more written opinions of counsel who may, except as
      otherwise expressly provided in this Indenture, be employees of or counsel
      to
      CFSC and who shall be satisfactory to the Indenture Trustee, and which opinion
      or opinions shall be addressed to the Indenture Trustee, shall comply with
      any
      applicable requirements of Section 11.01, and shall be in form and
      substance satisfactory to the Indenture Trustee.

     

    "Outstanding"
      means, as of the date of determination, all Notes theretofore authenticated
      and
      delivered under this Indenture except:

     

    (i)           Notes
      theretofore cancelled by the Note Registrar or delivered to the Note Registrar
      for cancellation;

     

    (ii)           Notes
      or portions thereof the payment for which money in the necessary amount has
      been
      theretofore deposited with the Indenture Trustee or any Paying Agent in trust
      for the Holders of such Notes (provided, however, that if such
      Notes are to be prepaid, notice of such prepayment has been duly given pursuant
      to this Indenture or provision therefor, satisfactory to the Indenture Trustee,
      has been made); and

     

    (iii)           Notes
      in exchange for or in lieu of which other Notes have been authenticated and
      delivered pursuant to this Indenture unless proof satisfactory to the Indenture
      Trustee is presented that any such Notes are held by a protected
      purchaser;

     

    provided,
      however, that in determining whether the Holders of the requisite
      Outstanding Principal Amount of the Notes have given any request, demand,
      authorization, direction, notice, consent or waiver hereunder or under any
      Basic
      Document, Notes owned by the Issuing Entity, any other obligor upon the Notes,
      the Depositor or any Affiliate of any of the foregoing Persons shall be
      disregarded and deemed not to be Outstanding, except that, in determining
      whether the Indenture Trustee shall be protected in relying upon any such
      request, demand, authorization, direction, notice, consent or waiver, only
      Notes
      that the Indenture Trustee knows to be so owned shall be so disregarded;
provided, further, that (i) at any time following an Event of
      Default, in determining whether the Holders of the requisite Outstanding
      Principal Amount of the Notes have given any request, demand, authorization,
      direction, notice, consent or waiver hereunder or under any Basic Document,
      and
      (ii) at any time following a Servicer Default, in determining whether the
      Holders of the requisite Outstanding Principal Amount may terminate all the
      rights and obligations of the Servicer or waive any Servicer Default to the
      extent set forth in Section 8.04 of the Sale and Servicing Agreement, the
      Class B Notes shall be disregarded and deemed not to be Outstanding unless
      no
      Class A Notes are Outstanding.  Notes owned by the Issuing Entity, any
      other obligor upon the Notes, the Depositor or any Affiliate of any of the
      foregoing Persons that have been pledged in good faith may be regarded as
      Outstanding if the pledgee establishes to the satisfaction of the Indenture
      Trustee the pledgee's right so to act with respect to such Notes and that the
      pledgee is not any such Person.

     

    
      
        
        

      

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

     

    "Owner
      Trustee" means The Bank of New York (Delaware), a Delaware banking
      corporation, not in its individual capacity but solely as Owner Trustee under
      the Trust Agreement, or any successor Owner Trustee under the Trust
      Agreement.

     

    "Paying
      Agent" means the Indenture Trustee or any Person that meets the eligibility
      standards for the Indenture Trustee specified in Section 6.11 and is
      authorized by the Issuing Entity to make the payments to and distributions
      from
      the Collection Account and the Note Distribution Account, including payment
      of
      principal of or interest on the Notes on behalf of the Issuing
      Entity.

     

    "Person"
      means any individual, corporation, estate, partnership, limited liability
      company, joint venture, association, joint stock company, trust, unincorporated
      organization or government or any agency or political subdivision
      thereof.

     

    "Plan"
      means any employee benefit plan or other retirement plan, account or
      arrangement, including an individual retirement account or annuity or collective
      investment fund or insurance company general or separate account in which assets
      of such plans, accounts or arrangements are invested, that is subject to the
      fiduciary responsibility or prohibited transaction provisions of ERISA or
      Section 4975 of the Code.

     

    "Plan
      Assets" mean assets that are treated as "plan assets" of any Plan for
      purposes of applying Title I of ERISA or Section 4975 of the Code.

     

    "Predecessor
      Note" means, with respect to any particular Note, every previous Note
      evidencing all or a portion of the same debt as that evidenced by such
      particular Note; and, for the purpose of this definition, any Note authenticated
      and delivered under Section 2.05 in lieu of a mutilated, lost, destroyed
      or stolen Note shall be deemed to evidence the same debt as the mutilated,
      lost,
      destroyed or stolen Note.

     

    "Prepayment
      Date" means the Distribution Date specified by the Servicer or the Issuing
      Entity pursuant to Section 10.01.

     

    "Prepayment
      Price" means in the case of a prepayment of the Class A-3 Notes and the
      Class B Notes pursuant to Section 10.01, (i) with respect to the Class
      A-3 Notes, an amount equal to the unpaid amount of the Class A-3 Notes plus
      accrued and unpaid interest thereon at the related Class A-3 Note Interest
      Rate
      to but excluding the Prepayment Date, plus, to the extent permitted by law,
      interest on any past due interest at the related Class A-3 Note Interest Rate
      and (ii) with respect to the Class B Notes, an amount equal to the unpaid
      principal amount of the Class B Notes plus accrued and unpaid interest thereon
      at the Class B Note Interest Rate, to but excluding the Prepayment Date plus,
      to
      the extent permitted by law, interest on any past due interest at the Class
      B
      Note Interest Rate.

     

    "Proceeding"
      means any suit in equity, action at law or other judicial or administrative
      proceeding.

     

    
      
        
        

      

      
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    "Rating
      Agency" has the meaning specified in the Sale and Servicing
      Agreement.

     

    "Rating
      Agency Condition" has the meaning specified in the Sale and Servicing
      Agreement.

     

    "Rating
      Event" means the qualification, reduction or withdrawal by any Rating Agency
      of its then-current rating of any Class of Notes.

     

    "Record
      Date" means, with respect to a Distribution Date or Prepayment Date, (i) if
      the Notes are held in book-entry form, the close of business on the calendar
      day
      immediately preceding such Distribution Date or Prepayment Date or (ii) if
      the
      Notes are held in definitive form, the last calendar day of the month preceding
      the month in which such Distribution Date or Prepayment Date
      occurs.

     

    "Registered
      Holder" means the Person in whose name a Note is registered in the Note
      Register on the applicable Record Date.

     

    "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.

     

    "Responsible
      Officer" means, with respect to the Indenture Trustee, any officer within
      the Corporate Trust Office of the Indenture Trustee with direct responsibility
      for the administration of the Indenture and the Basic Documents, and also,
      with
      respect to a particular corporate trust matter, any other officer to whom such
      matter is referred because of such officer's knowledge of and familiarity with
      the particular subject.

     

    "Sale
      and Servicing Agreement" means the Sale and Servicing Agreement, dated as of
      September 1, 2007, among the Issuing Entity, the Depositor and the Servicer,
      as
      the same may be amended, modified or supplemented from time to
      time.

     

     

    
      
        
        

      

      
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    "Schedule
      Of Receivables" means the listing of the Receivables set forth in Exhibit
      A (which exhibit may be in the form of microfiche).

     

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

     

    "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 pursuant to the Sale and
      Servicing Agreement, and its successors in such capacity.

     

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

     

    "Similar
      Law" means any federal, state, local, non-U.S. or other laws or regulations
      that contain provisions similar to the fiduciary responsibility or prohibited
      transaction provisions contained in Title I of ERISA or Section 4975 of the
      Code.

     

    "State"
      means any one of the 50 states of the United States of America or the District
      of Columbia.

     

    "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.

     

    "Successor
      Servicer" has the meaning specified in Section 3.07(e).

     

    "Swap
      Collateral Account" means an Eligible Securities Account in the name of the
      Indenture Trustee, which shall be designated as the "Swap Collateral Account"
      which shall be held in trust for the benefit of the Noteholders and established
      pursuant to this Indenture.

     

    "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
      Event of Default" means any event defined as an "Event of Default" under the
      Interest Rate Swap Agreement.

     

    "Swap
      Replacement Proceeds" means any amounts received from a Replacement Swap
      Counterparty in consideration for entering into a Replacement Interest Rate
      Swap
      Agreement for a terminated Transaction (as defined therein) under the Interest
      Rate Swap Agreement.

     

     

    
      
        
        

      

      
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    "Swap
      Termination Event" means any event defined as a "Termination Event" or an
      "Additional Termination Event" in the Interest Rate Swap Agreement.

     

    "Swap
      Termination Payment Account" means an Eligible Securities Account in the
      name of the Indenture Trustee, which shall be designated as the "Swap
      Termination Payment Account" which shall be held in trust for the benefit of
      the
      Noteholders and the Swap Counterparty and established pursuant to this
      Indenture.

     

    "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.

     

    "Transaction
      Party" means the Issuing Entity, the Depositor, the Servicer, the Owner
      Trustee, the Administrator, and any other material transaction party in
      connection with the Notes, as identified by the Servicer to the Indenture
      Trustee in writing (i) as of the Closing Date and (ii) as such parties may
      change from time to time.

     

    "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
      Estate" means the Collateral.

     

    "Trust
      Indenture Act" or "TIA" means the Trust Indenture Act of 1939, as in
      force on the date hereof, unless otherwise specifically provided.

     

    "Trustee
      Information" has the meaning specified in Section
      12.05(a)(i)(A).

     

    "UCC"
      means, unless the context otherwise requires, the Uniform Commercial Code,
      as in
      effect in the relevant jurisdiction, as amended.

     

    "U.S.
      Person" has the meaning specified in Section 2.13(b).

     

    SECTION
      1.02.  Other
      Definitional
      Provisions.  

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (d)           The
      words "hereof," "herein," "hereunder," and words of similar import when used
      in
      this Indenture shall refer to this Indenture as a whole and not to any
      particular provision of this Indenture; Section and Exhibit references contained
      in this Indenture are references to Sections and Exhibits in or to this
      Indenture unless otherwise specified; the term "including" shall mean "including
      without limitation"; and the term "or" is not exclusive.

     

    (e)           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 context
      requires otherwise.

     

    (f)           The
      definitions contained in this Indenture 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.

     

    SECTION
      1.03.  Incorporation
      by Reference of Trust
      Indenture Act.  Whenever this Indenture refers to a
      provision of the TIA, the provision is incorporated by reference in and made
      a
      part of this Indenture.  The following TIA terms used in this
      Indenture have the following meanings:

     

    "Commission"
      means the Securities and Exchange Commission.

     

    "indenture
      securities" means the Notes.

     

    "indenture
      security holder" means a Noteholder.

     

    "indenture
      to be qualified" means this Indenture.

     

    "indenture
      trustee" or "institutional trustee" means the Indenture Trustee.

     

    "obligor"
      on the indenture securities means the Issuing Entity and any other obligor
      on
      the indenture securities.

     

    All
      other TIA terms used in this Indenture that are defined by the TIA, defined
      by
      TIA reference to another statute or defined by Commission rule have the meaning
      assigned to them by such definitions.

     

    SECTION
      1.04.  Calculations
      of
      Interest.  All calculations of interest made hereunder
      shall be made, with respect to the Class A-1 Notes, the Class A-2b Notes
      and the Class A-3b Notes, on the basis of a year of 360 days and the actual
      number of days elapsed, and with respect to the Class A-2a Notes, the Class
      A-3a
      Notes and the Class B Notes, on the basis of a year of 360 days of twelve 30-day
      months.

     

    
      
        
        

      

      
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      ARTICLE
        II

       

      THE
        NOTES

       

    

    SECTION
      2.01.  Form.  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, in each case together with the Indenture Trustee's
      certificate of authentication, shall be in substantially the forms set forth
      in
Exhibit B, and the Class B Notes, together with the Indenture Trustee's
      certificate of authentication, shall be in substantially the form set forth
      in
Exhibit C, in each case with such appropriate insertions, omissions,
      substitutions and other variations as are required or permitted by this
      Indenture and may have such letters, numbers or other marks of identification
      and such legends or endorsements placed thereon as may, consistently herewith,
      be determined by the officers executing such Notes, as evidenced by their
      execution of the Notes.  Any portion of the text of any Note may be
      set forth on the reverse thereof, with an appropriate reference thereto on
      the
      face of the Note.

     

    The
      Definitive Notes shall be typewritten, printed, lithographed or engraved or
      produced by any combination of these methods (with or without steel engraved
      borders), all as determined by the officers executing such Notes, as evidenced
      by their execution of such Notes.

     

    Each
      Note shall be dated the date of its authentication.  The terms of the
      Class A Notes set forth in Exhibit B and the terms of the Class B Notes
      set forth in Exhibit C are part of the terms of this
      Indenture.

     

    SECTION
      2.02.  Execution,
      Authentication and
      Delivery.  The Notes shall be executed on behalf of the
      Issuing Entity by the Owner Trustee.  The signature of the Owner
      Trustee on the Notes may be manual or facsimile.

     

    Notes
      bearing the manual or facsimile signature of individuals who were at any time
      Authorized Officers of the Owner Trustee shall bind the Issuing Entity,
      notwithstanding that such individuals or any of them have ceased to hold such
      offices prior to the authentication and delivery of such Notes or did not hold
      such offices at the date of such Notes.

     

    On
      the Closing Date, the Indenture Trustee shall authenticate and deliver Class
      A-1
      Notes for original issue in an aggregate principal amount of $150,000,000,
      Class
      A-2a Notes for an original issue in an aggregate principal amount of
      $75,000,000, Class A-2b Notes for an original issue in an aggregate principal
      amount of $126,000,000, Class A-3a Notes for an original issue in an aggregate
      principal amount of $134,050,000, Class A-3b Notes for an original issue in
      an
      aggregate principal amount of $155,000,000 and Class B Notes for an original
      issue in an aggregate principal amount of $19,798,000. The aggregate principal
      amount of Class A-1 Notes, Class A-2a Notes, Class A-2b Notes, Class A-3a Notes,
      Class A-3b Notes and Class B Notes outstanding at any time may not exceed such
      amounts, respectively, except as provided in Section 2.05.

     

    Each
      Note shall be dated the date of its authentication.  The Notes shall
      be issuable as registered Notes in the minimum denomination of $1,000 and in
      integral multiples thereof.

     

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    No
      Note shall be entitled to any benefit under this Indenture or be valid or
      obligatory for any purpose, unless there appears on such Note a certificate
      of
      authentication substantially in the form provided for herein executed by the
      Indenture Trustee by the manual signature of one of its authorized signatories,
      and such certificate upon any Note shall be conclusive evidence, and the only
      evidence, that such Note has been duly authenticated and delivered
      hereunder.

     

    SECTION
      2.03.  Temporary
      Notes.  Pending the preparation of Definitive Notes, the
      Owner Trustee on behalf of the Issuing Entity may execute, and upon receipt
      of
      an Issuing Entity Order the Indenture Trustee shall authenticate and deliver,
      temporary Notes which are printed, lithographed, typewritten, or otherwise
      produced, of the tenor of the Definitive Notes in lieu of which they are issued
      and with such variations not inconsistent with the terms of this Indenture
      as
      the officers executing such Notes may determine, as evidenced by their execution
      of such Notes.

     

    If
      temporary Notes are issued, the Issuing Entity will cause Definitive Notes
      to be
      prepared without unreasonable delay.  After the preparation of
      Definitive Notes, the temporary Notes shall be exchangeable for Definitive
      Notes
      upon surrender of the temporary Notes at the office or agency of the Issuing
      Entity to be maintained as provided in Section 3.02, without charge to
      the Holder.  Upon surrender for cancellation of any one or more
      temporary Notes, the Owner Trustee on behalf of the Issuing Entity shall
      execute, and the Indenture Trustee shall authenticate and deliver in exchange
      therefor, a like principal amount of Definitive Notes of authorized
      denominations.  Until so exchanged, the temporary Notes shall in all
      respects be entitled to the same benefits under this Indenture as Definitive
      Notes.

     

    SECTION
      2.04.  Registration;
      Registration of
      Transfer and Exchange.  The Issuing Entity shall cause to
      be kept a register (the "Note Register") in which, subject to such reasonable
      regulations as it may prescribe, the Issuing Entity shall provide for the
      registration of Notes and the registration of transfers of Notes. The Indenture
      Trustee shall be the initial "Note Registrar" for the purpose of registering
      Notes and transfers of Notes as herein provided.  Upon any resignation
      of any Note Registrar, the Issuing Entity shall promptly appoint a successor
      or,
      if it elects not to make such an appointment, assume the duties of Note
      Registrar.

     

    If
      a Person other than the Indenture Trustee is appointed by the Issuing Entity
      as
      Note Registrar, the Issuing Entity will give the Indenture Trustee prompt
      written notice of the appointment of such Note Registrar and of the location,
      and any change in the location, of the Note Register, and the Indenture Trustee
      shall have the right to inspect the Note Register at all reasonable times and
      to
      obtain copies thereof, and the Indenture Trustee shall have the right to rely
      upon a certificate executed on behalf of the Note Registrar by an Executive
      Officer thereof as to the names and addresses of the Holders of the Notes and
      the principal amounts and number of such Notes.

     

    Upon
      surrender for registration of transfer of any Note at the office or agency
      of
      the Issuing Entity to be maintained as provided in Section 3.02, if the
      applicable requirements of Article 8 of the UCC are met the Owner Trustee
      on behalf of the Issuing Entity shall execute, and the Indenture Trustee shall
      authenticate and the Noteholder shall obtain from the Indenture Trustee, in
      the
      name of the designated transferee or transferees, one or more new Notes of
      the
      same class in any authorized denominations, of a like aggregate principal
      amount.

     

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    At
      the option of the Holder, Notes may be exchanged for other Notes of the same
      class in any authorized denominations, of a like aggregate principal amount,
      upon surrender of the Notes to be exchanged at such office or
      agency.  Whenever any Notes are so surrendered for exchange, if the
      applicable requirements of Article 8 of the UCC are met, the Owner Trustee
      on
      behalf of the Issuing Entity shall execute, and the Indenture Trustee shall
      authenticate and the Noteholder shall obtain from the Indenture Trustee, the
      Notes which the Noteholder making the exchange is entitled to
      receive.

     

    Subject
      to Section 2.13(b), all Notes issued upon any registration of transfer or
      exchange of Notes shall be the valid obligations of the Issuing Entity,
      evidencing the same debt, and entitled to the same benefits under this
      Indenture, as the Notes surrendered upon such registration of transfer or
      exchange.

     

    Every
      Note presented or surrendered for registration of transfer or exchange shall
      be
      duly endorsed by, or be accompanied by a written instrument of transfer in
      form
      satisfactory to the Indenture Trustee duly executed by, the Holder thereof
      or
      such Holder's attorney duly authorized in writing, with such signature
      guaranteed by a commercial bank or trust company located, or having a
      correspondent located, in the City of New York or the city in which the
      Corporate Trust Office is located, by a member firm of a national securities
      exchange or by another institution required to be accepted as a signature
      guarantor by Rule 17Ad-15 of the Exchange Act, and such other documents as
      the
      Indenture Trustee may require.

     

    No
      service charge shall be made to a Holder for any registration of transfer or
      exchange of Notes, but the Issuing Entity may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any registration of transfer or exchange of Notes, other than
      exchanges pursuant to Section 2.03 or 9.06 not involving any
      transfer.

     

    The
      preceding provisions of this section notwithstanding, the Issuing Entity shall
      not be required to make, and the Note Registrar need not register, transfers
      or
      exchanges of Notes to be prepaid on the next Distribution Date or of any Note
      for a period of 15 days preceding the due date for any payment with respect
      to
      the Note.

     

    SECTION
      2.05.  Mutilated,
      Destroyed, Lost or Stolen
      Notes.  If (i) any mutilated Note is surrendered to the
      Indenture Trustee, or the Indenture Trustee receives evidence to its
      satisfaction of the destruction, loss or theft of any Note and (ii) there is
      delivered to the Indenture Trustee such security or indemnity as may be required
      by it to hold the Issuing Entity and the Indenture Trustee harmless, then,
      in
      the absence of notice to the Issuing Entity, the Note Registrar or the Indenture
      Trustee that such Note has been acquired by a protected purchaser, and provided
      that the applicable requirements of Article 8 of the UCC are met, the Owner
      Trustee on behalf of the Issuing Entity shall execute and upon its request
      the
      Indenture Trustee shall authenticate and deliver, in exchange for or in lieu
      of
      any such mutilated, destroyed, lost or stolen Note, a replacement Note of the
      same class; provided, however, that if any such destroyed, lost or
      stolen Note, but not a mutilated Note, shall have become or within seven days
      shall be due and payable, or shall be prepaid on the next Distribution Date,
      instead of issuing a replacement Note, the Issuing Entity may pay such
      destroyed, lost or stolen Note when so due or payable or upon the Prepayment
      Date without surrender thereof.  If, after the delivery of such
      replacement Note or payment of a destroyed, lost or stolen Note pursuant to
      the
      proviso to the preceding sentence, a protected purchaser of the original Note
      in
      lieu of which such replacement Note was issued presents for payment such
      original Note, the Issuing Entity and the Indenture Trustee shall be entitled
      to
      recover such replacement Note (or such payment) from the Person to whom it
      was
      delivered or any Person taking such replacement Note from such Person to whom
      such replacement Note was delivered or any assignee of such Person, except
      a
      protected purchaser, and shall be entitled to recover upon the security or
      indemnity provided therefor to the extent of any loss, damage, cost or expense
      incurred by the Issuing Entity or the Indenture Trustee in connection
      therewith.

     

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    Upon
      the issuance of any replacement Note under this Section, the Issuing Entity
      may
      require the payment by the Holder of such Note of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in relation thereto and
      any
      other reasonable expenses (including the fees and expenses of the Indenture
      Trustee) connected therewith.

     

    Except
      as set forth in the first paragraph of this Section 2.05, every
      replacement Note issued pursuant to this Section in replacement of any
      mutilated, destroyed, lost or stolen Note shall constitute an original
      additional contractual obligation of the Issuing Entity, whether or not the
      mutilated, destroyed, lost or stolen Note shall be at any time enforceable
      by
      anyone, and shall be entitled to all the benefits of this Indenture equally
      and
      proportionately with any and all other Notes duly issued hereunder.

     

    The
      provisions of this Section are exclusive and shall preclude (to the extent
      lawful) all other rights and remedies with respect to the replacement or payment
      of mutilated, destroyed, lost or stolen Notes.

     

    SECTION
      2.06.  Persons
      Deemed
      Owner.  Prior to due presentment for registration of
      transfer of any Note, the Issuing Entity, the Indenture Trustee and any agent
      of
      the Issuing Entity or the Indenture Trustee may treat the Person in whose name
      any Note is registered (as of the day of determination) as the owner of such
      Note for the purpose of receiving payments of principal of and interest, if
      any,
      on such Note and for all other purposes whatsoever, whether or not such Note
      be
      overdue, and neither the Issuing Entity, the Indenture Trustee nor any agent
      of
      the Issuing Entity or the Indenture Trustee shall be affected by notice to
      the
      contrary.

     

    SECTION
      2.07.  Payment
      of Principal and Interest;
      Defaulted Interest.  (a) The Class A Notes shall
      accrue interest as provided in the form of the Class A Note set forth in
Exhibit B and the Class B Notes shall accrue interest as provided in the
      form of the Class B Note set forth in Exhibit C, and in each case such
      interest shall be payable on each Distribution Date as specified therein,
      subject to Section 3.01.  Subject to Section 2.13(b),
      any installment of interest or principal, if any, or any other amount, payable
      on any Note which is punctually paid or duly provided for by the Issuing Entity
      on the applicable Distribution Date shall be paid to the Person in whose name
      such Note (or one or more Predecessor Notes) is registered on the Record Date,
      by check mailed first-class, postage prepaid to such Person's address as it
      appears on the Note Register on such Record Date, (i) except that, unless
      Definitive Notes have been issued pursuant to Section 2.12, with respect
      to Notes registered on the Record Date in the name of the nominee of the
      Clearing Agency (initially, such nominee to be Cede & Co.), payment will be
      made by wire transfer in immediately available funds to the account designated
      by such nominee and (ii) except for (A) the final installment of principal
      payable with respect to such Note on a Distribution Date and (B) the Prepayment
      Price for any Note being prepaid pursuant to Section 10.01(a), in each
      case which shall be payable as provided below.  The funds represented
      by any such checks returned undelivered shall be held in accordance with
Section 3.03.

     

     

    
      
        
        

      

      
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    (b)           The
      principal of each Class A Note shall be payable in installments on each
      Distribution Date as provided in the form of Class A Note set forth in
Exhibit B.  The principal of the Class B Notes shall be payable
      in installments on each Distribution Date as provided in the form of Class
      B
      Note set forth in Exhibit C.  Notwithstanding the foregoing,
      the entire unpaid principal amount of the Notes shall be due and payable, if
      not
      previously paid, on the date on which an Event of Default shall have occurred
      and be continuing, if the Indenture Trustee or the Holders of the Notes
      representing a majority of the Outstanding Principal Amount of the Notes have
      declared the Notes to be immediately due and payable in the manner provided
      in
Section 5.02.  All principal payments on each class of Notes
      shall be made pro rata to the Noteholders of such Class entitled thereto. Upon
      notice to the Indenture Trustee by the Issuing Entity, the Indenture Trustee
      shall notify the Person in whose name a Note is registered at the close of
      business on the Record Date preceding the Distribution Date on which the Issuing
      Entity expects that the final installment of principal of and interest on such
      Note will be paid.  Such notice shall be mailed no later than five
      Business Days prior to such final Distribution Date and shall specify that
      such
      final installment will be payable only upon presentation and surrender of such
      Note and shall specify the place where such Note may be presented and
      surrendered for payment of such installment.  Notices in connection
      with prepayments of Notes shall be mailed to Noteholders as provided in
Section 10.02.

     

    (c)           If
      the Issuing Entity defaults in a payment of interest on the Notes, the Issuing
      Entity shall pay defaulted interest (plus interest on such defaulted interest
      to
      the extent lawful) at the applicable Note Interest Rate in any lawful
      manner.  The Issuing Entity may pay such defaulted interest to the
      Persons who are Noteholders on a subsequent special record date, which date
      shall be fixed or caused to be fixed by the Issuing Entity and shall be at
      least
      five Business Days prior to the payment date.  The Issuing Entity
      shall fix or cause to be fixed any such payment date, and, at least 15 days
      before any such special record date, the Issuing Entity shall mail to each
      Noteholder a notice that states the special record date, the payment date and
      the amount of defaulted interest to be paid.

     

    SECTION
      2.08.  Cancellation.  All
      Notes surrendered for payment, registration of transfer, exchange or prepayment
      shall, if surrendered to any Person other than the Indenture Trustee, be
      delivered to the Indenture Trustee and shall be promptly cancelled by the
      Indenture Trustee. The Issuing Entity may at any time deliver to the Indenture
      Trustee for cancellation any Notes previously authenticated and delivered
      hereunder which the Issuing Entity may have acquired in any manner whatsoever,
      and all Notes so delivered shall be promptly cancelled by the Indenture
      Trustee.  No Notes shall be authenticated in lieu of or in exchange
      for any Notes cancelled as provided in this Section, except as expressly
      permitted by this Indenture. All cancelled Notes may be held or disposed of
      by
      the Indenture Trustee in accordance with its standard retention or disposal
      policy as in effect at the time unless the Issuing Entity shall direct by an
      Issuing Entity Order that they be destroyed or returned to it; provided that
      such Issuing Entity Order is timely and the Notes have not been previously
      disposed of by the Indenture Trustee.

     

    
      
        
        

      

      
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    SECTION
      2.09.  Release
      of
      Collateral.  Subject to Section 3.03 and
Section 11.01, the Indenture Trustee shall release property from
      the
      lien of this Indenture only upon receipt of an Issuing Entity Request
      accompanied by an Officer's Certificate, an Opinion of Counsel and Independent
      Certificates in accordance with TIA §§ 314(c) and 314(d)(1) or an Opinion of
      Counsel in lieu of such Independent Certificates to the effect that the TIA
      does
      not require any such Independent Certificates.

     

    SECTION
      2.10.  Book-Entry
      Notes.  The Notes, upon original issuance, will be issued
      in the form of a typewritten Note or Notes representing the Book-Entry Notes,
      to
      be delivered to The Depository Trust Company, the initial Clearing Agency,
      by,
      or on behalf of, the Issuing Entity.  Such Notes shall initially be
      registered on the Note Register in the name of Cede & Co., the nominee of
      the initial Clearing Agency, and no Note Owner will receive a Definitive Note
      representing such Note Owner's interest in such Note, except as provided in
      Section 2.12.  Unless and until definitive, fully registered
      Notes (the "Definitive Notes") have been issued to Note Owners pursuant to
      Section 2.12:

     

    (i)           the
      provisions of this Section shall be in full force and effect;

     

    (ii)           the
      Note Registrar and the Indenture Trustee shall be entitled to deal with the
      Clearing Agency for all purposes of this Indenture (including the payment of
      principal of and interest on the Notes and the giving of instructions or
      directions hereunder) as the sole holder of the Notes, and shall have no
      obligation to the Note Owners;

     

    (iii)           to
      the extent that the provisions of this Section conflict with any other
      provisions of this Indenture, the provisions of this Section shall
      control;

     

    (iv)           the
      rights of Note Owners shall be exercised only through the Clearing Agency and
      shall be limited to those established by law and agreements between such Note
      Owners and the Clearing Agency or the Clearing Agency Participants pursuant
      to
      the Depository Agreement.  Unless and until Definitive Notes are
      issued pursuant to Section 2.12, the initial Clearing Agency will make
      book-entry transfers among the Clearing Agency Participants and receive and
      transmit payments of principal of and interest on the Notes to such Clearing
      Agency Participants; and

     

    (v)           whenever
      this Indenture requires or permits actions to be taken based upon instructions
      or directions of Holders of Notes evidencing a specified percentage of the
      Outstanding Principal Amount of the Notes, the Clearing Agency shall be deemed
      to represent such percentage only to the extent that it has received
      instructions to such effect from Note Owners or Clearing Agency Participants
      owning or representing, respectively, such required percentage of the beneficial
      interest in the Notes and has delivered such instructions to the Indenture
      Trustee.

     

    SECTION
      2.11.  Notices
      to Clearing
      Agency.  Whenever a notice or other communication to the
      Noteholders is required under this Indenture, unless and until Definitive Notes
      shall have been issued to Note Owners pursuant to Section 2.12, the
      Indenture Trustee shall give all such notices and communications specified
      herein to be given to Holders of the Notes to the Clearing Agency, and shall
      have no obligation to the Note Owners.

     

     

    
      
        
        

      

      
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    SECTION
      2.12.  Definitive
      Notes.  If (i) the Issuing Entity advises the Indenture
      Trustee in writing that the Clearing Agency is no longer willing or able to
      properly discharge its responsibilities with respect to the Notes, (ii) the
      Issuing Entity, to the extent permitted by law, advises the Indenture Trustee
      in
      writing that it elects to terminate the book-entry system through the Clearing
      Agency with respect to the Book-Entry Notes or (iii) after the occurrence of
      an
      Event of Default or a Servicer Default, Note Owners representing beneficial
      interests aggregating a majority of the Outstanding Principal Amount of the
      Notes advise the Clearing Agency in writing that the continuation of a
      book-entry system through the Clearing Agency is no longer in the best interests
      of the Note Owners, then the Clearing Agency shall notify all Note Owners and
      the Indenture Trustee of the occurrence of any such event and of the
      availability of Definitive Notes to Note Owners.  Subject to
Section 2.13(b), upon surrender to the Indenture Trustee of the
      typewritten Note or Notes representing the Book-Entry Notes by the Clearing
      Agency, accompanied by registration instructions, the Issuing Entity shall
      execute and the Indenture Trustee shall authenticate the Definitive Notes in
      accordance with the instructions of the Clearing Agency.  None of the
      Issuing Entity, the Note Registrar or the Indenture Trustee shall be liable
      for
      any delay in delivery of such instructions and may conclusively rely on, and
      shall be protected in relying on, such instructions.  Upon the
      issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders
      of the Definitive Notes as Noteholders.

     

    SECTION
      2.13.  Representations
      and Covenants by
      Noteholders and Note Owners.  

     

    (a)  Each
      Noteholder and Note Owner, by acceptance of a Note, or in the case of a Note
      Owner, a beneficial interest in a Note, will be deemed to have represented
      and
      warranted for the benefit of the Depositor, the Servicer, the Indenture Trustee,
      the Owner Trustee and the Issuing Entity that either (i) no portion of the assets used
      by such Noteholder or Note Owner to Acquire or hold the Note or beneficial
      interest therein constitutes Plan Assets or (ii) the purchase and
      holding of the Note by such Noteholder or Note Owner will not constitute a
      non-exempt prohibited transaction under ERISA or Section 4975 of the Code or
      a
      violation under any applicable Similar Law.

     

    (b)           Each
      Class B Noteholder and Class B Note Owner, by acceptance of a Class B Note,
      or
      in the case of a Note Owner, a beneficial interest in a Class B Note, will
      be
      deemed to have represented and warranted for the benefit of the Depositor,
      the
      Issuing Entity and the Indenture Trustee that it is (i) a citizen or resident
      of
      the United States, (ii) a corporation or partnership organized in or under
      the
      laws of the United States, any state thereof, or any political subdivision
      of
      either (including the District of Columbia) or (iii) an estate or trust, the
      income of which is includible in gross income for United States tax purposes,
      regardless of its source (any such Person described in clauses (i), (ii) or
      (iii), a "U.S. Person").  The Class B Notes may not be registered in
      the name of, or transferred to, Persons who are not U.S. Persons and any
      purported transfer of an interest in a Class B Notes to a Person that is not
      a
      U.S. Person shall be void, subject in the case of Class B Notes held in
      book-entry form to the rules, regulations and procedures of the Clearing
      Agency.  If requested by the Depositor, the Issuing Entity or the
      Administrator, each Class B Noteholder or Class B Note Owner agrees to deliver
      to the Depositor an affidavit and related tax forms certifying generally to
      the
      effect that, under penalty of perjury, such investor is a U.S.
      Person.

     

     

    
      
        
        

      

      
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    SECTION
      2.14.  Tax
      Treatment.  The Issuing Entity has entered into this
      Indenture, and the Notes will be issued, with the intention that, for all
      purposes including federal, State and local income, single business and
      franchise tax purposes, the Notes will qualify as indebtedness of the Issuing
      Entity secured by the Trust Estate.  The Issuing Entity, by entering
      into this Indenture, and each Noteholder, by its acceptance of a Note (and
      each
      Note Owner by its acceptance of an interest in the applicable Book-Entry Note),
      agree to treat, and to take no action inconsistent with the treatment of, the
      Notes as indebtedness of the Issuing Entity for all purposes, including federal,
      State and local income, single business and franchise tax purposes.

     

    SECTION
      2.15.  The
      Interest Rate Swap
      Agreement.  

     

    (a)  On
      the Closing Date, the Issuing Entity shall execute and deliver the Initial
      Interest Rate Swap Agreement.

     

    (b)  Subject
      to Section 6.14 hereof, the Indenture Trustee shall take all steps necessary
      to
      enforce the Issuing Entity's rights under the Interest Rate Swap Agreement,
      including receiving payments from the Swap Counterparty when due and exercising
      the Issuing Entity's rights under the Interest Rate Swap Agreement in accordance
      with the terms of the Interest Rate Swap Agreement.

     

    (c)  U.S.
      Bank National Association is hereby designated calculation agent (including
      any
      successor or replacement calculation agent designated from time to time by
      agreement of the parties hereto, the "Calculation Agent"), and in such capacity,
      on each Interest Determination Date, will calculate the interest rate with
      respect to the Class A-2b Notes and the Class A-3b Notes. All determinations
      of
      interest by the Calculation Agent shall, in the absence of manifest error,
      be
      conclusive for all purposes and binding on the Class A-2b Noteholders and the
      Class A-3b Noteholders.

     

    ARTICLE
      III

     

    COVENANTS

     

    SECTION
      3.01.  Payment
      of Principal and
      Interest.  The Issuing Entity will duly and punctually pay
      the principal of and interest, if any, on the Notes in accordance with the
      terms
      of the Notes and this Indenture. Without limiting the foregoing, the Issuing
      Entity will cause to be distributed the amounts on deposit in the Collection
      Account and the Reserve Account in accordance with Article 5 of the Sale and
      Servicing Agreement, subject to Section 5.04(b) or
5.04(c).  Amounts properly withheld under the Code by any
      Person from a payment to any Noteholder of interest or principal or premium
      shall be considered as having been paid by the Issuing Entity to such Noteholder
      for all purposes of this Indenture.

     

    SECTION
      3.02.  Maintenance
      of Office or
      Agency.  The Issuing Entity will maintain in the Borough of
      Manhattan, in the City of New York, an office or agency where Notes may be
      surrendered for registration of transfer or exchange, and where notices and
      demands to or upon the Issuing Entity in respect of the Notes and this Indenture
      may be served.  The Issuing Entity hereby initially appoints the
      Corporate Trust Office to serve as its agent for the foregoing
      purposes.  The Issuing Entity will give prompt written notice to the
      Indenture Trustee of the location, and of any change in the location, of any
      such office or agency.  If at any time the Issuing Entity shall fail
      to maintain any such office or agency or shall fail to furnish the Indenture
      Trustee with the address thereof, such surrenders, notices and demands may
      be
      made or served at the Corporate Trust Office, and the Issuing Entity hereby
      appoints the Indenture Trustee as its agent to receive all such surrenders,
      notices and demands.

     

     

    
      
        
        

      

      
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    SECTION
      3.03.  Money
      for Payments To Be Held in
      Trust.  As provided in Section 8.02, all payments of
      amounts due and payable with respect to any Notes or to the Swap Counterparty
      that are to be made from amounts withdrawn from the Collection Account, the
      Reserve Account and the Swap Collateral Account pursuant to Section
      8.02(b) shall be made on behalf of the Issuing Entity by the Indenture
      Trustee or by another Paying Agent, and no amounts so withdrawn from such
      accounts for payments of Notes or to the Swap Counterparty shall be paid over
      to
      the Issuing Entity. Unless the Paying Agent is the Indenture Trustee, the
      Issuing Entity shall promptly notify the Indenture Trustee of its action or
      failure so to act.

     

    The
      Issuing Entity will cause each Paying Agent other than the Indenture Trustee
      to
      execute and deliver to the Indenture Trustee an instrument in which such Paying
      Agent shall agree with the Indenture Trustee (and if the Indenture Trustee
      acts
      as Paying Agent, it hereby so agrees), subject to the provisions of this
      Section, that such Paying Agent will:

     

    (i)           hold
      all sums held by it for the payment of amounts due with respect to the Notes
      or
      under the Interest Rate Swap Agreement in trust for the benefit of the Persons
      entitled thereto until such sums shall be paid to such Persons or otherwise
      disposed of as herein provided and pay such sums to such Persons as herein
      provided;

     

    (ii)           give
      the Indenture Trustee notice of any default by the Issuing Entity (or any other
      obligor upon the Notes) of which it has actual knowledge in the making of any
      payment required to be made with respect to the Notes or under the Interest
      Rate
      Swap Agreement;

     

    (iii)           at
      any time during the continuance of any such default, upon the written request
      of
      the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held
      in trust by such Paying Agent;

     

    (iv)           immediately
      resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums
      held by it for the payment of Notes or under the Interest Rate Swap Agreement
      if
      at any time it ceases to meet the standards required to be met by a Paying
      Agent
      at the time of its appointment; and

     

    (v)           comply
      with all requirements of the Code with respect to the withholding from any
      payments made by it on any Notes or under the Interest Rate Swap Agreement
      of
      any applicable withholding taxes imposed thereon and with respect to any
      applicable reporting requirements in connection therewith.

     

    The
      Issuing Entity may at any time, for the purpose of obtaining the satisfaction
      and discharge of this Indenture or for any other purpose, by Issuing Entity
      Order direct any Paying Agent to pay to the Indenture Trustee all sums held
      for
      the payment of the Notes by such Paying Agent, such sums to be held by the
      Indenture Trustee upon the same trusts as those upon which the sums were held
      by
      such Paying Agent; and upon such payment by any Paying Agent to the Indenture
      Trustee, such Paying Agent shall be released from all further liability with
      respect to such money.

     

     

    
      
        
        

      

      
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    Subject
      to applicable laws with respect to escheat of funds, any money held by the
      Indenture Trustee or any Paying Agent for the payment of any amount due with
      respect to any Note and remaining unclaimed for two years after such amount
      has
      become due and payable shall be discharged from such trust, and the Indenture
      Trustee or such Paying Agent, as the case may be, shall give prompt notice
      of
      such occurrence to the Issuing Entity and shall release such money to the
      Issuing Entity on Issuing Entity Request; and the Holder of such Note shall
      thereafter, as an unsecured general creditor, look only to the Issuing Entity
      for payment thereof (but only to the extent of the amounts so paid to the
      Issuing Entity), and all liability of the Indenture Trustee or such Paying
      Agent
      with respect to such money shall thereupon cease; provided,
however, that the Indenture Trustee or such Paying Agent, before being
      required to make any such repayment, shall at the expense and direction of
      the
      Issuing Entity cause to be published once, in a newspaper published in the
      English language, customarily published on each Business Day and of general
      circulation in the City of New York, notice that such money remains unclaimed
      and that, after a date specified therein, which shall not be less than 30 days
      from the date of such publication, any unclaimed balance of such money then
      remaining will be repaid to the Issuing Entity.  The Indenture Trustee
      shall also adopt and employ, at the expense of the Issuing Entity, any other
      reasonable means of notification of such repayment (including mailing notice
      of
      such repayment to Holders whose Notes have been called but have not been
      surrendered for prepayment or whose right to or interest in monies due and
      payable but not claimed is determinable from the records of the Indenture
      Trustee or of any Paying Agent, at the last address of record for each such
      Holder).

     

    SECTION
      3.04.  Existence.  The
      Issuing Entity will keep in full effect its existence, rights and franchises
      as
      a statutory trust under the laws of the State of Delaware (unless it becomes,
      or
      any successor Issuing Entity hereunder is or becomes, organized under the laws
      of any other State or of the United States of America, in which case the Issuing
      Entity will keep in full effect its existence, rights and franchises under
      the
      laws of such other jurisdiction) and will obtain and preserve its qualification
      to do business in each jurisdiction in which such qualification is or shall
      be
      necessary to protect the validity and enforceability of this Indenture, the
      Notes and the Collateral.

     

    SECTION
      3.05.  Protection
      of Trust
      Estate.  The Issuing Entity will from time to time take all
      actions necessary, including preparing, authorizing, executing, delivering
      and
      filing all such supplements and amendments hereto and all such financing
      statements, amendments to financing statements, continuation statements,
      instruments of further assurance and other instruments, if applicable, and
      will
      take such other action necessary or advisable to:

     

    (i)           maintain
      or preserve the lien and security interest (and the priority thereof) of this
      Indenture or carry out more effectively the purposes hereof;

     

    
      
        
        

      

      
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    (ii)           perfect,
      publish notice of or protect the validity of any Grant made or to be made by
      this Indenture:

     

    (iii)           enforce
      any of the Collateral (including all rights under the Interest Rate Swap
      Agreement); or

     

    (iv)           preserve
      and defend title to the Trust Estate and the rights of the Indenture Trustee,
      the Noteholders and the Swap Counterparty in the Trust Estate against the claims
      of all Persons and parties.

     

    The
      Issuing Entity hereby authorizes the Indenture Trustee as its agent and
      attorney-in-fact to file any financing statement, continuation statement or
      other instrument required to be filed pursuant to this Section.

     

    SECTION
      3.06.  Opinions
      as to Trust
      Estate.  (a)  On the Closing Date, the Issuing
      Entity shall furnish to the Indenture Trustee an Opinion of Counsel either
      stating that, in the opinion of such counsel (i) such action has been taken
      to perfect the lien and security interest of this Indenture, including with
      respect to the recording and filing of this Indenture, any indentures
      supplemental hereto, and any other requisite documents, and with respect to
      the
      filing of any financing statements and continuation statements, as are so
      necessary and reciting the details of such action, or (ii) no such action
      is necessary to maintain the perfection of such lien and security
      interest.

     

    (b)           On
      or before April 30 in each calendar year, beginning in 2008, the Issuing Entity
      shall furnish to the Indenture Trustee an Opinion of Counsel either stating
      that, in the opinion of such counsel (i) such action has been taken to
      perfect the lien and security interest of this Indenture, including with respect
      to the recording, filing, re-recording and refiling of this Indenture, any
      indentures supplemental hereto and any other requisite documents and with
      respect to the filing of any financing statements and continuation statements
      as
      is so necessary and reciting the details of such action or (ii) no such
      action is necessary to maintain the perfection of such lien and security
      interest.  Such Opinion of Counsel shall also describe the recording,
      filing, re-recording and refiling of this Indenture, any indentures supplemental
      hereto and any other requisite documents and the filing of any financing
      statements and continuation statements that will, in the opinion of such
      counsel, be required to maintain the perfection of the lien and security
      interest of this Indenture until April 30 in the following calendar
      year.

     

    SECTION
      3.07.  Performance
      of Obligations; Servicing
      of Receivables.  

     

    (a)  The
      Issuing Entity will not take any action and will use its best efforts not to
      permit any action to be taken by others that would release any Person from
      any
      of such Person's material covenants or obligations under any instrument or
      agreement included in the Trust Estate or that would result in the amendment,
      hypothecation, subordination, termination or discharge of, or impair the
      validity or effectiveness of, any such instrument or agreement, except as
      expressly provided in this Indenture, the Sale and Servicing Agreement or such
      other instrument or agreement.

     

    (b)           The
      Issuing Entity may contract with other Persons to assist it in performing its
      duties under this Indenture, and any performance of such duties by a Person
      identified to the Indenture Trustee in an Officer's Certificate of the Issuing
      Entity shall satisfy the requirements of this Indenture.  Initially,
      the Issuing Entity has contracted with the Administrator to assist the Issuing
      Entity in performing its duties under this Indenture.

     

     

    
      
        
        

      

      
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    (c)           The
      Issuing Entity will punctually perform and observe all of its obligations and
      agreements contained in this Indenture, the other Basic Documents and in the
      instruments and agreements included in the Trust Estate, including filing or
      causing to be filed all UCC financing statements and continuation statements
      required to be filed by it by the terms of this Indenture and the other Basic
      Documents in accordance with and within the time periods provided for herein
      and
      therein.  Except as otherwise expressly provided therein, the Issuing
      Entity shall not waive, amend, modify, supplement or terminate any Basic
      Document or any provision thereof without the consent of the Indenture Trustee
      or the Holders of a majority of the Outstanding Principal Amount of the
      Notes.

     

    (d)           If
      the Issuing Entity shall have knowledge of the occurrence of a Servicer Default
      under the Sale and Servicing Agreement, the Issuing Entity shall promptly notify
      the Indenture Trustee and the Rating Agencies thereof, and shall specify in
      such
      notice the action, if any, the Issuing Entity is taking in respect of such
      default.  If a Servicer Default shall arise from the failure of the
      Servicer to perform any of its duties or obligations under the Sale and
      Servicing Agreement with respect to the Receivables, the Issuing Entity shall
      take all reasonable steps available to it to remedy such failure.

     

    (e)           As
      promptly as possible after the giving of notice of termination to the Servicer
      of the Servicer's rights and powers pursuant to Section 8.01 of the Sale
      and Servicing Agreement, the Indenture Trustee shall appoint a successor
      servicer (the "Successor Servicer"), and such Successor Servicer shall accept
      its appointment by a written assumption in a form acceptable to the Indenture
      Trustee.  In the event that a Successor Servicer has not been
      appointed and accepted its appointment at the time when the Servicer ceases
      to
      act as Servicer, the Indenture Trustee without further action shall
      automatically be appointed the Successor Servicer.  The Indenture
      Trustee may resign as the Servicer by giving written notice of such resignation
      to the Issuing Entity and in such event will be released from such duties and
      obligations, such release not to be effective until the date a new servicer
      enters into a servicing agreement with the Issuing Entity as provided
      below.  Upon delivery of any such notice to the Issuing Entity, the
      Indenture Trustee shall obtain a new servicer as the Successor Servicer under
      the Sale and Servicing Agreement.  Any Successor Servicer other than
      the Indenture Trustee shall (i) be an established financial institution having
      a
      net worth of not less than $50,000,000 and whose regular business includes
      the
      servicing of equipment receivables and (ii) enter into a servicing agreement
      with the Issuing Entity having substantially the same provisions as the
      provisions of the Sale and Servicing Agreement applicable to the
      Servicer.  If the Indenture Trustee is unable to act as Successor
      Servicer, the Indenture Trustee may appoint, or may petition a court of
      competent jurisdiction to appoint, a Successor Servicer.  In
      connection with any such appointment, the Indenture Trustee may make such
      arrangements for the compensation of such successor as it and such successor
      shall agree, subject to the limitations set forth below and in the Sale and
      Servicing Agreement, and in accordance with Section 8.02 of the Sale and
      Servicing Agreement, the Issuing Entity shall enter into an agreement with
      such
      successor for the servicing of the Receivables (such agreement to be in form
      and
      substance satisfactory to the Indenture Trustee).  If the Indenture
      Trustee shall succeed to the Servicer's duties as servicer of the Receivables
      as
      provided herein, it shall do so in its individual capacity and not in its
      capacity as Indenture Trustee and, accordingly, the provisions of Article
      VI hereof shall be inapplicable to the Indenture Trustee in its duties as
      the successor to the Servicer and the servicing of the
      Receivables.  In case the Indenture Trustee shall become successor to
      the Servicer under the Sale and Servicing Agreement, the Indenture Trustee
      shall
      be entitled to appoint as Servicer any one of its Affiliates, provided that
      it
      shall be fully liable for the actions and omissions of such Affiliate in such
      capacity as Successor Servicer.

     

     

    
      
        
        

      

      
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    (f)           Upon
      any termination of the Servicer's rights and powers pursuant to the Sale and
      Servicing Agreement, the Issuing Entity shall promptly notify the Indenture
      Trustee.  As soon as a Successor Servicer is appointed, the Indenture
      Trustee shall notify the Issuing Entity and the Depositor of such appointment,
      specifying in such notice the name and address of such Successor
      Servicer.

     

    (g)           Without
      derogating from the absolute nature of the assignment granted to the Indenture
      Trustee under this Indenture or the rights of the Indenture Trustee hereunder,
      the Issuing Entity agrees that it will not, without the prior written consent
      of
      the Indenture Trustee or the Holders of a majority in Outstanding Principal
      Amount of the Notes, amend, modify, waive, supplement, terminate or surrender,
      or agree to any amendment, modification, supplement, termination, waiver or
      surrender of, the terms of any Collateral (except to the extent otherwise
      permitted pursuant to the terms of the Sale and Servicing Agreement) or the
      Basic Documents, or waive timely performance or observance by the Servicer
      or
      the Depositor under the Sale and Servicing Agreement or by CFSC under the
      Purchase Agreement; provided, however, that no such amendment
      shall (i) except to the extent otherwise provided in the Sale and Servicing
      Agreement, increase or reduce in any manner the amount of, or accelerate or
      delay the timing of, collections of payments on Receivables or distributions
      that are required to be made for the benefit of the Noteholders or (ii) reduce
      the aforesaid percentage of the Notes which are required to consent to any
      such
      amendment, without the consent of the holders of all the outstanding
      Notes.  If any such amendment, modification, supplement or waiver
      shall be so consented to by the Indenture Trustee or such Holders, the Issuing
      Entity agrees, promptly following a request by the Indenture Trustee to do
      so,
      to execute and deliver, in its own name and at its own expense, such agreements,
      instruments, consents and other documents as the Indenture Trustee may
      reasonably deem necessary or appropriate under the circumstances.

     

    SECTION
      3.08.  Negative
      Covenants.  So long as any Notes are Outstanding, the
      Issuing Entity shall not:

     

    (i)           except
      as expressly permitted by the Basic Documents, sell, transfer, exchange or
      otherwise dispose of any of the properties or assets of the Issuing Entity,
      including those included in the Trust Estate, unless directed to do so by the
      Indenture Trustee;

     

    (ii)           claim
      any credit on, or make any deduction from the principal or interest payable
      in
      respect of, the Notes or payments to the Swap Counterparty (other than amounts
      properly withheld from such payments under the Code or applicable state law)
      or
      assert any claim against any present or former Noteholder or Swap Counterparty
      by reason of the payment of the taxes levied or assessed upon any part of the
      Trust Estate;

     

    
      
        
        

      

      
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    (iii)           dissolve
      or liquidate in whole or in part; or

     

    (iv)           (A)
      permit the validity or effectiveness of this Indenture to be impaired, or permit
      the lien of this Indenture to be amended, hypothecated, subordinated, terminated
      or discharged, or permit any Person to be released from any covenants or
      obligations with respect to the Notes under this Indenture except as may be
      expressly permitted hereby, (B) permit any lien, charge, excise, claim, security
      interest, mortgage or other encumbrance (other than the lien of this Indenture)
      to be created on or extend to or otherwise arise upon or burden the Trust Estate
      or any part thereof or any interest therein or the proceeds thereof (other
      than
      tax liens, mechanics' liens and other liens that arise by operation of law,
      in
      each case on Financed Equipment and arising solely as a result of an action
      or
      omission of the related Obligor) or (C) permit the lien of this Indenture not
      to
      constitute a valid first priority perfected security interest in the Trust
      Estate (other than with respect to any such tax, mechanics' or other
      lien).

     

    SECTION
      3.09.  Statements
      as to
      Compliance.  (a)  The Issuing Entity will deliver
      to the Indenture Trustee and the Swap Counterparty, within 120 days after the
      end of each fiscal year of the Issuing Entity (commencing within 120 days after
      the end of the fiscal year 2007), an Officer's Certificate stating, as to the
      Authorized Officer signing such Officer's Certificate, that

     

    (i)           a
      review of the activities of the Issuing Entity during the 12-month period ending
      at the end of such fiscal year (or in the case of the fiscal year ending
      December 31, 2007, the period from the Closing Date to December 31, 2007) and
      of
      performance under this Indenture has been made under such Authorized Officer's
      supervision; and

     

    (ii)           to
      the best of such Authorized Officer's knowledge, based on such review, the
      Issuing Entity has complied with all conditions and covenants under this
      Indenture throughout such year, or, if there has been a default in the
      compliance of any such condition or covenant, specifying each such default
      known
      to such Authorized Officer and the nature and status thereof.

     

    SECTION
      3.10.  Issuing
      Entity May Consolidate, etc.,
      Only on Certain Terms.  

     

    (a)  The
      Issuing Entity shall not consolidate or merge with or into any other Person,
      unless:

     

    (i)           the
      Person (if other than the Issuing Entity) formed by or surviving such
      consolidation or merger shall be a Person organized and existing under the
      laws
      of the United States of America or any State and shall expressly assume, by
      an
      indenture supplemental hereto, executed and delivered to the Indenture Trustee,
      in form satisfactory to the Indenture Trustee, the due and punctual payment
      of
      the principal of and interest on all Notes and the performance or observance
      of
      every agreement and covenant of this Indenture on the part of the Issuing Entity
      to be performed or observed, all as provided herein;

     

    (ii)           immediately
      after giving effect to such transaction, no Default or Event of Default shall
      have occurred and be continuing;

     

    
      
        
        

      

      
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    (iii)           the
      Rating Agency Condition shall have been satisfied with respect to such
      transaction;

     

    (iv)           the
      Issuing Entity shall have received an Opinion of Counsel (and shall have
      delivered copies thereof to the Indenture Trustee) to the effect that such
      transaction will not have any material adverse tax consequence to the Issuing
      Entity, any Noteholder or any Certificateholder;

     

    (v)           any
      action as is necessary to maintain the lien and security interest created by
      this Indenture shall have been taken; and

     

    (vi)           the
      Issuing Entity shall have delivered to the Indenture Trustee an Officer's
      Certificate and an Opinion of Counsel each stating that such consolidation
      or
      merger and such supplemental indenture comply with this Article III and
      that all conditions precedent herein provided for relating to such transaction
      have been complied with (including any filing required by the Exchange
      Act).

     

    (b)  (Other
      than as set forth in clauses (x) and (y) of Section 3.18 and as provided
      in the Basic Documents, the Issuing Entity shall not convey or transfer any
      of
      its properties or assets, including those included in the Trust Estate, to
      any
      Person, unless

     

    (i)           the
      Person that acquires by conveyance or transfer the properties and assets of
      the
      Issuing Entity the conveyance or transfer of which is hereby restricted shall
      (A) be a United States citizen or a Person organized and existing under the
      laws
      of the United States of America or any State, (B) expressly assumes, by an
      indenture supplemental hereto, executed and delivered to the Indenture Trustee,
      in form satisfactory to the Indenture Trustee, the due and punctual payment
      of
      the principal of and interest on all Notes and the performance or observance
      of
      every agreement and covenant of this Indenture on the part of the Issuing Entity
      to be performed or observed, all as provided herein, (C) expressly agrees by
      means of such supplemental indenture that all right, title and interest so
      conveyed or transferred shall be subject and subordinate to the rights of
      Holders of the Notes, (D) unless otherwise provided in such supplemental
      indenture, expressly agrees to indemnify, defend and hold harmless the Issuing
      Entity against and from any loss, liability or expense arising under or related
      to this Indenture and the Notes and (E) expressly agrees by means of such
      supplemental indenture that such Person (or if a group of Persons, then one
      specified Person) shall make all filings with the Commission (and any other
      appropriate Person) required by the Exchange Act in connection with the
      Notes;

     

    (ii)           immediately
      after giving effect to such transaction, no Default or Event of Default shall
      have occurred and be continuing:

     

    (iii)           the
      Rating Agency Condition shall have been satisfied with respect to such
      transaction;

     

    (iv)           the
      Issuing Entity shall have received an Opinion of Counsel (and shall have
      delivered copies thereof to the Indenture Trustee) to the effect that such
      transaction will not have any material adverse tax consequence to the Issuing
      Entity, any Noteholder or any Certificateholder;

     

     

    
      
        
        

      

      
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    (v)           any
      action as is necessary to maintain the lien and security interest created by
      this Indenture shall have been taken; and

     

    (vi)           the
      Issuing Entity shall have delivered to the Indenture Trustee an Officer's
      Certificate and an Opinion of Counsel each stating that such conveyance or
      transfer and such supplemental indenture comply with this Article III and
      that all conditions precedent herein provided for relating to such transaction
      have been complied with (including any filing required by the Exchange
      Act).

     

    SECTION
      3.11.  Successor
      or
      Transferee.  

     

    (a)  Upon
      any consolidation or merger of the Issuing Entity in accordance with Section
      3.10(a), the Person formed by or surviving such consolidation or merger (if
      other than the Issuing Entity) shall succeed to, and be substituted for, and
      may
      exercise every right and power of, the Issuing Entity under this Indenture
      with
      the same effect as if such Person had been named as the Issuing Entity
      herein.

     

    (b)  Upon
      a conveyance or transfer of all the assets and properties of the Issuing Entity
      pursuant to Section 3.10(b), Caterpillar Financial Asset Trust 2007-A
      will be released from every covenant and agreement of this Indenture to be
      observed or performed on the part of the Issuing Entity with respect to the
      Notes immediately upon the delivery to the Indenture Trustee of the Officer's
      Certificate and Opinion of Counsel specified in Section 3.10(b)(vi)
      stating that Caterpillar Financial Asset Trust 2007-A is to be so
      released.

     

    SECTION
      3.12.  No
      Other
      Business.  The Issuing Entity shall not engage in any
      business other than the purposes and powers set forth in Section 2.03 of the
      Trust Agreement.

     

    SECTION
      3.13.  No
      Borrowing.  The Issuing Entity shall not issue, incur,
      assume, guarantee or otherwise become liable, directly or indirectly, for any
      indebtedness except for (i) the Notes and (ii) any other indebtedness
      permitted by or arising under the Basic Documents.

     

    SECTION
      3.14.  Servicer's
      Obligations.  The Issuing Entity shall cause the Servicer
      to comply with all of its obligations under the Basic Documents, including
      without limitation those set forth in Sections 4.09, 4.10, 4.11, 4.12, 4.13
      and
      5.06 of the Sale and Servicing Agreement.

     

    SECTION
      3.15.  Guarantees,
      Loans, Advances and Other
      Liabilities.  Except as
      contemplated by the Basic Documents, the Issuing Entity shall not make any
      loan
      or advance or credit to, or guarantee (directly or indirectly or by an
      instrument having the effect of assuring another's payment or performance on
      any
      obligation or capability of so doing or otherwise), endorse or otherwise become
      contingently liable, directly or indirectly, in connection with the obligations,
      stocks or dividends of, or own, purchase, repurchase or acquire (or agree
      contingently to do so) any stock, obligations, assets or securities of, or
      any
      other interest in, or make any capital contribution to, any other
      Person.

     

     

    
      
        
        

      

      
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    SECTION
      3.16.  Capital
      Expenditures.  Except as contemplated by the Basic
      Documents, the Issuing Entity shall not make any expenditure (by long-term
      or
      operating lease or otherwise) for capital assets (either realty or
      personalty).

     

    SECTION
      3.17.  Removal
      of
      Administrator.  So long as any Notes are Outstanding, the
      Issuing Entity shall not remove the Administrator without cause unless the
      Rating Agency Condition shall have been satisfied in connection with such
      removal.

     

    SECTION
      3.18.  Restricted
      Payments.  The Issuing Entity shall not, directly or
      indirectly, (i) pay any dividend or make any distribution (by reduction of
      capital or otherwise), whether in cash, property, securities or a combination
      thereof, to the Owner Trustee or any owner of a beneficial interest in the
      Issuing Entity or otherwise with respect to any ownership or equity interest
      or
      security in or of the Issuing Entity or to the Servicer, (ii) redeem, purchase,
      retire or otherwise acquire for value any such ownership or equity interest
      or
      security or (iii) set aside or otherwise segregate any amounts for any such
      purpose; provided, however, that the Issuing Entity may make, or
      cause to be made, (x) distributions to the Servicer, the Depositor, the Owner
      Trustee and the Certificateholders as permitted by, and to the extent funds
      are
      available for such purpose under, this Indenture, the Sale and Servicing
      Agreement and the Trust Agreement and (y) payments to the Indenture Trustee
      and
      the Administrator pursuant to this Indenture and the Administration Agreement.
      The Issuing Entity will not, directly or indirectly, make payments to or
      distributions from the Collection Account except in accordance with this
      Indenture and the Basic Documents.

     

    SECTION
      3.19.  Notice
      of Events of
      Default.  The Issuing Entity agrees to give a Responsible
      Officer of the Indenture Trustee, the Swap Counterparty and the Rating Agencies
      prompt written notice of each Event of Default hereunder and each Swap Event
      of
      Default and, immediately after obtaining knowledge of any of the following
      occurrences, written notice of each default on the part of the Servicer or
      the
      Depositor of its obligations under the Sale and Servicing Agreement and each
      default on the part of CFSC of its obligations under the Purchase
      Agreement.  In addition, on (i) any Distribution Date on which
      the Issuing Entity has not received from the Swap Counterparty any amount due
      from the Swap Counterparty on such Distribution Date, (ii) the Business Day
      following any such Distribution Date if the Issuing Entity has not yet received
      such amount due from the Swap Counterparty or (iii) the Business Day on
      which such failure to pay by the Swap Counterparty becomes a Swap Event of
      Default under the Interest Rate Swap Agreement, the Issuing Entity shall give
      immediate notice thereof to the Swap Counterparty, the Indenture Trustee and
      each Rating Agency.

     

    SECTION
      3.20.  Further
      Instruments and
      Acts.  Upon request of the Indenture Trustee, the Issuing
      Entity will execute and deliver such further instruments and do such further
      acts as may be reasonably necessary or proper to carry out more effectively
      the
      purpose of this Indenture.

     

    
      
        
        

      

      
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      ARTICLE
        IV

       

      SATISFACTION
        AND
        DISCHARGE

                                     

    

    SECTION
      4.01.  Satisfaction
      and Discharge of
      Indenture.  This Indenture shall cease to be of further
      effect with respect to the Notes except as to (i) rights of registration of
      transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen
      Notes, (iii) rights of Noteholders to receive payments of principal thereof
      and
      interest thereon, (iv) Sections3.02, 3.03, 3.04,
3.05, 3.08, 3.10, 3.11, 3.12, 3.13,
3.17,
3.19,
3.20
      and 11.17, (v) the rights,
      obligations and immunities of the Indenture Trustee hereunder (including the
      rights of the Indenture Trustee under Section 6.07 and the obligations of
      the Indenture Trustee under Section 4.02) and (vi) the rights of
      Noteholders as beneficiaries hereof with respect to the property so deposited
      with the Indenture Trustee payable to all or any of them, and the Indenture
      Trustee, on demand of and at the expense of the Issuing Entity, shall execute
      proper instruments acknowledging satisfaction and discharge of this Indenture
      with respect to the Notes, when

     

    (A)           either

     

    (1)           all
      Notes theretofore authenticated and delivered (other than (i) Notes that have
      been destroyed, lost or stolen and that have been replaced or paid as provided
      in Section 2.05 and (ii) Notes for whose payment money has theretofore
      been deposited in trust or segregated and held in trust by the Issuing Entity
      and thereafter repaid to the Issuing Entity or discharged from such trust,
      as
      provided in Section 3.03) have been delivered to the Indenture Trustee
      for cancellation; or

     

    (2)           all
      Notes not theretofore delivered to the Indenture Trustee for
      cancellation:

     

    (i)           have
      become due and payable;

     

    (ii)           will
      become due and payable at (A) the Class A-1 Note Final Scheduled Distribution
      Date with respect to the Class A-1 Notes, (B) the Class A-2 Note Final Scheduled
      Distribution Date with respect to the Class A-2 Notes, (C) the Class A-3 Note
      Final Scheduled Distribution Date with respect to the Class A-3 Notes and
      (D) the Class B Note Final Scheduled Distribution Date with respect to the
      Class B Notes; or

     

    (iii)           are
      subject to prepayment within one year under arrangements satisfactory to the
      Indenture Trustee for the giving of notice of prepayment by the Indenture
      Trustee in the name, and at the expense, of the Issuing Entity;

     

    and
      the Issuing Entity, in the case of (i), (ii) or (iii) above, has irrevocably
      deposited or caused to be irrevocably deposited with the Indenture Trustee
      cash
      or direct obligations of or obligations guaranteed by the United States of
      America (which will mature prior to the date such amounts are payable), in
      trust
      for such purpose, in an amount sufficient to pay and discharge the entire
      indebtedness on such Notes not theretofore delivered to the Indenture Trustee
      for cancellation when due to (x) the Class A-1 Note Final Scheduled Distribution
      Date, Class A-2 Note Final Scheduled Distribution Date, Class A-3 Note Final
      Scheduled Distribution Date or Class B Note Final Scheduled Distribution Date,
      as applicable, or Prepayment Date (if Notes shall have been called for
      prepayment pursuant to Section 10.01), as the case may be;

     

    
      
        
        

      

      
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    (B)           the
      Issuing Entity has paid or caused to be paid all other sums payable hereunder
      by
      the Issuing Entity, including all amounts owed to the Swap Counterparty,
      including all Swap Termination Payments; and

     

    (C)           the
      Issuing Entity has delivered to the Indenture Trustee an Officer's Certificate,
      an Opinion of Counsel and (if required by the TIA) an Independent Certificate
      from a firm of certified public accountants, each meeting the applicable
      requirements of Section 11.01(a) and each stating that all conditions
      precedent herein provided for relating to the satisfaction and discharge of
      this
      Indenture have been complied with.

     

    SECTION
      4.02.  Application
      of Trust
      Money.  All monies deposited with the Indenture Trustee
      pursuant to Section 4.01 shall be held in trust and applied by it, in
      accordance with the provisions of the Notes and this Indenture, to the payment,
      either directly or through any Paying Agent, as the Indenture Trustee may
      determine, to (i) the Holders of the particular Notes for the payment or
      prepayment of which such monies have been deposited with the Indenture Trustee,
      of all sums due and to become due thereon for principal and interest; and
      (ii) to the Swap Counterparty for all amounts payable under the Interest
      Rate Swap Agreement.  Such monies need not be segregated from other
      funds except to the extent required herein or in the Sale and Servicing
      Agreement or as required by law.

     

    SECTION
      4.03.  Repayment
      of Monies Held by Paying
      Agent.  In connection with the satisfaction and discharge
      of this Indenture with respect to the Notes, all monies then held by any Paying
      Agent other than the Indenture Trustee under the provisions of this Indenture
      with respect to such Notes shall, upon demand of the Issuing Entity, be paid
      to
      the Indenture Trustee to be held and applied according to Section 3.03,
      and thereupon such Paying Agent shall be released from all further liability
      with respect to such monies.

    ARTICLE
      V

     

    REMEDIES

    
    

    SECTION
      5.01.  Events
      of
      Default.  "Event of Default", wherever used herein,
      means any one of the following events (whatever the reason for such Event of
      Default and whether it shall be voluntary or involuntary or be effected by
      operation of law or pursuant to any judgment, decree or order of any court
      or
      any order, rule or regulation of any administrative or governmental
      body):

     

    (i)           default
      in the payment of any interest on any Note when the same becomes due and
      payable, and such default shall continue for a period of five days;

     

    (ii)           default
      in the payment of the principal of or any installment of the principal of any
      Note when the same becomes due and payable;

     

    (iii)           default
      in the observance or performance of any covenant or agreement of the Issuing
      Entity made in this Indenture (other than a covenant or agreement, a default
      in
      the observance or performance of which is elsewhere in this Section specifically
      dealt with), or any representation or warranty of the Issuing Entity made in
      this Indenture or in any certificate or other writing delivered pursuant hereto
      or in connection herewith proving to have been incorrect in any material respect
      as of the time when the same shall have been made, and such default shall
      continue or not be cured, or the circumstance or condition in respect of which
      such representation or warranty was incorrect shall not have been eliminated
      or
      otherwise cured, for a period of 30 days after there shall have been given,
      by
      registered or certified mail, return receipt requested, to the Issuing Entity
      by
      the Indenture Trustee or to the Issuing Entity and the Indenture Trustee by
      the
      Holders of at least 25% of the Outstanding Principal Amount of the Notes, a
      written notice specifying such default or incorrect representation or warranty
      and requiring it to be remedied and stating that such notice is a "Notice of
      Default" hereunder;

     

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    (iv)           the
      filing of a decree or order for relief by a court having jurisdiction in the
      premises in respect of the Issuing Entity or any substantial part of the Trust
      Estate 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 the Issuing Entity or for any substantial part of the Trust Estate,
      or ordering the winding-up or liquidation of the Issuing Entity's affairs,
      and
      such decree or order shall remain unstayed and in effect for a period of 90
      consecutive days; or

     

    (v)           the
      commencement by the Issuing Entity 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 the Issuing Entity to the entry of an order for relief
      in an involuntary case under any such law, or the consent by the Issuing Entity
      to the appointment or taking possession by a receiver, liquidator, assignee,
      custodian, trustee, sequestrator or similar official of the Issuing Entity
      or
      for any substantial part of the Trust Estate, or the making by the Issuing
      Entity of any general assignment for the benefit of creditors, or the failure
      by
      the Issuing Entity generally to pay its debts as such debts become due, or
      the
      taking of action by the Issuing Entity in furtherance of any of the
      foregoing.

     

    The
      Issuing Entity shall deliver to the Indenture Trustee and the Swap Counterparty,
      within five days after the occurrence thereof, written notice in the form of
      an
      Officer's Certificate of any event which with the giving of notice and the
      lapse
      of time would become an Event of Default under clause (iii) or clause (v),
      its
      status and what action the Issuing Entity is taking or proposes to take with
      respect thereto.

     

    SECTION
      5.02.  Acceleration
      of Maturity; Rescission
      and Annulment.  If an Event of Default should occur and be
      continuing, then and in every such case the Indenture Trustee or the Holders
      of
      Notes representing not less than a majority of the Outstanding Principal Amount
      of the Notes may declare all the Notes to be immediately due and payable, by
      a
      notice in writing to the Issuing Entity (and to the Indenture Trustee if
      declared by Noteholders), and upon any such declaration the unpaid principal
      amount of the Notes, together with accrued and unpaid interest thereon through
      the date of acceleration, shall become immediately due and payable.

     

    
      
        
        

      

      
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    At
      any time after such declaration of acceleration of maturity has been made and
      before a judgment or decree for payment of the money due has been obtained
      by
      the Indenture Trustee as hereinafter in this Article V provided, the
      Holders of Notes representing not less than a majority of the Outstanding
      Principal Amount of the Notes, by written notice to the Issuing Entity and
      the
      Indenture Trustee, may rescind and annul such declaration and its consequences
      if:

     

    (i)           the
      Issuing Entity has paid or deposited with the Indenture Trustee a sum sufficient
      to pay

     

    (A)           all
      payments of principal of and interest on all Notes and all other amounts that
      would then be due hereunder or upon such Notes if the Event of Default giving
      rise to such acceleration had not occurred;

     

    (B)           all
      sums paid or advanced by the Indenture Trustee hereunder and the reasonable
      compensation, expenses, disbursements and advances of the Indenture Trustee
      and
      its agents and counsel; and

     

    (C)           any
      Net Swap Payments and any Swap Termination Payments then due and payable to
      the
      Swap Counterparty under the Interest Rate Swap Agreement; and

     

    (ii)           all
      Events of Default, other than the nonpayment of the principal of the Notes
      that
      has become due solely by such acceleration, have been cured or waived as
      provided in Section 5.12.

     

    No
      such rescission shall affect any subsequent default or impair any right
      consequent thereto.

     

    SECTION
      5.03.  Collection
      of Indebtedness and Suits
      for Enforcement by Indenture Trustee.  

     

    (a)  The
      Issuing Entity covenants that if default is made in the payment of (i) any
      interest on any Note when the same becomes due and payable, and such default
      continues for a period of five days or (ii) the principal of or any installment
      of the principal of any Note when the same becomes due and payable, the Issuing
      Entity will, upon demand of the Indenture Trustee, pay to it, for the benefit
      of
      the Holders of the Notes, the whole amount then due and payable on such Notes
      for principal and interest, with interest upon the overdue principal, and,
      to
      the extent payment at such rate of interest shall be legally enforceable, upon
      overdue installments of interest, at the applicable Note Interest Rate borne
      by
      the Notes, and in addition thereto will pay such further amount as shall be
      sufficient to cover the costs and expenses of collection, including the
      reasonable compensation, expenses, disbursements and advances of the Indenture
      Trustee and its agents and counsel.

     

    (b)           In
      case the Issuing Entity shall fail forthwith to pay such amounts upon such
      demand, the Indenture Trustee, in its own name and as trustee of an express
      trust, may institute a Proceeding for the collection of the sums so due and
      unpaid, and may prosecute such Proceeding to judgment or final decree, and
      may
      enforce the same against the Issuing Entity or other obligor upon such Notes
      and
      collect in the manner provided by law out of the property of the Issuing Entity
      or other obligor upon such Notes, wherever situated, the monies adjudged or
      decreed to be payable.

     

     

    
      
        
        

      

      
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    (c)           If
      an Event of Default occurs and is continuing, the Indenture Trustee may, as
      more
      particularly provided in Section 5.04, in its discretion, proceed to
      protect and enforce its rights and the rights of the Noteholders and the Swap
      Counterparty, by such appropriate Proceedings as the Indenture Trustee shall
      deem most effective to protect and enforce any such rights, whether for the
      specific enforcement of any covenant or agreement in this Indenture or in aid
      of
      the exercise of any power granted herein, or to enforce any other proper remedy
      or legal or equitable right vested in the Indenture Trustee by this Indenture
      or
      by law.

     

    (d)           In
      case there shall be pending, relative to the Issuing Entity or any other obligor
      upon the Notes or any Person having or claiming an ownership interest in the
      Trust Estate, Proceedings under Title 11 of the United States Code or any other
      applicable federal or state bankruptcy, insolvency or other similar law, or
      in
      case a receiver, assignee, trustee in bankruptcy, liquidator, sequestrator
      or
      similar official shall have been appointed for or taken possession of the
      Issuing Entity or its property or such other obligor or Person, or in case
      of
      any other comparable judicial Proceedings relative to the Issuing Entity or
      other obligor upon the Notes, or to the creditors or property of the Issuing
      Entity or such other obligor, the Indenture Trustee, irrespective of whether
      the
      principal of any Notes shall then be due and payable as therein expressed or
      by
      declaration or otherwise and irrespective of whether the Indenture Trustee
      shall
      have made any demand pursuant to the provisions of this Section, shall be
      entitled and empowered, by intervention in such Proceedings or
      otherwise:

     

    (i)           to
      file one or more claims for the whole amount of principal and interest owing
      and
      unpaid in respect of the Notes and for all amounts owed under the Interest
      Rate
      Swap Agreement and to file such other papers or documents, and take such
      actions, as may be necessary or advisable in order to have the claims of the
      Indenture Trustee (including any claim for reasonable compensation to the
      Indenture Trustee and each predecessor Indenture Trustee, and their respective
      agents, attorneys and counsel, and for reimbursement of all expenses and
      liabilities incurred, and all advances made, by the Indenture Trustee and each
      predecessor Indenture Trustee, except as a result of negligence or bad faith)
      and of the Noteholders and the Swap Counterparty allowed in such
      Proceedings;

     

    (ii)           unless
      prohibited by applicable law, to vote on behalf of the Holders of Notes in
      any
      election of a trustee, a standby trustee or Person performing similar functions
      in any such Proceedings; and

     

    (iii)           to
      collect and receive any monies or other property payable or deliverable on
      any
      such claims and to distribute all amounts received with respect to the claims
      of
      the Noteholders, of the Swap Counterparty and of the Indenture Trustee on their
      behalf;

     

    and
      any trustee, receiver, liquidator, custodian or other similar official in any
      such Proceeding is hereby authorized by each of such Noteholders to make
      payments to the Indenture Trustee, and, in the event that the Indenture Trustee
      shall consent to the making of payments directly to such Noteholders, to pay
      to
      the Indenture Trustee such amounts as shall be sufficient to cover reasonable
      compensation to the Indenture Trustee, each predecessor Indenture Trustee and
      their respective agents, attorneys and counsel, and all other expenses and
      liabilities incurred, and all advances made, by the Indenture Trustee and each
      predecessor Indenture Trustee except as a result of negligence or bad
      faith.

     

     

    
      
        
        

      

      
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    (e)           Nothing
      herein contained shall be deemed to authorize the Indenture Trustee to authorize
      or consent to or vote for or accept or adopt on behalf of any Noteholder any
      plan of reorganization, arrangement, adjustment or composition affecting the
      Notes or the rights of any Holder thereof or to authorize the Indenture Trustee
      to vote in respect of the claim of any Noteholder in any such Proceeding except,
      to vote for the election of a trustee in bankruptcy or similar Person as
      provided in Section 5.03(d)(ii).

     

    (f)           All
      rights of action and of asserting claims under this Indenture, or under any
      of
      the Notes or the Interest Rate Swap Agreement may be enforced by the Indenture
      Trustee without the possession of any of the Notes or the production thereof
      in
      any trial or other Proceedings relative thereto, and any such action or
      Proceedings instituted by the Indenture Trustee shall be brought in its own
      name
      as trustee of an express trust, and any recovery of judgment, subject to the
      payment of the expenses, disbursements and compensation of the Indenture
      Trustee, each predecessor Indenture Trustee and their respective agents and
      attorneys, shall be for the ratable benefit of the Holders of the Notes and
      the
      Swap Counterparty.

     

    (g)           In
      any Proceedings brought by the Indenture Trustee (and also any Proceedings
      involving the interpretation of any provision of this Indenture to which the
      Indenture Trustee shall be a party), the Indenture Trustee shall be held to
      represent all the Holders of the Notes and the Swap Counterparty, and it shall
      not be necessary to make any Noteholder or the Swap Counterparty a party to
      any
      such Proceedings.

     

    SECTION
      5.04.  Remedies;
      Priorities.  (a)  If an Event of Default shall
      have occurred and be continuing, the Indenture Trustee may do one or more of
      the
      following (subject to Section 5.05):

     

    (i)           institute
      Proceedings in its own name and as trustee of an express trust for the
      collection of all amounts then payable on the Notes or under this Indenture
      with
      respect thereto, whether by declaration or otherwise, enforce any judgment
      obtained, and collect from the Issuing Entity, the Swap Counterparty and any
      other obligor upon such Notes monies adjudged due;

     

    (ii)           institute
      Proceedings from time to time for the complete or partial foreclosure of this
      Indenture with respect to the Trust Estate;

     

    (iii)           exercise
      any remedies of a secured party under the UCC and take any other appropriate
      action to protect and enforce the rights and remedies of the Indenture Trustee
      and the Holders of the Notes and the Swap Counterparty; and

     

    (iv)           in
      the event that all the Notes have been declared due and payable pursuant to
      Section 5.02, sell the Trust Estate or any portion thereof or rights or
      interest therein, at one or more public or private sales called and conducted
      in
      any manner permitted by law;

     

     

    
      
        
        

      

      
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    provided,
      however, that the Indenture Trustee may not sell or otherwise liquidate
      the Trust Estate following an Event of Default, other than a Monetary Event
      of
      Default, unless (A) the Holders of 100% of the Outstanding Principal Amount
      of
      the Notes and the Swap Counterparty consent thereto, (B) the proceeds of such
      sale or liquidation distributable to the Noteholders are sufficient to discharge
      in full all amounts then due and unpaid upon such Notes for principal and
      interest and all amounts due to the Swap Counterparty under the Interest Rate
      Swap Agreement or (C) the Indenture Trustee determines that the Trust Estate
      will not continue to provide sufficient funds for the payment of principal
      of
      and interest on the Notes as they would have become due if the Notes had not
      been declared due and payable, and the Indenture Trustee obtains the consent
      of
      Holders of at least 66-2/3% of the Outstanding Principal Amount of the Notes
      voting together as a single class and the Swap Counterparty under the Interest
      Rate Swap Agreement.  In determining such sufficiency or insufficiency
      with respect to clause (B) and (C), the Indenture Trustee may, but need not,
      obtain and rely upon an opinion of an Independent investment banking or
      accounting firm of national reputation as to the feasibility of such proposed
      action and as to the sufficiency of the Trust Estate for such
      purpose.

     

    (b)  If
      the Indenture Trustee collects any money or property pursuant to this Article
      V following any occurrence of a Monetary Event of Default and the
      acceleration of the maturities of the Notes pursuant to Section 5.02 (so
      long as such declaration shall not have been rescinded or annulled), it shall
      pay out the money or property (other than the Additional Servicing Compensation,
      which may be retained by the Servicer in accordance with Section 5.08 of
      the Sale and Servicing Agreement) in the following order:

     

    FIRST:  to
      the Indenture
      Trustee for amounts due under Section 6.07;

     

    SECOND:
      to the Swap Counterparty, any
      due and unpaid Net Swap Payments;

     

    THIRD:  on
      a pro rata basis,
      (i) to the Swap Counterparty, any due and unpaid Senior Swap Termination
      Payments and (ii) to Class A Noteholders for amounts due and unpaid on the
      Class A Notes for interest, ratably, without preference or priority of any
      kind,
      according to the amounts due and payable on the Class A Notes for
      interest;

     

    FOURTH:  to
      the Holders of
      the Class A-1 Notes for amounts due and unpaid on the Class A-1 Notes for
      principal until the principal amount of the Class A-1 Notes has been paid in
      full;

     

    FIFTH:  to
      Holders of Class
      A-2 and Class A-3 Notes for amounts due and unpaid on the Class A-2 and Class
      A-3 Notes for principal, ratably, without preference or priority of any kind,
      according to the amounts due and payable on the Class A-2 and Class A-3 Notes
      for principal;

     

    SIXTH:  to
      Holders of Class B
      Notes for amounts due and unpaid on the Class B Notes for interest, ratably,
      without preference or priority of any kind, according to the amounts due and
      payable on the Class B Notes for interest;

     

    SEVENTH:  to
      Holders of Class
      B Notes for amounts due and unpaid on the Class B Notes for principal, ratably,
      without preference or priority of any kind, according to the amounts due and
      payable on the Class B Notes for principal;

     

     

    
      
        
        

      

      
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    EIGHTH:  to
      the Servicer and the Administrator, any amounts due and owing to the Servicer
      and the Administrator, and

     

    NINTH:  to
      the Swap
      Counterparty, any due and unpaid Subordinated Swap Termination Payments;
      and

     

    TENTH:  to
      the Certificate
      Distribution Account.

     

    (c)  If
      the Indenture Trustee collects any money or property pursuant to this Article
      V following any occurrence of a Non-Monetary Event of Default and the
      acceleration of the maturities of the Notes pursuant to Section 5.02 (so
      long as such declaration shall not have been rescinded or annulled), it shall
      pay out the money or property (other than the Additional Servicing Compensation,
      which may be retained by the Servicer in accordance with Section 5.08 of
      the Sale and Servicing Agreement) in the following order:

     

    FIRST:  to
      the Indenture
      Trustee for amounts due under Section 6.07;

     

    SECOND:
      to the Swap Counterparty, any
      due and unpaid Net Swap Payments;

     

    THIRD:  on
      a pro rata basis,
      (i) to the Swap Counterparty, any due and unpaid Senior Swap Termination
      Payments, and (ii) to Holders of the Class A Notes for amounts due and
      unpaid on the Class A Notes for interest, ratably, without preference or
      priority of any kind, according to the amounts due and payable on the Class
      A
      Notes for interest;

     

    FOURTH:  to
      Holders of the
      Class B Notes for amounts due and unpaid on the Class B Notes for interest,
      ratably, without preference of any kind, according to the amounts due and
      payable on the Class B Notes for interest;

     

    FIFTH:  to
      the Holders of the
      Class A-1 Notes for amounts due and unpaid on the Class A-1 Notes for principal
      until the principal amount of the Class A-1 Notes has been paid in
      full;

     

    SIXTH:  to
      Holders of Class
      A-2 and Class A-3 Notes for amounts due and unpaid on the Class A-2 and Class
      A-3 Notes for principal, ratably, without preference or priority of any kind,
      according to the amounts due and payable on the Class A-2 and Class A-3 Notes
      for principal;

     

    SEVENTH:  to
      Holders of Class
      B Notes for amounts due and unpaid on the Class B Notes for principal, ratably,
      without preference or priority of any kind, according to the amounts due and
      payable on the Class B Notes for principal;

     

    EIGHTH:  to
      the Servicer and
      the Administrator, any amounts due and owing to the Servicer and the
      Administrator, and

     

    NINTH:  to
      the Swap
      Counterparty, any due and unpaid Subordinated Swap Termination Payments;
      and

     

    TENTH:  to
      the Certificate
      Distribution Account.

     

     

    
      
        
        

      

      
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    (d)           The
      Indenture Trustee may fix a record date and payment date for any payment to
      Noteholders pursuant to this Section.  At least 15 days before such
      record date, the Issuing Entity shall mail to each Noteholder and the Indenture
      Trustee a notice that states the record date, the payment date and the amount
      to
      be paid.

     

    SECTION
      5.05.  Optional
      Preservation of the
      Receivables.  If the Notes have been declared to be due and
      payable under Section 5.02 following an Event of Default and such
      declaration and its consequences have not been rescinded and annulled, the
      Indenture Trustee may, but need not, elect to maintain possession of the Trust
      Estate.  It is the desire of the parties hereto, the Swap Counterparty
      and the Noteholders that there be at all times sufficient funds for the payment
      of principal of and interest on the Notes and all amounts due to the Swap
      Counterparty under the Interest Rate Swap Agreement, and the Indenture Trustee
      shall take such desire into account when determining whether or not to maintain
      possession of the Trust Estate.  In determining whether to maintain
      possession of the Trust Estate, the Indenture Trustee may, but need not, obtain
      and rely upon an opinion of an Independent investment banking or accounting
      firm
      of national reputation as to the feasibility of such proposed action and as
      to
      the sufficiency of the Trust Estate for such purpose.

     

    SECTION
      5.06.  Limitation
      of
      Suits.  No Holder of any Note shall have any right to
      institute any Proceeding, judicial or otherwise, with respect to this Indenture,
      or for the appointment of a receiver or trustee, or for any other remedy
      hereunder, unless:

     

    (i)           such
      Holder has previously given written notice to the Indenture Trustee of a
      continuing Event of Default;

     

    (ii)           the
      Holders of not less than 25% of the Outstanding Principal Amount of the Notes
      have made written request to the Indenture Trustee to institute such Proceeding
      in respect of such Event of Default in its own name as Indenture Trustee
      hereunder;

     

    (iii)           such
      Holder or Holders have offered to the Indenture Trustee reasonable indemnity
      against the costs, expenses and liabilities to be incurred in complying with
      such request;

     

    (iv)           the
      Indenture Trustee for 60 days after its receipt of such notice, request and
      offer of indemnity has failed to institute such Proceedings; and

     

    (v)           no
      direction inconsistent with such written request has been given to the Indenture
      Trustee during such 60-day period by the Holders of a majority of the
      Outstanding Principal Amount of the Notes;

     

    it
      being understood and intended that no one or more Holders of Notes shall have
      any right in any manner whatever by virtue of, or by availing of, any provision
      of this Indenture to affect, disturb or prejudice the rights of any other
      Holders of Notes or to obtain or to seek to obtain priority or preference over
      any other Holders or to enforce any right under this Indenture, except in the
      manner herein provided.

     

    In
      the event the Indenture Trustee shall receive conflicting or inconsistent
      requests and indemnity from two or more groups of Holders of Notes, each
      representing less than a majority of the Outstanding Principal Amount of the
      Notes, the Indenture Trustee in its sole discretion may determine what action,
      if any, shall be taken, notwithstanding any other provisions of this
      Indenture.

     

     

    
      
        
        

      

      
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    SECTION
      5.07.  Unconditional
      Rights of Noteholders
      to Receive Principal and Interest; Unconditional Right of Swap Counterparty
      to
      Receive Payments.  Notwithstanding any other provisions in
      this Indenture, (i) the Holder of any Note shall have the right, which is
      absolute and unconditional, to receive payment of the principal of and interest,
      if any, on such Note on the respective due dates thereof expressed in such
      Note
      or in this Indenture (or, in the case of prepayment, on the Prepayment Date)
      and
      to institute suit for the enforcement of any such payment, and such right shall
      not be impaired without the consent of such Holder and (ii) the Swap
      Counterparty shall have the right, which is absolute and unconditional, to
      receive payments due to it under the Interest Rate Swap Agreement, and to
      institute suit for the enforcement of any such payment, and such right shall
      not
      be impaired without the consent of the Swap Counterparty.

     

    SECTION
      5.08.  Restoration
      of Rights and
      Remedies.  If the Indenture Trustee, the Swap Counterparty
      or any Noteholder has instituted any Proceeding to enforce any right or remedy
      under this Indenture and such Proceeding has been discontinued or abandoned
      for
      any reason or has been determined adversely to the Indenture Trustee, the Swap
      Counterparty or to such Noteholder, then and in every such case the Issuing
      Entity, the Indenture Trustee, the Swap Counterparty and the Noteholders shall,
      subject to any determination in such Proceeding, be restored severally and
      respectively to their former positions hereunder, and thereafter all rights
      and
      remedies of the Indenture Trustee, the Swap Counterparty and the Noteholders
      shall continue as though no such Proceeding had been instituted.

     

    SECTION
      5.09.  Rights
      and Remedies
      Cumulative.  No right or remedy herein conferred upon or
      reserved to the Indenture Trustee, the Swap Counterparty or to the Noteholders
      is intended to be exclusive of any other right or remedy, and every right and
      remedy shall, to the extent permitted by law, be cumulative and in addition
      to
      every other right and remedy given hereunder or now or hereafter existing at
      law
      or in equity or otherwise.  The assertion or employment of any right
      or remedy hereunder, or otherwise, shall not prevent the concurrent assertion
      or
      employment of any other appropriate right or remedy.

     

    SECTION
      5.10.  Delay
      or Omission Not a
      Waiver.  No delay or omission of the Indenture Trustee or
      any Holder of any Note to exercise any right or remedy accruing upon any Default
      or Event of Default shall impair any such right or remedy or constitute a waiver
      of any such Default or Event of Default or acquiescence
      therein.  Every right and remedy given by this Article V or by
      law to the Indenture Trustee, the Swap Counterparty or to the Noteholders may
      be
      exercised from time to time, and as often as may be deemed expedient, by the
      Indenture Trustee, the Swap Counterparty or by the Noteholders, as the case
      may
      be.

     

    SECTION
      5.11.  Control
      by
      Noteholders.  The Holders of a majority (or 66 2/3% if
      an Event of Default has occurred and is continuing) of the Outstanding Principal
      Amount of the Notes shall have the right to direct the time, method and place
      of
      conducting any Proceeding for any remedy available to the Indenture Trustee
      with
      respect to the Notes or exercising any trust or power conferred on the Indenture
      Trustee; provided that

     

     

    
      
        
        

      

      
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    (i)           such
      direction shall not be in conflict with any rule of law or with this
      Indenture;

     

    (ii)           subject
      to the express terms of Section 5.04, any direction to the Indenture
      Trustee to sell or liquidate the Trust Estate shall be by the Holders of Notes
      representing not less than 100% of the Outstanding Principal Amount of the
      Notes;

     

    (iii)           if
      the conditions set forth in Section 5.05 have been satisfied and the
      Indenture Trustee elects to retain the Trust Estate pursuant to such Section,
      then any direction to the Indenture Trustee by Holders of Notes representing
      less than 100% of the Outstanding Principal Amount of the Notes to sell or
      liquidate the Trust Estate shall be of no force and effect; and

     

    (iv)           the
      Indenture Trustee may take any other action deemed proper by the Indenture
      Trustee that is not inconsistent with such direction;

     

    provided,
      however, that, subject to Section 6.01, the Indenture Trustee need
      not take any action that it determines might involve it in liability or might
      materially adversely affect the rights of any Noteholders not consenting to
      such
      action.

     

    SECTION
      5.12.  Waiver
      of Past
      Defaults.  Prior to the declaration of the acceleration of
      the maturity of the Notes as provided in Section 5.02, the Holders of
      Notes of not less than a majority of the Outstanding Principal Amount of the
      Notes voting together as a single class may waive any past Default or Event
      of
      Default and its consequences except a Default (a) in payment of principal of
      or
      interest on any of the Notes or (b) in respect of a covenant or provision hereof
      which cannot be modified or amended without the consent of the Holder of each
      Note.  In the case of any such waiver, the Issuing Entity, the
      Indenture Trustee and the Holders of the Notes shall be restored to their former
      positions and rights hereunder, respectively; provided that no such waiver
      shall
      extend to any subsequent or other Default or impair any right consequent
      thereto.

     

    Upon
      any such waiver, such Default shall cease to exist and be deemed to have been
      cured and not to have occurred, and any Event of Default arising therefrom
      shall
      be deemed to have been cured and not to have occurred, for every purpose of
      this
      Indenture; provided that no such waiver shall extend to any subsequent or other
      Default or Event of Default or impair any right consequent thereto.

     

    SECTION
      5.13.  Undertaking
      for
      Costs.  All parties to this Indenture agree, and each
      Holder of any Note by such Holder's acceptance thereof shall be deemed to have
      agreed, that any court may in its discretion require, in any suit for the
      enforcement of any right or remedy under this Indenture, or in any suit against
      the Indenture Trustee for any action taken, suffered or omitted by it as
      Indenture Trustee, the filing by any party litigant in such suit of an
      undertaking to pay the costs of such suit, and that such court may in its
      discretion assess reasonable costs, including reasonable attorneys' fees,
      against any party litigant in such suit, having due regard to the merits and
      good faith of the claims or defenses made by such party litigant; provided
      that
      the provisions of this Section shall not apply to (a) any suit instituted by
      the
      Indenture Trustee, (b) any suit instituted by any Noteholder, or group of
      Noteholders, in each case holding in the aggregate more than 10% of the
      Outstanding Principal Amount of the Notes, (c) any suit instituted by any
      Noteholder for the enforcement of the payment of principal of or interest on
      any
      Note on or after the respective due dates expressed in such Note and in this
      Indenture (or, in the case of prepayment, on or after the Prepayment Date)
      or
      (d) any suit instituted by the Swap Counterparty.

     

     

    
      
        
        

      

      
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    SECTION
      5.14.  Waiver
      of Stay or Extension
      Laws.  The Issuing Entity covenants (to the extent that it
      may lawfully do so) that it will not at any time insist upon, or plead or in
      any
      manner whatsoever, claim or take the benefit or advantage of, any stay or
      extension law wherever enacted, now or at any time hereafter in force, that
      may
      affect the covenants or the performance of this Indenture; and the Issuing
      Entity (to the extent that it may lawfully do so) hereby expressly waives all
      benefit or advantage of any such law, and covenants that it will not hinder,
      delay or impede the execution of any power herein granted to the Indenture
      Trustee, but will suffer and permit the execution of every such power as though
      no such law had been enacted.

     

    SECTION
      5.15.  Action
      on
      Notes.  The Indenture Trustee's right to seek and recover
      judgment on the Notes, the Interest Rate Swap Agreement or under this Indenture
      shall not be affected by the seeking, obtaining or application of any other
      relief under or with respect to this Indenture. Neither the lien of this
      Indenture nor any rights or remedies of the Indenture Trustee, the Swap
      Counterparty or the Noteholders shall be impaired by the recovery of any
      judgment by the Indenture Trustee against the Issuing Entity or by the levy
      of
      any execution under such judgment upon any portion of the Trust Estate or upon
      any of the assets of the Issuing Entity.  Any money or property
      collected by the Indenture Trustee shall be applied in accordance with
Section 5.04(b).

     

    SECTION
      5.16.  Performance
      and Enforcement of
      Certain Obligations.  

     

    (a)  Promptly
      following a request from the Indenture Trustee to do so and at the Depositor's
      expense, the Issuing Entity agrees to take all such lawful action as the
      Indenture Trustee may request to compel or secure the performance and observance
      by (x) the Depositor, the Servicer and the Swap Counterparty, as applicable,
      of
      each of their obligations to the Issuing Entity under or in connection with
      the
      Sale and Servicing Agreement and the Interest Rate Swap Agreement or (y) CFSC
      of
      its obligations under or in connection with the Purchase Agreement in accordance
      with the terms thereof, and to exercise any and all rights, remedies, powers
      and
      privileges lawfully available to the Issuing Entity under or in connection
      with
      the Sale and Servicing Agreement or the Interest Rate Swap Agreement to the
      extent and in the manner directed by the Indenture Trustee, including the
      transmission of notices of default on the part of the Depositor, the Servicer
      or
      the Swap Counterparty thereunder and the institution of legal or administrative
      actions or proceedings to compel or secure performance by the Depositor, the
      Servicer or the Swap Counterparty of each of their obligations under the Sale
      and Servicing Agreement or the Interest Rate Swap Agreement, as
      applicable.

     

    (b)           If
      an Event of Default has occurred and is continuing, the Indenture Trustee may,
      and, at the direction (which direction shall be in writing or by telephone
      (confirmed in writing promptly thereafter)) of the Holders of at least
      66 2/3% of the Outstanding Principal Amount of the Notes shall, exercise
      all rights, remedies, powers, privileges and claims of the Issuing Entity
      against the Depositor, the Swap Counterparty or the Servicer under or in
      connection with the Sale and Servicing Agreement or the Interest Rate Swap
      Agreement, as applicable, including the right or power to take any action to
      compel or secure performance or observance by the Depositor, the Swap
      Counterparty or the Servicer of each of their obligations to the Issuing Entity
      thereunder and to give any consent, request, notice, direction, approval,
      extension or waiver under the Sale and Servicing Agreement or the Interest
      Rate
      Swap Agreement, as applicable, and any right of the Issuing Entity to take
      such
      action shall be suspended.

     

     

    
      
        
        

      

      
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    (c)           Promptly
      following a request from the Indenture Trustee to do so and at the Depositor's
      expense, the Issuing Entity agrees to take all such lawful action as the
      Indenture Trustee may request to compel or secure the performance and observance
      by CFSC of each of its obligations to the Depositor under or in connection
      with
      the Purchase Agreement in accordance with the terms thereof, and to exercise
      any
      and all rights, remedies, powers and privileges lawfully available to the
      Issuing Entity under or in connection with the Purchase Agreement to the extent
      and in the manner directed by the Indenture Trustee, including the transmission
      of notices of default on the part of CFSC thereunder and the institution of
      legal or administrative actions or proceedings to compel or secure performance
      by CFSC of each of its obligations under the Purchase Agreement.

     

    (d)           If
      an Event of Default has occurred and is continuing, the Indenture Trustee may,
      and, at the direction (which direction shall be in writing or by telephone
      (confirmed in writing promptly thereafter)) of the Holders of at least
      66 2/3% of the Outstanding Principal Amount of the Notes shall, exercise
      all rights, remedies, powers, privileges and claims of the Depositor against
      CFSC under or in connection with the Purchase Agreement, including the right
      or
      power to take any action to compel or secure performance or observance by CFSC
      of each of its obligations to the Depositor thereunder and to give any consent,
      request, notice, direction, approval, extension or waiver under the Purchase
      Agreement, and any right of the Depositor to take such action shall be
      suspended.

     

    
      ARTICLE
        VI

       

      THE
        INDENTURE
        TRUSTEE

       

    

    SECTION
      6.01.  Duties
      of Indenture
      Trustee.  

     

    (a)  If
      an Event of Default has occurred and is continuing, the Indenture Trustee shall
      exercise the rights and powers vested in it by this Indenture and use the same
      degree of care and skill in their exercise as a prudent person would exercise
      or
      use under the circumstances in the conduct of such person's own
      affairs.

     

    (b)           Except
      during the continuance of an Event of Default:

     

    (i)           the
      Indenture Trustee undertakes to perform such duties and only such duties as
      are
      specifically set forth in this Indenture and no implied covenants or obligations
      shall be read into this Indenture against the Indenture Trustee;
      and

     

    (ii)           in
      the absence of bad faith on its part, the Indenture Trustee may conclusively
      rely, as to the truth of the statements and the correctness of the opinions
      expressed therein, upon certificates or opinions furnished to the Indenture
      Trustee and conforming to the requirements of this Indenture; provided,
however, the Indenture Trustee shall examine the certificates and
      opinions to determine whether or not they conform on their face to the
      requirements of this Indenture.

     

    
      
        
        

      

      
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    The
      Indenture Trustee shall not be required to determine, confirm or recalculate
      the
      information contained in the Servicer's Certificate delivered to it pursuant
      to
      the Sale and Servicing Agreement.

     

    (c)           The
      Indenture Trustee may not be relieved from liability for its own negligent
      action, its own negligent failure to act or its own willful misconduct, except
      that:

     

    (i)           this
      paragraph does not limit the effect of subsection 6.01(b);

     

    (ii)           the
      Indenture Trustee shall not be liable for any error of judgment made in good
      faith by a Responsible Officer unless it is proved that the Indenture Trustee
      was negligent in ascertaining the pertinent facts; and

     

    (iii)           the
      Indenture Trustee shall not be liable with respect to any action it takes or
      omits to take in good faith in accordance with a direction received by it
      pursuant to Section 5.11.

     

    (d)           Every
      provision of this Indenture that in any way relates to the Indenture Trustee
      is
      subject to subsections 6.01(a), (b) and (c);

     

    (e)           The
      Indenture Trustee shall not be liable for interest on any money received by
      it
      except as the Indenture Trustee may agree in writing with the Issuing
      Entity.

     

    (f)           Money
      held in trust by the Indenture Trustee need not be segregated from other funds
      except to the extent required by law or the terms of this Indenture or the
      Sale
      and Servicing Agreement.

     

    (g)           No
      provision of this Indenture shall require the Indenture Trustee to expend or
      risk its own funds or otherwise incur financial liability in the performance
      of
      any of its duties hereunder or in the exercise of any of its rights or powers,
      if it shall have reasonable grounds to believe that repayments of such funds
      or
      adequate indemnity against such risk or liability is not reasonably assured
      to
      it.

     

    (h)           Every
      provision of this Indenture relating to the conduct or affecting the liability
      of or affording protection to the Indenture Trustee shall be subject to the
      provisions of this Section and to the provisions of the TIA.

     

    SECTION
      6.02.  Rights
      of Indenture
      Trustee.  

     

    (a)  The
      Indenture Trustee may rely on any document believed by it to be genuine and
      to
      have been signed or presented by the proper Person.  The Indenture
      Trustee need not investigate any fact or matter stated in the
      document.

     

     

    
      
        
        

      

      
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    (b)           Before
      the Indenture Trustee acts or refrains from acting, it may require an Officer's
      Certificate or an Opinion of Counsel.  The Indenture Trustee shall not
      be liable for any action it takes or omits to take in good faith in reliance
      on
      the Officer's Certificate or Opinion of Counsel.

     

    (c)           The
      Indenture Trustee may execute any of the trusts or powers hereunder or perform
      any duties hereunder either directly or by or through agents or attorneys or
      a
      custodian or nominee, and the Indenture Trustee shall not be responsible for
      any
      misconduct or negligence on the part of, or for the supervision of, any such
      agent, attorney, custodian or nominee appointed with due care by it
      hereunder.

     

    (d)           The
      Indenture Trustee shall not be liable for any action it takes or omits to take
      in good faith which it believes to be authorized or within its rights or powers;
      provided, however, that the Indenture Trustee's conduct does not
      constitute willful misconduct, negligence or bad faith.

     

    (e)           The
      Indenture Trustee may consult with counsel, and the advice or opinion of counsel
      with respect to legal matters relating to this Indenture and the Notes shall
      be
      full and complete authorization and protection from liability in respect to
      any
      action taken, omitted or suffered by it hereunder in good faith and in
      accordance with the advice or opinion of such counsel.

     

    SECTION
      6.03.  Individual
      Rights of Indenture
      Trustee.  The Indenture Trustee in its individual or any
      other capacity may become the owner or pledgee of Notes and may otherwise deal
      with the Issuing Entity or its affiliates with the same rights it would have
      if
      it were not Indenture Trustee.  Any Paying Agent, Note Registrar,
      co-registrar or co-paying agent may do the same with like
      rights.  However, the Indenture Trustee must comply with Sections
      6.11 and 6.12.

     

    SECTION
      6.04.  Indenture
      Trustee's
      Disclaimer.  The Indenture Trustee shall not be responsible
      for and makes no representation as to the validity or adequacy of the Trust
      Estate, this Indenture, the Interest Rate Swap Agreement or the Notes, it shall
      not be accountable for the Issuing Entity's use of the proceeds from the Notes,
      and it shall not be responsible for any statement of the Issuing Entity in
      the
      Indenture or in any document issued in connection with the sale of the Notes
      or
      in the Notes other than the Indenture Trustee's certificate of
      authentication.

     

    SECTION
      6.05.  Notice
      of
      Defaults.  If a Default occurs and is continuing and if it
      is known to a Responsible Officer of the Indenture Trustee, the Indenture
      Trustee shall mail to each Noteholder notice of the Default within 90 days
      after
      it occurs.  Except in the case of a Default in payment of principal of
      or interest on any Note (including payments pursuant to the mandatory prepayment
      provisions of such Note), the Indenture Trustee may withhold the notice if
      and
      so long as a committee of its Responsible Officers in good faith determines
      that
      withholding the notice is in the interests of Noteholders.

     

    SECTION
      6.06.  Reports
      by Indenture Trustee to
      Holders.  The Indenture Trustee shall deliver to each
      Noteholder such information as may be required to enable such holder to prepare
      its federal and state income tax returns, which shall include the information
      required to be distributed pursuant to the first paragraph of Section
      5.06 of the Sale and Servicing Agreement.  The Indenture Trustee
      shall only be required to provide to the Noteholders the information given
      to it
      by the Servicer.  The Indenture Trustee shall not be required to
      determine, confirm or recompute any such information.

     

    
      
        
        

      

      
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    SECTION
      6.07.  Compensation
      and
      Indemnity.  The Issuing Entity shall pay to the Indenture
      Trustee from time to time reasonable compensation for its
      services.  The Indenture Trustee's compensation shall not be limited
      by any law on compensation of a trustee of an express trust.  The
      Issuing Entity shall reimburse the Indenture Trustee for all reasonable
      out-of-pocket expenses incurred or made by it, including costs of collection,
      in
      addition to the compensation for its services.  Such expenses shall
      include the reasonable compensation and expenses, disbursements and advances
      of
      the Indenture Trustee's agents, counsel, accountants and experts.  The
      Issuing Entity shall indemnify the Indenture Trustee against any and all loss,
      liability or expense (including the fees of either in-house counsel or outside
      counsel, but not both) incurred by it in connection with the administration
      of
      this trust and the performance of its duties hereunder.  The Indenture
      Trustee shall notify the Issuing Entity and the Administrator promptly of any
      claim for which it may seek indemnity.  Failure by the Indenture
      Trustee to so notify the Issuing Entity and the Administrator shall not relieve
      the Issuing Entity of its obligations hereunder.  The Issuing Entity
      shall defend the claim and the Indenture Trustee may have separate counsel
      and
      the Issuing Entity shall pay the fees and expenses of such
      counsel.  The Issuing Entity need not reimburse any expense or
      indemnify against any loss, liability or expense incurred by the Indenture
      Trustee through the Indenture Trustee's own willful misconduct, negligence
      or
      bad faith.

     

    The
      Issuing Entity's payment obligations to the Indenture Trustee pursuant to this
      Section shall survive the discharge of this Indenture.  When the
      Indenture Trustee incurs expenses after the occurrence of a Default specified
      in
Section 5.01(iv) or (v) with respect to the Issuing Entity, the
      expenses are intended to constitute expenses of administration under Title
      11 of
      the United States Code or any other applicable federal or state bankruptcy,
      insolvency or similar law.

     

    Notwithstanding
      anything herein to the contrary, the Indenture Trustee's right to enforce any
      of
      the Issuing Entity's payment obligations pursuant to this Section 6.07
      shall be subject to the provisions of Section 11.17.

     

    SECTION
      6.08.  Replacement
      of Indenture
      Trustee.  No resignation or removal of the Indenture
      Trustee and no appointment of a successor Indenture Trustee shall become
      effective until the acceptance of appointment by the successor Indenture Trustee
      pursuant to this Section 6.08.  The Indenture Trustee may
      resign at any time by so notifying the Issuing Entity.  The Holders of
      a majority in Outstanding Principal Amount of the Notes may remove the Indenture
      Trustee by so notifying the Indenture Trustee and may appoint a successor
      Indenture Trustee.  The Issuing Entity shall remove the Indenture
      Trustee if:

     

    (i)           the
      Indenture Trustee fails to comply with Section 6.11;

     

    (ii)           the
      Indenture Trustee is adjudged a bankrupt or insolvent;

     

     

    
      
        
        

      

      
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    (iii)           a
      receiver or other public officer takes charge of the Indenture Trustee or its
      property; or

     

    (iv)           the
      Indenture Trustee otherwise becomes incapable of acting.

     

    If
      the Indenture Trustee resigns or is removed or if a vacancy exists in the office
      of Indenture Trustee for any reason (the Indenture Trustee in such event being
      referred to herein as the retiring Indenture Trustee), the Issuing Entity shall
      promptly appoint a successor Indenture Trustee, which successor shall be
      reasonably acceptable to the Depositor.

     

    A
      successor Indenture Trustee shall deliver a written acceptance of its
      appointment to the retiring Indenture Trustee, the Swap Counterparty and to
      the
      Issuing Entity. Thereupon the resignation or removal of the retiring Indenture
      Trustee shall become effective, and the successor Indenture Trustee shall have
      all the rights, powers and duties of the Indenture Trustee under this
      Indenture.  The successor Indenture Trustee shall mail a notice of its
      succession to Noteholders.  The retiring Indenture Trustee shall
      promptly transfer all property held by it as Indenture Trustee to the successor
      Indenture Trustee.

     

    If
      a successor Indenture Trustee does not take office within 60 days after the
      retiring Indenture Trustee resigns or is removed, the retiring Indenture
      Trustee, the Issuing Entity or the Holders of not less than a majority in
      Outstanding Principal Amount of the Notes may petition any court of competent
      jurisdiction for the appointment of a successor Indenture Trustee.

     

    If
      the Indenture Trustee fails to comply with Section 6.11, any Noteholder
      may petition any court of competent jurisdiction for the removal of the
      Indenture Trustee and the appointment of a successor Indenture
      Trustee.

     

    Notwithstanding
      the replacement of the Indenture Trustee pursuant to this Section, the Issuing
      Entity's obligations under Section 6.07 shall continue for the benefit of
      the retiring Indenture Trustee.

     

    SECTION
      6.09.  Successor
      Indenture Trustee by
      Merger.  If the Indenture Trustee consolidates with, merges
      or converts into, or transfers all or substantially all its corporate trust
      business or assets to, another corporation or banking association, the
      resulting, surviving or transferee corporation or banking association without
      any further act shall be the successor Indenture Trustee.  The
      Indenture Trustee shall provide the Rating Agencies prior written notice of
      any
      such transaction; provided that such corporation or banking association
      shall be otherwise qualified and eligible under Section
      6.11.

     

    In
      case at the time such successor by merger, conversion or consolidation to the
      Indenture Trustee shall succeed to the trusts created by this Indenture any
      of
      the Notes shall have been authenticated but not delivered, any such successor
      to
      the Indenture Trustee may adopt the certificate of authentication of any
      predecessor trustee, and deliver such Notes so authenticated; and in case at
      that time any of the Notes shall not have been authenticated, any successor
      to
      the Indenture Trustee may authenticate such Notes either in the name of any
      predecessor hereunder or in the name of the successor to the Indenture Trustee;
      and in all such cases such certificates shall have the full force which it
      is
      anywhere in the Notes or in this Indenture provided that the certificate of
      the
      Indenture Trustee shall have.

     

     

    
      
        
        

      

      
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    SECTION
      6.10.  Appointment
      of Co-Trustee or Separate
      Indenture Trustee.  (a) Notwithstanding any other
      provisions of this Indenture, at any time, for the purpose of meeting any legal
      requirement of any jurisdiction in which any part of the Trust may at the time
      be located, the Indenture Trustee shall have the power and may execute and
      deliver all instruments to appoint one or more Persons reasonably acceptable
      to
      the Issuing Entity to act as a co-trustee or co-trustees, or separate trustee
      or
      separate trustees, of all or any part of the Trust Estate, and to vest in such
      Person or Persons, in such capacity and for the benefit of the Noteholders,
      such
      title to the Trust Estate, or any part hereof, and, subject to the other
      provisions of this Section, such powers, duties, obligations, rights and trusts
      as the Indenture Trustee may consider necessary or desirable.  No
      co-trustee or separate trustee hereunder shall be required to meet the terms
      of
      eligibility as a successor trustee under Section 6.11 and no notice to
      Noteholders or the Swap Counterparty of the appointment of any co-trustee or
      separate trustee shall be required under Section 6.08
      hereof.

     

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

     

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

     

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

     

    (iii)           the
      Indenture Trustee may at any time accept the resignation of or remove any
      separate trustee or co-trustee.

     

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

     

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

     

     

    
      
        
        

      

      
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    SECTION
      6.11.  Eligibility;
      Disqualification.  The Indenture Trustee shall at all times
      satisfy the requirements of TIA § 310(a).  The Indenture Trustee shall
      have a combined capital and surplus of at least $50,000,000 as set forth in
      its
      most recent published annual report of condition and its long-term unsecured
      debt shall be rated at least "Baa3" by Moody's and "BBB-" by Standard &
Poor's.  The Indenture Trustee shall comply with TIA § 310(b),
      including the optional provision permitted by the second sentence of TIA §
310(b)(9); provided, however, that there shall be excluded from
      the operation of TIA § 310(b)(1) any indenture or indentures under which other
      securities of the Issuing Entity are outstanding if the requirements for such
      exclusion set forth in TIA § 310(b)(1) are met.

     

    Within
      90 days after ascertaining the occurrence of an Event of Default which shall
      not
      have been cured or waived, unless authorized by the Commission, the Indenture
      Trustee shall resign with respect to the Class A Notes or the Class B Notes
      in
      accordance with Section 6.08, and the Issuing Entity shall appoint a
      successor Indenture Trustee for one or both of such Classes, as applicable,
      so
      that there will be separate Indenture Trustees for the Class A Notes and the
      Class B Notes.  In the event the Indenture Trustee fails to comply
      with the terms of the preceding sentence, the Indenture Trustee shall comply
      with clauses (ii) and (iii) of TIA § 310(b).

     

    In
      the case of the appointment hereunder of a successor Indenture Trustee with
      respect to any Class of Notes pursuant to this Section 6.11, the Issuing
      Entity, the retiring Indenture Trustee and the successor Indenture Trustee
      with
      respect to such Class of Notes shall execute and deliver an indenture
      supplemental hereto wherein each successor Indenture Trustee shall accept such
      appointment and which (i) shall contain such provisions as shall be necessary
      or
      desirable to transfer and confirm to, and to vest in, the successor Indenture
      Trustee all the rights, powers, trusts and duties of the retiring Indenture
      Trustee with respect to the Notes of the Class to which the appointment of
      such
      successor Indenture Trustee relates, (ii) if the retiring Indenture Trustee
      is
      not retiring with respect to all Classes of Notes, shall contain such provisions
      as shall be deemed necessary or desirable to confirm that all the rights,
      powers, trusts and duties of the retiring Indenture Trustee with respect to
      the
      Notes of each Class as to which the retiring Indenture Trustee is not retiring
      shall continue to be vested in the Indenture Trustee, and (iii) shall add to
      or
      change any of the provisions of this Indenture as shall be necessary to provide
      for or facilitate the administration of the trusts hereunder by more than one
      Indenture Trustee, it being understood that nothing herein or in such
      supplemental indenture shall constitute such Indenture Trustees co-trustees
      of
      the same trust and that each such Indenture Trustee shall be trustee of a trust
      or trusts hereunder separate and apart from any trust or trusts hereunder
      administered by any other such Indenture Trustee; and upon the execution and
      delivery of such supplemental indenture the resignation or removal of the
      retiring Indenture Trustee shall become effective to the extent provided
      therein.

     

     

    
      
        
        

      

      
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    SECTION
      6.12.  Preferential
      Collection of Claims
      Against Issuing Entity.  The Indenture Trustee shall comply
      with TIA § 311(a), excluding any creditor relationship listed in TIA
§ 311(b).  An Indenture Trustee who has resigned or been removed
      shall be subject to TIA § 311(a) to the extent provided
      therein.

     

    SECTION
      6.13.  Representations
      and Warranties of the
      Indenture Trustee.  The Indenture Trustee hereby makes the
      following representations and warranties on which the Issuing Entity and the
      Noteholders shall rely:

     

    (a)  it
      is a national banking association duly organized, validly existing and in good
      standing under the laws of the United States of America;

     

    (b)  it
      has full power, authority and legal right to execute, deliver, and perform
      its
      obligations under this Indenture and has taken all necessary action to authorize
      the execution, delivery and performance by it of this Indenture;
      and

     

    (c)  this
      Indenture is an enforceable obligation of the Indenture Trustee.

     

    SECTION
      6.14.  Interest
      Rate Swap Agreement
      Provisions.  The Issuing Entity has entered into the
      Initial Interest Rate Swap Agreement to hedge the floating rate interest expense
      on the Class A-2b Notes and the Class A-3b Notes. The Issuing Entity may, from
      time to time, enter into one or more Replacement Interest Rate Swap Agreements
      if any Interest Rate Swap Agreement is terminated prior to its scheduled
      expiration pursuant to a Swap Event of Default or a Swap Termination Event.
      Other than any Replacement Interest Rate Swap Agreement entered into pursuant
      to
      this Section 6.14, the Issuing Entity may not enter into any additional
      interest rate swap agreements. 

     

    (a)  The
      Indenture Trustee will be responsible for collecting Net Swap Receipts and
      any
      Swap Termination Payments payable by the Swap Counterparty.

     

    (b)  In
      the event of any early termination of any Interest Rate Swap Agreement, (i)
      upon
      written direction and notification of such early termination from the Issuing
      Entity, the Indenture Trustee shall establish the Swap Termination Payment
      Account, (ii) the Indenture Trustee shall remit or cause to be remitted to
      the
      Swap Termination Payment Account any Swap Termination Payments received from
      the
      Swap Counterparty and (iii) the Issuing Entity shall remit any Swap Replacement
      Proceeds received by the Issuing Entity from a Replacement Swap Counterparty
      upon receipt directly to the Swap Counterparty; provided, that any such
      remittance to the Swap Counterparty shall not exceed the amounts, if any, owed
      to the Swap Counterparty under the Interest Rate Swap Agreement; provided,
      further, that the Issuing Entity shall remit Swap Replacement Proceeds to the
      Swap Counterparty only if all Swap Termination Payments due from the Swap
      Counterparty to the Issuing Entity have been paid in full and if such amounts
      have not been paid in full then the Issuing Entity shall remit the amount of
      Swap Replacement Proceeds necessary to make up any deficiency to the Swap
      Termination Payment Account.

     

    (c)  The
      Issuing Entity shall promptly, following the early termination of the Initial
      Interest Rate Swap Agreement due to a Swap Event of Default or a Swap
      Termination Event and in accordance with the terms of such Interest Rate Swap
      Agreement, enter into a Replacement Interest Rate Swap Agreement to the extent
      possible and practicable through application of funds available in the Swap
      Termination Payment Account.

     

     

    
      
        
        

      

      
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    (d)  To
      the extent that (i) the funds available in the Swap Termination Payment Account
      exceed the costs of entering into a Replacement Interest Rate Swap Agreement
      or
      (ii) the Issuing Entity determines that it is not possible or practicable to
      replace the Initial Interest Rate Swap Agreement and the Rating Agency Condition
      is met with respect to such determination, the amounts in the Swap Termination
      Payment Account (other than funds used to pay the costs of entering into a
      Replacement Interest Rate Swap Agreement, if applicable) shall be allocated
      in
      accordance with the order of priority specified in Section 5.05 of the
      Sale and Servicing Agreement on the following Distribution Date. In any other
      situation, amounts on deposit in the Swap Termination Payment Account at any
      time shall be invested pursuant to Section 8.03. Any amounts remaining in
      the Swap Termination Payment Account after payment in full of the Class B Notes
      shall be allocated in accordance with the order of priority specified in
Section 5.05 of the Sale and Servicing Agreement on the following
      Distribution Date.

     

    (e)  If
      the Swap Counterparty is required to post collateral under the terms of the
      Interest Rate Swap Agreement, upon written direction and notification of such
      requirement from the Issuing Entity, the Indenture Trustee shall establish
      the
      Swap Collateral Account over which the Indenture Trustee shall have exclusive
      control and the sole right of withdrawal, and in which no Person other than
      the
      Indenture Trustee, the Swap Counterparty and the Noteholders shall have any
      legal or beneficial interest. The Indenture Trustee shall deposit all collateral
      received from the Swap Counterparty under the Interest Rate Swap Agreement
      into
      the Swap Collateral Account. Any and all funds at any time on deposit in, or
      otherwise to the credit of, the Swap Collateral Account shall be held in trust
      by the Indenture Trustee for the benefit of the Swap Counterparty and the
      Noteholders. The only permitted withdrawal from or application of funds on
      deposit in, or otherwise to the credit of, the Swap Collateral Account shall
      be
      (i) for application to obligations of the Swap Counterparty to the Issuing
      Entity under the Interest Rate Swap Agreement in accordance with the terms
      of
      the Interest Rate Swap Agreement or (ii) to return collateral to the Swap
      Counterparty when and as required by the Interest Rate Swap
      Agreement.

     

    (f)  All
      amounts held in the Swap Collateral Account shall be invested by the Indenture
      Trustee, as directed in writing by the Servicer, in Eligible Investments;
      provided that if (i) the Servicer shall have failed to give investment
      directions for any funds on deposit in the Swap Collateral Account to the
      Indenture Trustee by 2:00 p.m. Eastern Time (or such other time as may be agreed
      by the Servicer and the Indenture Trustee) on any Business Day or (ii) a Default
      or Event of Default shall have occurred and be continuing with respect to the
      Notes, then the Indenture Trustee shall, to the fullest extent practicable,
      invest and reinvest funds in the Swap Collateral Account in the First American
      Prime Obligations Fund Class Y. All such Eligible Investments shall mature
      not
      later than the Business Day preceding the next Distribution Date, in such manner
      that such amounts invested shall be available to make the required deposits
      on
      the Distribution Date. The Servicer will not direct the Indenture Trustee to
      make any investment of any funds or to sell any investment held in the Swap
      Collateral Account unless the security interest granted and perfected in such
      account will continue to be perfected in such investment or the proceeds of
      such
      sale, in either case without any further action by any Person, and, in
      connection with any direction to the Indenture Trustee to make any such
      investment or sale, if requested by the Indenture Trustee, the Servicer shall
      deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the
      Indenture Trustee, to such effect. Earnings, if any, on investment of funds
      in
      the Swap Collateral Account shall be credited to the Issuing Entity and losses
      and any investment expenses shall be charged against the funds on deposit
      therein. The Indenture Trustee shall incur no liability for the selection of
      investments or for losses thereon absent its own negligence or willful
      misfeasance. The Indenture Trustee shall have no liability in respect of losses
      incurred as a result of the liquidation of any investment prior to its stated
      maturity date or the failure of the Servicer to provide timely written
      investment directions.

     

     

    
      
        
        

      

      
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    (g)  Subject
      to the right of the Indenture Trustee to make withdrawals therefrom, as directed
      by the Servicer, for the purposes and in the amounts set forth in Section 5.05
      of the Sale and Servicing Agreement, the Swap Collateral Account and all funds
      held therein shall be the property of the Issuing Entity (subject to all rights
      of the Swap Counterparty therein pursuant to the Interest Rate Swap Agreement).
      The Issuing Entity, the Owner Trustee, the Swap Counterparty and the Indenture
      Trustee will treat the Swap Collateral Account, all funds therein and all net
      investment income with respect thereto as assets of the Issuing Entity for
      federal income tax and all other purposes.

     

    (h)  The
      Issuing Entity hereby assigns, transfers and conveys to the Indenture Trustee
      for the benefit of the Noteholders and the Swap Counterparty all of its right,
      title and interest in the Swap Collateral Account and all funds (including
      Eligible Investments) in the Swap Collateral Account and the proceeds thereof
      to
      secure the payment of interest on and principal of the Notes and the Swap
      Termination Payments to the Swap Counterparty under the Interest Rate Swap
      Agreement, and the Indenture Trustee shall have all of the rights of a secured
      party under the UCC with respect thereto; provided that all income from the
      investment of funds in the Swap Collateral Account, and the right to receive
      such income are retained by the Issuing Entity and are not transferred, assigned
      or otherwise conveyed hereunder. If for any reason the Swap Collateral Account
      is no longer an Eligible Securities Account, the Indenture Trustee shall
      promptly cause the Swap Collateral Account to be moved to another institution
      or
      otherwise changed so that the Swap Collateral Account becomes an Eligible
      Securities Account.

     

    (i)  If
      at any time the Interest Rate Swap Agreement becomes subject to early
      termination due to the occurrence of a Swap Event of Default or a Swap
      Termination Event, the Issuing Entity and the Indenture Trustee shall use
      reasonable efforts (following the expiration of any applicable grace period)
      to
      enforce the rights of the Issuing Entity thereunder as may be permitted by
      the
      terms of the Interest Rate Swap Agreement and consistent with the terms hereof.
      To the extent not fully paid from Swap Replacement Proceeds, any Swap
      Termination Payment owed by the Issuing Entity to the Swap Counterparty under
      the Interest Rate Swap Agreement shall be payable to the Swap Counterparty
      in
      installments made on each following Distribution Date until paid in full in
      accordance with the order of priority specified in Section 5.05 of the
      Sale and Servicing Agreement. To the extent that the Swap Replacement Proceeds
      exceed any such Swap Termination Payments (or if there are no Swap Termination
      Payments due to the Swap Counterparty), the Swap Replacement Proceeds in excess
      of such Swap Termination Payments, if any, shall be included in the Total
      Distribution Amount and allocated and applied in accordance with the order
      of
      priority specified in Section 5.05 of the Sale and Servicing Agreement on
      the following Distribution Date.

     

     

    
      
        
        

      

      
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    (j)  Upon
      the occurrence of (i) any Swap Event of Default arising from any action taken,
      or failure to act, by the Swap Counterparty, or (ii) any Swap Termination Event
      (except as described in the following sentence) with respect to which the Swap
      Counterparty is an "Affected Party" (as defined in the Interest Rate Swap
      Agreement), the Indenture Trustee may and will, at the direction of Holders
      of
      the Notes representing at least a majority of the Outstanding Principal Amount
      of the Note, voting as a single class, by notice to the Swap Counterparty,
      designate an "Early Termination Date" (as defined in the Interest Rate Swap
      Agreement) with respect to the Interest Rate Swap Agreement. If a Swap
      Termination Event occurs as a result of the insolvency or bankruptcy of the
      Swap
      Counterparty, which event has not been otherwise cured under the terms of the
      Interest Rate Swap Agreement, the Indenture Trustee will terminate the Interest
      Rate Swap Agreement.

     

    (k)  The
      Indenture Trustee, as assignee of the rights of the Issuing Entity under the
      Interest Rate Swap Agreement, may enter into any amendment or supplement to
      the
      Interest Rate Swap Agreement (i) to cure any ambiguity or mistake, (ii) to
      correct any defective provisions or to correct or supplement any provision
      therein that may be inconsistent with any other provision therein or with the
      Indenture or (iii) to add any other provisions with respect to matters or
      questions arising under the Interest Rate Swap Agreement; provided, that such
      amendment will not adversely affect in any material respect the interests of
      any
      Holders (as evidenced by an Opinion of Counsel acceptable to the Indenture
      Trustee and satisfaction of the Rating Agency Condition with respect
      thereto).

     

    (l)  The
      Issuing Entity shall notify the Swap Counterparty of any proposed amendment
      or
      supplement to any Basic Document. If such proposed amendment or supplement
      would
      materially and adversely affect any of the Swap Counterparty's rights or
      obligations under the Interest Rate Swap Agreement, the Issuing Entity shall
      obtain the consent of the Swap Counterparty prior to consenting to the adoption
      of such amendment or supplement; provided, that the Swap Counterparty's consent
      to any such amendment or supplement shall not be unreasonably withheld, and
      provided, further, that the Swap Counterparty's consent will be deemed to have
      been given if the Swap Counterparty does not object in writing within 10 days
      of
      receipt of a written request for such consent.

     

    
      ARTICLE
        VII

       

      NOTEHOLDERS'
        LISTS AND
        REPORTS

       

    

    SECTION
      7.01.  Issuing
      Entity To Furnish Indenture
      Trustee Names and Addresses of Noteholders.  The Issuing
      Entity will furnish or cause to be furnished to the Indenture Trustee (a) not
      more than five days after the earlier of (i) each Record Date and (ii) three
      months after the last Record Date, a list, in such form as the Indenture Trustee
      may reasonably require, of the names and addresses of the Holders of Notes
      as of
      such Record Date, and (b) at such other times as the Indenture Trustee may
      request in writing, within 30 days after receipt by the Issuing Entity of any
      such request, a list of similar form and content as of a date not more than
      10
      days prior to the time such list is furnished; provided, however,
      that so long as the Indenture Trustee is the Note Registrar, no such list shall
      be required to be furnished.

     

    SECTION
      7.02.  Preservation
      of Information;
      Communications to Noteholders.  

     

     

    
      
        
        

      

      
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    (a)  The
      Indenture Trustee shall preserve, in as current a form as is reasonably
      practicable, the names and addresses of the Holders of Notes contained in the
      most recent list furnished to the Indenture Trustee as provided in Section
      7.01 and the names and addresses of Holders of Notes received by the
      Indenture Trustee in its capacity as Note Registrar.  The Indenture
      Trustee may destroy any list furnished to it as provided in such Section
      7.01 upon receipt of a new list so furnished.

     

    (b)           Noteholders
      may communicate, pursuant to TIA § 312(b), with other Noteholders with respect
      to their rights under this Indenture or under the Notes.

     

    (c)           The
      Issuing Entity, the Indenture Trustee and the Note Registrar shall have the
      protection of TIA § 312(c).

     

    SECTION
      7.03.  Reports
      by Issuing
      Entity.  

     

    (a)  The
      Issuing Entity shall:

     

    (i)           file
      with the Indenture Trustee, within 15 days after the Issuing Entity is required
      to file the same with the Commission, copies of the periodic reports and of
      the
      information, documents and other reports (or copies of such portions of any
      of
      the foregoing as the Commission may from time to time by rules and regulations
      prescribe) which the Issuing Entity may be required to file with the Commission
      pursuant to Section 13 or 15(d) of the Exchange Act including, without
      limitation, reports on Form 10-K, Form 10-D and Form 8-K;

     

    (ii)           file
      or cause the Servicer to file with the Indenture Trustee and the Commission
      in
      accordance with rules and regulations prescribed from time to time by the
      Commission such additional information, documents and reports as may be required
      from time to time by such rules and regulations; and

     

    (iii)           supply
      to the Indenture Trustee (and the Indenture Trustee shall transmit by mail
      to
      all Noteholders described in TIA § 313(c)) such summaries of any information,
      documents and reports required to be filed by the Issuing Entity pursuant to
      clauses (i) and (ii) of this Section 7.03(a) as may be
      required by rules and regulations prescribed from time to time by the
      Commission.

     

    (b)           Unless
      the Issuing Entity otherwise determines, the fiscal year of the Issuing Entity
      shall end on December 31 of each year.

     

    SECTION
      7.04.  Reports
      by Indenture
      Trustee.  If required by TIA § 313(a), within 60 days after
      each March 31 beginning with March 31, 2008 the Indenture Trustee shall mail
      to
      each Noteholder as required by TIA § 313(c) a brief report dated as of such date
      that complies with TIA § 313(a).  The Indenture Trustee also shall
      comply with TIA § 313(b).

     

    A
      copy of each report at the time of its mailing to Noteholders shall be filed
      by
      the Indenture Trustee with the Commission and each stock exchange, if any,
      on
      which the Notes are listed.  The Issuing Entity shall notify the
      Indenture Trustee if and when the Notes are listed on any stock
      exchange.

     

    
      
        
        

      

      
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      ARTICLEVIII

       

      ACCOUNTS,
        DISBURSEMENTS AND
        RELEASES

       

    

    SECTION
      8.01.  Collection
      of
      Money.  Except as otherwise expressly provided herein, the
      Indenture Trustee may demand payment or delivery of, and shall receive and
      collect, directly and without intervention or assistance of any fiscal agent
      or
      other intermediary, all money and other property payable to or receivable by
      the
      Indenture Trustee pursuant to this Indenture.  The Indenture Trustee
      shall apply all such money received by it as provided in this Indenture and
      the
      Sale and Servicing Agreement.  Except as otherwise expressly provided
      in this Indenture, if any default occurs in the making of any payment or
      performance under any agreement or instrument that is part of the Trust Estate,
      the Indenture Trustee may take such action as may be appropriate to enforce
      such
      payment or performance, including the institution and prosecution of appropriate
      Proceedings.  Any such action shall be without prejudice to any right
      to claim a Default or Event of Default under this Indenture and any right to
      proceed thereafter as provided in Article V.

     

    SECTION
      8.02.  Trust
      Accounts.  

     

    (a)  On
      or prior to the Closing Date, the Issuing Entity shall cause the Servicer to
      establish and maintain, in the name of the Issuing Entity and subject to the
      security interest of the Indenture Trustee the Trust Accounts as provided in
      Section 5.01 of the Sale and Servicing Agreement.

     

    (b)           On
      or before the second Business Day preceding each Distribution Date, the Total
      Distribution Amount with respect to the preceding Collection Period will be
      deposited in the Collection Account as provided in Section 5.02 of the
      Sale and Servicing Agreement. On each Distribution Date and Prepayment Date,
      the
      Indenture Trustee shall distribute all amounts on deposit in the Collection
      Account and the Reserve Account in accordance with the instructions received
      from the Servicer pursuant to Section 4.09 of the Sale and Servicing
      Agreement (except as otherwise provided in Section 5.04(b) or (c)
      of this Indenture).

     

    SECTION
      8.03.  General
      Provisions Regarding
      Accounts.  

     

    (a)  So
      long as no Default or Event of Default shall have occurred and be continuing,
      all or a portion of the funds in the Trust Accounts and the Swap Termination
      Payment Account shall be invested in Eligible Investments and (except with
      respect to the Certificate Distribution Account) reinvested by the Indenture
      Trustee at the written direction of the Servicer, subject to the provisions
      of
Section 5.01(b) of the Sale and Servicing Agreement.  All
      income or other gain from investments of monies deposited in the Trust Accounts
      shall be deposited by the Indenture Trustee in the Collection Account, and
      any
      loss resulting from such investments shall be charged to such
      account.  The Issuing Entity will not permit the Servicer to direct
      the Indenture Trustee to make any investment of any funds or to sell any
      investment held in any of the Trust Accounts or the Swap Termination Payment
      Account unless the security interest granted and perfected in such account
      will
      continue to be perfected in such investment or the proceeds of such sale, and,
      in connection with any direction to the Indenture Trustee to make any such
      investment or sale, if requested by the Indenture Trustee, the Issuing Entity
      shall cause the Servicer deliver to the Indenture Trustee an Opinion of Counsel,
      acceptable to the Indenture Trustee, to such effect.

     

     

    
      
        
        

      

      
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    (b)  Subject
      to Section 6.01(c), the Indenture Trustee shall not in any way be held
      liable by reason of any insufficiency in any of the Trust Accounts resulting
      from any loss on any Eligible Investment included therein except for losses
      attributable to the Indenture Trustee's failure to make payments on such
      Eligible Investments issued by the Indenture Trustee, in its commercial capacity
      as principal obligor and not as trustee, in accordance with their
      terms.

     

    (c)  If
      (i) the Servicer shall have failed to give investment directions for any funds
      on deposit in the Trust Accounts to the Indenture Trustee by 12:00 noon New
      York
      Time (or such other time as may be agreed by the Servicer and Indenture Trustee)
      on any Business Day; or (ii) a Default or Event of Default shall have occurred
      and be continuing with respect to the Notes but the Notes shall not have been
      declared due and payable pursuant to Section 5.02, or, if such Notes
      shall have been declared due and payable following an Event of Default, amounts
      collected or receivable from the Trust Estate are being applied in accordance
      with Section 5.05 as if there had not been such a declaration; then the
      Indenture Trustee shall, to the fullest extent practicable, invest and reinvest
      funds in the Trust Accounts in investments under subparagraph (d) of the
      definition of Eligible Investments maturing prior to the succeeding Distribution
      Date in accordance with Section 5.01(b) of the Sale and Servicing
      Agreement.

     

    SECTION
      8.04.  Release
      of Trust
      Estate.  

     

    (a)  Subject
      to the payment of its fees and expenses pursuant to Section 6.07, the
      Indenture Trustee may, and when required by the provisions of this Indenture
      shall, execute instruments to release property from the lien of this Indenture,
      or convey the Indenture Trustee's interest in the same, in a manner and under
      circumstances that are not inconsistent with the provisions of this
      Indenture.  No party relying upon an instrument executed by the
      Indenture Trustee as provided in this Article VIII shall be bound to
      ascertain the Indenture Trustee's authority, inquire into the satisfaction
      of
      any conditions precedent or see to the application of any monies.

     

    (b)  The
      Indenture Trustee shall, at such time as there are no Notes Outstanding and
      all
      sums due the Indenture Trustee pursuant to Section 6.07 have been paid,
      and all sums due to the Swap Counterparty have been paid pursuant to the
      Interest Rate Swap Agreement (as certified by an authorized officer of the
      Issuing Entity in the Officer's Certificate delivered to the Indenture Trustee)
      release any remaining portion of the Trust Estate that secured the Notes from
      the lien of this Indenture and release to the Issuing Entity or any other Person
      entitled thereto any funds then on deposit in the Trust Accounts.  The
      Indenture Trustee shall release property from the lien of this Indenture
      pursuant to this Section 8.04(b) only upon receipt of an Issuing Entity
      Request accompanied by an Officer's Certificate, an Opinion of Counsel and
      (if
      required by the TIA) Independent Certificates in accordance with TIA
§§ 314(c) and 314(d)(1) meeting the applicable requirements of
Section 11.01.

     

    SECTION
      8.05.  Opinion
      of
      Counsel.  The Indenture Trustee shall receive at least
      seven days' notice when requested by the Issuing Entity to take any action
      pursuant to Section 8.04(a), accompanied by copies of any instruments
      involved, and the Indenture Trustee shall also require, as a condition to such
      action, an Opinion of Counsel, in form and substance satisfactory to the
      Indenture Trustee, stating the legal effect of any such action, outlining the
      steps required to complete the same, and concluding that all conditions
      precedent to the taking of such action have been complied with and such action
      will not materially and adversely impair the security for the Notes or the
      rights of the Noteholders in contravention of the provisions of this Indenture;
      provided, however, that such Opinion of Counsel shall not be
      required to express an opinion as to the fair value of the Trust Estate. Counsel
      rendering any such opinion may rely, without independent investigation, on
      the
      accuracy and validity of any certificate or other instrument delivered to the
      Indenture Trustee in connection with any such action.

     

     

    
      
        
        

      

      
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    ARTICLE
      IX

     

    SUPPLEMENTAL
      INDENTURES

     

    SECTION
      9.01.  Supplemental
      Indentures Without
      Consent of Noteholders.  

     

    (a)  Without
      the consent of the Holders of any Notes but with prior notice to the Rating
      Agencies, the Issuing Entity and the Indenture Trustee, when authorized by
      an
      Issuing Entity Order, at any time and from time to time, may enter into one
      or
      more indentures supplemental hereto (which shall conform to the provisions
      of
      the TIA as in force at the date of the execution thereof), in form satisfactory
      to the Indenture Trustee, for any of the following purposes:

     

    (i)           to
      correct or amplify the description of any property at any time subject to the
      lien of this Indenture, or better to assure, convey and confirm unto the
      Indenture Trustee any property subject or required to be subjected to the lien
      of this Indenture, or to subject to the lien of this Indenture additional
      property;

     

    (ii)           to
      evidence the succession, in compliance with the applicable provisions hereof,
      of
      another Person to the Issuing Entity, and the assumption by any such successor
      of the covenants of the Issuing Entity herein and in the Notes
      contained;

     

    (iii)           to
      add to the covenants of the Issuing Entity, for the benefit of the Holders
      of
      the Notes, or to surrender any right or power herein conferred upon the Issuing
      Entity;

     

    (iv)           to
      convey, transfer, assign, mortgage or pledge any property to or with the
      Indenture Trustee;

     

    (v)           to
      cure any ambiguity, to correct or supplement any provision herein or in any
      supplemental indenture which may be inconsistent with any other provision herein
      or in any supplemental indenture or to make any other provisions with respect
      to
      matters or questions arising under this Indenture or in any supplemental
      indenture; provided that such action shall not, as evidenced by an
      Opinion of Counsel, adversely affect in any material respect the interests
      of
      the Holders of the Notes or the Swap Counterparty;

     

    (vi)           to
      evidence and provide for the acceptance of the appointment hereunder by a
      successor trustee with respect to the Notes and to add to or change any of
      the
      provisions of this Indenture as shall be necessary to facilitate the
      administration of the trusts hereunder by more than one trustee, pursuant to
      the
      requirements of Article VI; or

     

     

    
      
        
        

      

      
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    (vii)           to
      modify, eliminate or add to the provisions of this Indenture to such extent
      as
      shall be necessary to effect the qualification of this Indenture under the
      TIA
      or under any similar federal statute hereafter enacted and to add to this
      Indenture such other provisions as may be expressly required by the
      TIA.

     

    The
      Indenture Trustee is hereby authorized to join in the execution of any such
      supplemental indenture and to make any further appropriate agreements and
      stipulations that may be therein contained.

     

    (b)           The
      Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity
      Order, may, also without the consent of any of the Holders of the Notes but
      with
      prior notice to the Rating Agencies, enter into an indenture or indentures
      supplemental hereto for the purpose of adding any provisions to, or changing
      in
      any manner or eliminating any of the provisions of, this Indenture or of
      modifying in any manner the rights of the Holders of the Notes under this
      Indenture; provided, however, that such action shall not, as
      evidenced by an Opinion of Counsel, adversely affect in any material respect
      the
      interests of any Noteholder or the Swap Counterparty.  The Issuing
      Entity and the Indenture Trustee, when authorized by an Issuing Entity Order,
      may, also without consent of any of the Holders of the Notes, enter into an
      indenture or indentures supplemental hereto for the purpose of substituting
      credit enhancement for any Class of Notes; provided, however, that
      the Rating Agency Condition with respect thereto shall have been
      satisfied.

     

    SECTION
      9.02.  Supplemental
      Indentures with Consent
      of Noteholders.  The Issuing Entity and the Indenture
      Trustee, when authorized by an Issuing Entity Order, also may, with prior notice
      to the Rating Agencies and with the consent of the Holders of a majority of
      the
      Outstanding Principal Amount of the Notes, by Act of such Holders delivered
      to
      the Issuing Entity and the Indenture Trustee, enter into an indenture or
      indentures supplemental hereto for the purpose of adding any provisions to,
      or
      changing in any manner or eliminating any of the provisions of, this Indenture
      or of modifying in any manner the rights of the Holders of the Notes under
      this
      Indenture; provided, however, that no such supplemental indenture
      shall, without the consent of the Holder of each Outstanding Note affected
      thereby:

     

    (i)           change
      the date of payment of any installment of principal of or interest on any Note,
      or reduce the principal amount thereof, the interest rate thereon or the
      Prepayment Price with respect thereto, change the provisions of this Indenture
      relating to the application of collections on, or the proceeds of the sale
      of,
      the Trust Estate to payment of principal of or interest on the Notes, or change
      any place of payment where, or the coin or currency in which, any Note or the
      interest thereon is payable, or impair the right to institute suit for the
      enforcement of the provisions of this Indenture requiring the application of
      funds available therefor, as provided in Article V, to the payment of any
      such amount due on the Notes on or after the respective due dates thereof (or,
      in the case of prepayment, on or after the Prepayment Date);

     

    (ii)           reduce
      the percentage of the Outstanding Principal Amount of the Notes, the consent
      of
      the Holders of which is required for any such supplemental indenture, or the
      consent of the Holders of which is required for any waiver of compliance with
      the provisions of this Indenture or defaults hereunder and their consequences
      provided for in this Indenture;

     

     

    
      
        
        

      

      
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    (iii)           modify
      or alter the provisions of the proviso to the definition of the term
      "Outstanding";

     

    (iv)           reduce
      the percentage of the Outstanding Principal Amount of the Notes required to
      direct the Indenture Trustee to direct the Issuing Entity to sell or liquidate
      the Trust Estate pursuant to Section 5.04;

     

    (v)           modify
      any provision of this Section 9.02 except to increase any percentage
      specified herein or to provide that additional provisions of this Indenture
      or
      the Basic Documents cannot be modified or waived without the consent of the
      Holder of each Outstanding Note affected thereby;

     

    (vi)           modify
      any of the provisions of this Indenture in such manner as to affect the
      calculation of the amount of any payment of interest or principal due on any
      Note on any Distribution Date (including the calculation of any of the
      individual components of such calculation) or to affect the rights of the
      Holders of Notes to the benefit of any provisions for the mandatory prepayment
      of the Notes contained herein; or

     

    (vii)           permit
      the creation of any lien ranking prior to or on a parity with the lien of this
      Indenture with respect to any part of the Trust Estate or, except as otherwise
      permitted or contemplated herein, terminate the lien of this Indenture on any
      property at any time subject hereto or deprive the Holder of any Note of the
      security provided by the lien of this Indenture.

     

    The
      Indenture Trustee may in its discretion determine whether or not any Notes
      would
      be affected by any supplemental indenture and any such determination shall
      be
      conclusive upon the Holders of all Notes, whether theretofore or thereafter
      authenticated and delivered hereunder.  The Indenture Trustee shall
      not be liable for any such determination made in good faith.

     

    It
      shall not be necessary for any Act of Noteholders under this Section to approve
      the particular form of any proposed supplemental indenture, but it shall be
      sufficient if such Act shall approve the substance thereof.

     

    Promptly
      after the execution by the Issuing Entity and the Indenture Trustee of any
      supplemental indenture pursuant to this Section, the Indenture Trustee shall
      mail to the Holders of the Notes and the Swap Counterparty to which such
      amendment or supplemental indenture relates a notice setting forth in general
      terms the substance of such supplemental indenture.  Any failure of
      the Indenture Trustee to mail such notice, or any defect therein, shall not,
      however, in any way impair or affect the validity of any such supplemental
      indenture.

     

    SECTION
      9.03.  Execution
      of Supplemental
      Indentures.  In executing, or permitting the additional
      trusts created by, any supplemental indenture permitted by this Article
      IX or the modifications thereby of the trusts created by this Indenture,
      the
      Indenture Trustee shall be entitled to receive, and subject to Sections
      6.01 and 6.02, shall be fully protected in relying upon, an Opinion
      of Counsel stating that the execution of such supplemental indenture is
      authorized or permitted by this Indenture.  The Indenture Trustee may,
      but shall not be obligated to, enter into any such supplemental indenture that
      affects the Indenture Trustee's own rights, duties, liabilities or immunities
      under this Indenture or otherwise.

     

     

    
      
        
        

      

      
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    SECTION
      9.04.  Effect
      of Supplemental
      Indenture.  Upon the execution of any supplemental
      indenture pursuant to the provisions hereof, this Indenture shall be and be
      deemed to be modified and amended in accordance therewith with respect to the
      Notes affected thereby and the rights of the Swap Counterparty under the
      Interest Rate Swap Agreement, and the respective rights, limitations of rights,
      obligations, duties, liabilities and immunities under this Indenture of the
      Indenture Trustee, the Issuing Entity, the Swap Counterparty and the Holders
      of
      the Notes shall thereafter be determined, exercised and enforced hereunder
      subject in all respects to such modifications and amendments, and all the terms
      and conditions of any such supplemental indenture shall be and be deemed to
      be
      part of the terms and conditions of this Indenture for any and all
      purposes.

     

    SECTION
      9.05.  Conformity
      With Trust Indenture
      Act.  Every amendment of this Indenture and every
      supplemental indenture executed pursuant to this Article IX shall conform
      to the requirements of the TIA as then in effect so long as this Indenture
      shall
      then be qualified under the TIA.

     

    SECTION
      9.06.  Reference
      in Notes to Supplemental
      Indentures.  Notes authenticated and delivered after the
      execution of any supplemental indenture pursuant to this Article IX may,
      and if required by the Indenture Trustee shall, bear a notation in form approved
      by the Indenture Trustee as to any matter provided for in such supplemental
      indenture.  If the Issuing Entity or the Indenture Trustee shall so
      determine, new Notes so modified as to conform, in the opinion of the Indenture
      Trustee and the Issuing Entity, to any such supplemental indenture may be
      prepared and executed by the Issuing Entity and authenticated and delivered
      by
      the Indenture Trustee in exchange for Outstanding Notes.

     

    ARTICLE
      X

     

    PREPAYMENT
      IN FULL OF NOTES

     

    SECTION
      10.01.  Prepayment.  The
      Class A-3 Notes and the Class B Notes shall be prepaid in whole, but not in
      part, on any Distribution Date after the Class A-1 Notes and the Class A-2
      Notes
      have been paid in full on which the Servicer exercises the option to purchase
      the Trust Estate pursuant to Section 9.01(a) of the Sale and Servicing
      Agreement; provided, however, that such purchase is subject to
      such payment resulting in the Issuing Entity having available funds sufficient
      to pay (i) all amounts due pursuant to Section 5.04(b)(i) of the Sale and
      Servicing Agreement, (ii) all amounts payable to the Swap Counterparty
      under the Interest Rate Swap Agreement and (iii) the aggregate Prepayment
      Price for the Class A-3 Notes and the Class B Notes.  The Issuing
      Entity shall furnish the Rating Agencies notice of such prepayment in
      full.  If the Class A-3 Notes and the Class B Notes are to be prepaid
      pursuant to this Section 10.01, the Issuing Entity shall furnish notice
      of such prepayment to the Indenture Trustee and the Swap Counterparty not later
      than 15 days prior to the Prepayment Date, and the Issuing Entity shall deposit
      in the Collection Account not later than two Business Days prior to the
      Prepayment Date (a) the Prepayment Price of the Class A-3 Notes and the
      Prepayment Price of the Class B Notes, and (b) all amounts payable to the
      Swap Counterparty under the Interest Rate Swap Agreement, whereupon all such
      Class A-3 Notes and Class B Notes shall be due and payable on the Prepayment
      Date upon the furnishing of a notice and the deposit of the Prepayment Price
      in
      the Collection Account complying with Section 10.02 to each Holder of the
      Notes.

     

     

    
      
        
        

      

      
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    SECTION
      10.02.  Form
      of Prepayment
      Notice.  Notice of prepayment under Section 10.01
      shall be given by the Indenture Trustee by first-class mail, postage prepaid,
      mailed not less than five days prior to the applicable Prepayment Date to each
      Holder of Notes, as of the close of business on the Record Date preceding the
      applicable Prepayment Date, at such Holder's address appearing in the Note
      Register.

     

    All
      notices of prepayment shall state:

     

    (i)           the
      Prepayment Date;

     

    (ii)           the
      Prepayment Price; and

     

    (iii)           the
      place where such Notes are to be surrendered for payment of the Prepayment
      Price
      (which shall be the office or agency of the Issuing Entity to be maintained
      as
      provided in Section 3.02).

     

    Notice
      of prepayment of the Notes shall be given by the Indenture Trustee in the name
      and at the expense of the Issuing Entity.  Failure to give notice of
      prepayment, or any defect therein, to any Holder of any Note shall not impair
      or
      affect the validity of the prepayment of any other Note.

     

    SECTION
      10.03.  Notes
      Payable on Prepayment
      Date.  The Notes to be prepaid shall, following notice of
      prepayment as required by Section 10.02, on the Prepayment Date become
      due and payable at the Prepayment Price and (unless the Issuing Entity shall
      default in the payment of the Prepayment Price) no interest shall accrue on
      the
      Prepayment Price for any period after the date to which accrued interest is
      calculated for purposes of calculating the Prepayment Price.

     

    ARTICLE
      XI

     

    MISCELLANEOUS

     

    SECTION
      11.01.  Compliance
      Certificates and Opinions
      etc.  (a) Upon
      any application or request by the Issuing Entity to the Indenture Trustee to
      take any action under any provision of this Indenture, the Issuing Entity shall
      furnish to the Indenture Trustee (i) an Officer's Certificate stating that
      all
      conditions precedent, if any, provided for in this Indenture relating to the
      proposed action have been complied with, (ii) an Opinion of Counsel stating
      that
      in the opinion of such counsel all such conditions precedent, if any, have
      been
      complied with and (iii) (if required by the TIA) an Independent Certificate
      from
      a firm of certified public accountants meeting the applicable requirements
      of
      this Section, except that, in the case of any such application or request as
      to
      which the furnishing of such documents is specifically required by any provision
      of this Indenture, no additional certificate or opinion need be
      furnished.

     

     

    
      
        
        

      

      
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    Every
      certificate or opinion with respect to compliance with a condition or covenant
      provided for in this Indenture shall include:

     

    (i)           a
      statement that each signatory of such certificate or opinion has read or has
      caused to be read such covenant or condition and the definitions herein relating
      thereto;

     

    (ii)           a
      brief statement as to the nature and scope of the examination or investigation
      upon which the statements or opinions contained in such certificate or opinion
      are based;

     

    (iii)           a
      statement that, in the opinion of each such signatory, such signatory has made
      such examination or investigation as is necessary to enable such signatory
      to
      express an informed opinion as to whether or not such covenant or condition
      has
      been complied with; and

     

    (iv)           a
      statement as to whether, in the opinion of each such signatory, such condition
      or covenant has been complied with.

     

    (b)           (i)           Prior
      to the deposit of any Collateral or other property or securities with the
      Indenture Trustee that is to be made the basis for the release of any property
      or securities subject to the lien of this Indenture, the Issuing Entity shall,
      in addition to any obligation imposed in Section 11.01(a) or elsewhere in
      this Indenture, furnish to the Indenture Trustee an Officer's Certificate
      certifying or stating the opinion of each Person signing such certificate as
      to
      the fair value (within 90 days of such deposit) to the Issuing Entity of the
      Collateral or other property or securities to be so deposited.

     

    (ii)           Whenever
      the Issuing Entity is required to furnish to the Indenture Trustee an Officer's
      Certificate certifying or stating the opinion of any signer thereof as to the
      matters described in clause (i) above, the Issuing Entity shall also deliver
      to
      the Indenture Trustee an Independent Certificate as to the same matters, if
      the
      fair value to the Issuing Entity of the securities to be so deposited and of
      all
      other such securities made the basis of any such withdrawal or release since
      the
      commencement of the then-current fiscal year of the Issuing Entity, as set
      forth
      in the certificates delivered pursuant to clause (i) above and this clause
      (ii),
      is 10% or more of the Outstanding Principal Amount of the Notes, but such a
      certificate need not be furnished with respect to any securities so deposited
      if
      the fair value thereof to the Issuing Entity as set forth in the related
      Officer's Certificate is less than $25,000 or less than one percent of the
      Outstanding Principal Amount of the Notes.

     

    (iii)           Other
      than with respect to the release of any Purchased Receivables or Liquidated
      Receivables or payments pursuant to Section 3.03, whenever any property
      or securities are to be released from the lien of this Indenture, the Issuing
      Entity shall also furnish to the Indenture Trustee an Officer's Certificate
      certifying or stating the opinion of each Person signing such certificate as
      to
      the fair value (within 90 days of such release) of the property or securities
      proposed to be released and stating that in the opinion of such Person the
      proposed release will not impair the security under this Indenture in
      contravention of the provisions hereof.

     

     

    
      
        
        

      

      
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    (iv)           Whenever
      the Issuing Entity is required to furnish to the Indenture Trustee an Officer's
      Certificate certifying or stating the opinion of any signer thereof as to the
      matters described in clause (iii) above, the Issuing Entity shall also furnish
      to the Indenture Trustee an Independent Certificate as to the same matters
      if
      the fair value of the property or securities and of all other property, other
      than Purchased Receivables and Liquidated Receivables or payments pursuant
      to
Section 3.03, or securities released from the lien of this Indenture
      since the commencement of the then current calendar year, as set forth in the
      certificates required by clause (iii) above and this clause (iv), equals 10%
      or
      more of the Outstanding Principal Amount of the Notes, but such certificate
      need
      not be furnished in the case of any release of property or securities if the
      fair value thereof as set forth in the related Officer's Certificate is less
      than $25,000 or less than one percent of the then Outstanding Principal Amount
      of the Notes.

     

    (v)           Notwithstanding
      Section 2.09 or any other provision of this Section, the Issuing Entity
      may, without complying with clauses (i)-(iv) above, (A) collect, liquidate,
      sell
      or otherwise dispose of Receivables and Financed Equipment as and to the extent
      permitted or required by the Basic Documents and (B) make cash payments out
      of
      the Trust Accounts as and to the extent permitted or required by the Basic
      Documents.

     

    SECTION
      11.02.  Form
      of Documents Delivered to
      Indenture Trustee.  In any case where several matters are
      required to be certified by, or covered by an opinion of, any specified Person,
      it is not necessary that all such matters be certified by, or covered by the
      opinion of, only one such Person, or that they be so certified or covered by
      only one document, but one such Person may certify or give an opinion with
      respect to some matters and one or more other such Persons as to other matters,
      and any such Person may certify or give an opinion as to such matters in one
      or
      several documents.

     

    Any
      certificate or opinion of an Authorized Officer of the Issuing Entity may be
      based, insofar as it relates to legal matters, upon a certificate or opinion
      of,
      or representations by, counsel, unless such officer knows, or in the exercise
      of
      reasonable care should know, that the certificate or opinion or representations
      with respect to the matters upon which such officer's certificate or opinion
      is
      based are erroneous. Any such certificate of an Authorized Officer or Opinion
      of
      Counsel may be based, insofar as it relates to factual matters, upon a
      certificate or opinion of, or representations by, an officer or officers of
      the
      Servicer, the Depositor, the Issuing Entity or the Administrator, stating that
      the information with respect to such factual matters is in the possession of
      the
      Servicer, the Depositor, the Issuing Entity or the Administrator, unless such
      officer or counsel knows, or in the exercise of reasonable care should know,
      that the certificate or opinion or representations with respect to such matters
      are erroneous.

     

    Where
      any Person is required to make, give or execute two or more applications,
      requests, consents, certificates, statements, opinions or other instruments
      under this Indenture, they may, but need not, be consolidated and form one
      instrument.

     

     

    
      
        
        

      

      
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    Whenever
      in this Indenture, in connection with any application or certificate or report
      to the Indenture Trustee, it is provided that the Issuing Entity shall deliver
      any document as a condition of the granting of such application, or as evidence
      of the Issuing Entity's compliance with any term hereof, it is intended that
      the
      truth and accuracy, at the time of the granting of such application or at the
      effective date of such certificate or report (as the case may be), of the facts
      and opinions stated in such document shall in such case be conditions precedent
      to the right of the Issuing Entity to have such application granted or to the
      sufficiency of such certificate or report. The foregoing shall not, however,
      be
      construed to affect the Indenture Trustee's right to rely upon the truth and
      accuracy of any statement or opinion contained in any such document as provided
      in Article VI.

     

    SECTION
      11.03.  Acts
      of
      Noteholders.  

     

    (a)  Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action provided by this Indenture to be given or taken by Noteholders may be
      embodied in and evidenced by one or more instruments of substantially similar
      tenor signed by such Noteholders in person or by agents duly appointed in
      writing; and except as herein otherwise expressly provided such action shall
      become effective when such instrument or instruments are delivered to the
      Indenture Trustee, and, where it is hereby expressly required, to the Issuing
      Entity. Such instrument or instruments (and the action embodied therein and
      evidenced thereby) are herein sometimes referred to as the "Act" of the
      Noteholders signing such instrument or instruments. Proof of execution of any
      such instrument or of a writing appointing any such agent shall be sufficient
      for any purpose of this Indenture and (subject to Section 6.01)
      conclusive in favor of the Indenture Trustee and the Issuing Entity, if made
      in
      the manner provided in this Section.

     

    (b)           The
      fact and date of the execution by any Person of any such instrument or writing
      may be proved in any manner that the Indenture Trustee deems
      sufficient.

     

    (c)           The
      ownership of Notes shall be proved by the Note Register.

     

    (d)           Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action by the Holder of any Notes shall bind the Holder of every Note issued
      upon the registration thereof or in exchange therefor or in lieu thereof, in
      respect of anything done, omitted or suffered to be done by the Indenture
      Trustee or the Issuing Entity in reliance thereon, whether or not notation
      of
      such action is made upon such Note.

     

    SECTION
      11.04.  Notices,
      etc. to Indenture Trustee,
      Issuing Entity and Rating Agencies.  Any request, demand,
      authorization, direction, notice, consent, waiver or Act of Noteholders or
      other
      documents provided or permitted by this Indenture to be made upon, given or
      furnished to or filed with:

     

    (a)           the
      Indenture Trustee shall be sufficient for every purpose hereunder if made,
      given, furnished or filed in writing to or with the Indenture Trustee and
      received at its Corporate Trust Office, or

     

    (b)           the
      Issuing Entity shall be sufficient for every purpose hereunder if in writing
      and
      mailed, first-class, postage prepaid, to the Issuing Entity addressed to:
      Caterpillar Financial Asset Trust 2007-A, in care of The Bank of New York
      (Delaware), as Owner Trustee, 100 White Clay Center, Route 273, Newark, Delaware
      19711, Attention: Corporate Trust Administration, with a copy to the
      Administrator, at the following address: Caterpillar Financial Services
      Corporation, 2120 West End Avenue, Nashville, Tennessee 37203-1071 or at any
      other address previously furnished in writing to the Indenture Trustee by
      Issuing Entity or the Administrator.  The Issuing Entity shall
      promptly transmit any notice received by it from the Noteholders to the
      Indenture Trustee.

     

     

    
      
        
        

      

      
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    (c)           the
      Rating Agencies shall be sufficient for every purpose hereunder if in writing,
      personally delivered or mailed by certified mail, return receipt requested,
      to
      (i) in the case of Moody's, at the following address: Moody's Investors Service,
      Inc., ABS Monitoring Department, 99 Church Street, New York, New York 10007
      and
      (ii) in the case of Standard & Poor's, at the following address: 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.

     

    (d)           the
      Swap Counterparty, as provided in the Interest Rate Swap Agreement.

     

    SECTION
      11.05.  Notices
      to Noteholders;
      Waiver.  Where this Indenture provides for notice to
      Noteholders of any event, such notice shall be sufficiently given (unless
      otherwise herein expressly provided) if in writing and mailed, first-class,
      postage prepaid to each Noteholder affected by such event, at such Noteholder's
      address as it appears on the Note Register, not later than the latest date,
      and
      not earlier than the earliest date, prescribed for the giving of such
      notice.  In any case where notice to Noteholders is given by mail,
      neither the failure to mail such notice nor any defect in any notice so mailed
      to any particular Noteholder shall affect the sufficiency of such notice with
      respect to other Noteholders, and any notice that is mailed in the manner herein
      provided shall conclusively be presumed to have been duly given.

     

    Where
      this Indenture provides for notice in any manner, such notice may be waived
      in
      writing by any Person entitled to receive such notice, either before or after
      the event, and such waiver shall be the equivalent of such
      notice.  Waivers of notice by Noteholders shall be filed with the
      Indenture Trustee but such filing shall not be a condition precedent to the
      validity of any action taken in reliance upon such a waiver.

     

    In
      case, by reason of the suspension of regular mail service, it shall be
      impractical to mail notice of any event to Noteholders when such notice is
      required to be given pursuant to any provision of this Indenture, then any
      manner of giving such notice as shall be satisfactory to the Indenture Trustee
      shall be deemed to be a sufficient giving of such notice.

     

    Where
      this Indenture provides for notice to the Rating Agencies, failure to give
      such
      notice shall not affect any other rights or obligations created hereunder and
      shall not under any circumstance constitute a Default or Event of
      Default.

     

    SECTION
      11.06.  Alternate
      Payment and Notice
      Provisions.  Notwithstanding any provision of this
      Indenture or any of the Notes to the contrary, to the extent satisfactory to
      the
      Indenture Trustee, the Issuing Entity may enter into any agreement with any
      Holder of a Note providing for a method of payment, or notice by the Indenture
      Trustee or any Paying Agent to such Holder, that is different from the methods
      provided for in this Indenture for such payments or notices.  The
      Issuing Entity will furnish to the Indenture Trustee a copy of each such
      agreement and the Indenture Trustee will cause payments to be made and notices
      to be given in accordance with such agreements.

     

     

    
      
        
        

      

      
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    SECTION
      11.07.  Conflict
      with Trust Indenture
      Act.  If any provision hereof limits, qualifies or
      conflicts with another provision hereof that is required to be included in
      this
      indenture by any of the provisions of the TIA, such required provision shall
      control.

     

    The
      provisions of TIA §§ 310 through 317 that impose duties on any Person (including
      the provisions automatically deemed included herein unless expressly excluded
      by
      this Indenture) are a part of and govern this Indenture, whether or not
      physically contained herein.

     

    SECTION
      11.08.  Effect
      of Headings and Table of
      Contents.  The Article and Section headings herein and the
      Table of Contents are for convenience only and shall not affect the construction
      hereof.

     

    SECTION
      11.09.  Successors
      and
      Assigns.  All covenants and agreements in this Indenture
      and the Notes by the Issuing Entity shall bind its successors and assigns,
      whether so expressed or not.  All covenants and agreements of the
      Indenture Trustee in this Indenture shall bind its successors, co-trustees
      and
      agents of the Indenture Trustee.

     

    SECTION
      11.10.  Severability.  In
      case any provision in this Indenture or in the Notes shall be invalid, illegal
      or unenforceable, the validity, legality and enforceability of the remaining
      provisions shall not in any way be affected or impaired thereby.

     

    SECTION
      11.11.  Benefits
      of
      Indenture.  The Swap Counterparty shall be a third-party
      beneficiary to the provisions of this Indenture.  Nothing in this
      Indenture or in the Notes, express or implied, shall give to any Person, other
      than the parties hereto and their successors hereunder, the Swap Counterparty
      and the Noteholders, and any other party secured hereunder, and any other Person
      with an ownership interest in any part of the Trust Estate, any benefit or
      any
      legal or equitable right, remedy or claim under this
      Indenture.  Notwithstanding the foregoing, this Indenture shall inure
      to the benefit of and be binding upon the parties hereto, and the Owner Trustee,
      the Noteholders, the Certificateholders and their respective successors and
      permitted assigns shall be third party beneficiaries. Except as otherwise
      provided in this Article, no other Person shall have any right or obligation
      hereunder.

     

    SECTION
      11.12.  Legal
      Holidays.  In any case where the date on which any payment
      is due shall not be a Business Day, then (notwithstanding any other provision
      of
      the Notes or this Indenture) payment need not be made on such date, but may
      be
      made on the next succeeding Business Day with the same force and effect as
      if
      made on the date on which nominally due, and no interest shall accrue for the
      period from and after any such nominal date.

     

    SECTION
      11.13.  GOVERNING
      LAW.  THIS
      INDENTURE SHALL BE 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, AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
      WITH SUCH LAWS.

     

     

    
      
        
        

      

      
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    SECTION
      11.14.  Counterparts.  This
      Indenture may be executed in any number of counterparts, each of which so
      executed shall be deemed to be an original, but all such counterparts shall
      together constitute but one and the same instrument.

     

    SECTION
      11.15.  Recording
      of
      Indenture.  If this Indenture is subject to recording in
      any appropriate public recording offices, such recording is to be effected
      by
      the Issuing Entity and at its expense accompanied by an Opinion of Counsel
      (which may be counsel to the Indenture Trustee or any other counsel reasonably
      acceptable to the Indenture Trustee) to the effect that such recording is
      necessary either for the protection of the Noteholders or any other Person
      secured hereunder or for the enforcement of any right or remedy granted to
      the
      Indenture Trustee under this Indenture.

     

    SECTION
      11.16.  Trust
      Obligation.  No recourse may be taken, directly or
      indirectly, with respect to the obligations of the Issuing Entity, the Owner
      Trustee or the Indenture Trustee on the Notes or under this Indenture or any
      certificate or other writing delivered in connection herewith or therewith,
      against (i) the Indenture Trustee or the Owner Trustee in its individual
      capacity, (ii) any owner of a beneficial interest in the Issuing Entity or
      (iii)
      any partner, owner, beneficiary, agent, officer, director, employee or agent
      of
      the Indenture Trustee or the Owner Trustee in its individual capacity, any
      holder of a beneficial interest in the Issuing Entity, the Owner Trustee or
      the
      Indenture Trustee or of any successor or assign of the Indenture Trustee or
      the
      Owner Trustee in its individual capacity, except as any such Person may have
      expressly agreed (it being understood that the Indenture Trustee and the Owner
      Trustee have no such obligations in their individual capacity) and except that
      any such partner, owner or beneficiary shall be fully liable, to the extent
      provided by applicable law, for any unpaid consideration for stock, unpaid
      capital contribution or failure to pay any installment or call owing to such
      entity.  For all purposes of this Indenture, 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
      Article VI, VII and VIII of the Trust Agreement.

     

    SECTION
      11.17.  No
      Petition.  Notwithstanding any prior termination of this
      Indenture, the Indenture Trustee, by entering into this Indenture, and each
      Noteholder and Note Owner, by accepting a Note or an interest therein, and
      the
      Swap Counterparty, by accepting the benefits of this Agreement, hereby covenant
      and agree that they will not at any time institute against the Depositor or
      the
      Trust, or voluntarily join in any institution against the Depositor or the
      Trust
      of, any bankruptcy, reorganization, arrangement, insolvency or liquidation
      proceedings, or other proceedings under any United States federal or state
      bankruptcy or similar law.

     

    SECTION
      11.18.  Inspection.  The
      Issuing Entity agrees that, on reasonable prior notice, it will permit any
      representative of the Indenture Trustee, during the Issuing Entity's normal
      business hours, to examine all the books of account, records, reports, and
      other
      papers of the Issuing Entity, to make copies and extracts therefrom, to cause
      such books to be audited by Independent certified public accountants, and to
      discuss the Issuing Entity's affairs, finances and accounts with the Issuing
      Entity's officers, employees, and Independent certified public accountants,
      all
      at such reasonable times and as often as may be reasonably
      requested.  The Indenture Trustee shall, and shall cause its
      representatives, to hold in confidence all such information except to the extent
      disclosure may be required by law (and all reasonable applications for
      confidential treatment are unavailing) and except to the extent that the
      Indenture Trustee may reasonably determine that such disclosure is consistent
      with its obligations hereunder.

     

     

    
      
        
        

      

      
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    SECTION
      11.19.  Interest
      Rate Swap
      Agreement .  

     

    (a)  The
      Indenture Trustee shall have no liability with respect to any act or failure
      to
      act by the Issuing Entity under the Interest Rate Swap Agreement (provided
      that
      this sentence shall not limit or relieve the Indenture Trustee from any
      responsibility it may have under this Indenture upon the occurrence of and
      during the continuance of any Event of Default hereunder).

     

    (b)  The
      grant made by this Indenture is executed as collateral security, and the
      execution and delivery hereby shall not in any way impair or diminish the
      obligations of the Issuing Entity under the provisions of the Interest Rate
      Swap
      Agreement, nor shall any of the obligations contained in the Interest Rate
      Swap
      Agreement be imposed on the Indenture Trustee.

     

    (c)  Upon
      the retirement of the Notes and the release of the Trust Estate from the lien
      of
      this Indenture, all rights conveyed by this Indenture to the Indenture Trustee,
      for the benefit of the Holders of the Notes, in the Interest Rate Swap Agreement
      shall cease and terminate and all the estate, right, title and interest of
      the
      Indenture Trustee and the Holders of the Notes in, to and under the Interest
      Rate Swap Agreement shall revert to the Issuing Entity and no further instrument
      or act shall be necessary to evidence such termination and
      reversion.

     

    (d)  The
      Issuing Entity represents that the Issuing Entity has not executed any other
      assignment of the Interest Rate Swap Agreement.

     

    (e)  The
      Issuing Entity agrees that the grant pursuant to this Indenture is irrevocable,
      and that it will not take any action which is inconsistent with the grant or
      make any other assignment inconsistent herewith. The Issuing Entity will, upon
      the request of the Indenture Trustee, execute all instruments of further
      assurance and all such supplemental instruments with respect to the grant as
      the
      Indenture Trustee may specify.

     

    (f)  The
      Issuing Entity further agrees, with respect to the Interest Rate Swap Agreement,
      that so long as no Event of Default has occurred and is continuing, the Issuing
      Entity will deliver to the Indenture Trustee copies of all notices and
      communications delivered or required to be delivered to the Issuing Entity
      pursuant to the Interest Rate Swap Agreement, but only if such notice or
      communication relates to any (A) default under, (B) early termination of or
      (C)
      amendment of, the Interest Rate Swap Agreement.

     

    SECTION
      11.20.  Limitation
      of
      Rights.  All of the rights of the Swap Counterparty in, to
      and under this Indenture or any other Basic Document (including, but not limited
      to, all of the Swap Counterparty's rights as a third-party beneficiary of this
      Indenture and all of the Swap Counterparty's rights to receive notice of any
      action hereunder or under any other Basic Document and to give or withhold
      consent to any action hereunder or under any other Basic Document) shall
      terminate upon the termination of the Interest Rate Swap Agreement in accordance
      with the terms thereof and the payment in full of all amounts owing to the
      Swap
      Counterparty under such Interest Rate Swap Agreement.

     

     

    
      
        
        

      

      
        70

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      XII

     

    REGULATION
      AB COMPLIANCE

     

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

     

    SECTION
      12.02.  Additional Representations and Warranties of the Indenture
      Trustee.

     

    (a)  The
      Indenture Trustee shall be deemed to represent and warrant to the Issuing Entity
      and to the Depositor, as of the date hereof and as of the date on which
      information is first provided to the Issuing Entity or the Depositor under
      Section 12.03, that, except as disclosed in writing to the Issuing Entity or
      the
      Depositor prior to such date:  (i) it is not aware and has not
      received notice that any default, early amortization or other performance
      triggering event has occurred as to any other securitization transaction
      involving equipment leases due to any default by the Indenture Trustee; (ii)
      there are no aspects of its financial condition that could have a material
      adverse effect on the performance by it of its trustee obligations under this
      Indenture; (iii) there are no legal or governmental proceedings pending (or
      known to be contemplated) against it that would be material to holders of Notes;
      and (iv) except as previously disclosed to the Depositor, there are no
      affiliations, relationships or transactions relating to the Indenture Trustee
      with respect to any Transaction Party required to be disclosed under Item 1119
      of Regulation AB. The Depositor shall notify the Indenture Trustee of any change
      in the identity of a Transaction Party after the Closing Date.

     

    (b)  If
      so requested by the Issuing Entity or the Depositor on any date following the
      date on which information is first provided to the Issuing Entity or the
      Depositor under Section 12.03, the Indenture Trustee shall, within five Business
      Days following such request, confirm in writing the accuracy of the
      representations and warranties set forth in paragraph (a) of this Section or,
      if
      any such representation and warranty is not accurate as of the date of such
      request or such confirmation, provide reasonably adequate disclosure of the
      pertinent facts, in writing, to the requesting party.  Any such
      request from the Issuing Entity or the Depositor shall not be given more than
      once each calendar quarter, unless such party shall have a reasonable basis
      for
      a determination that any of the representations and warranties may not be
      accurate.

     

     

    
      
        
        

      

      
        71

        
          

        

      

      
        
        

      

    

     

    SECTION
      12.03.  Information
      to Be Provided by the
      Indenture Trustee.

     

    (a)  For
      the purpose of satisfying the reporting obligation of the Issuing Entity under
      the Exchange Act with respect to any class of asset-backed securities, the
      Indenture Trustee shall (i) notify the Issuing Entity and the Depositor in
      writing of (A) any litigation or governmental proceedings pending against the
      Indenture Trustee that would be material to holders of Notes, (B) any
      affiliations or relationships that develop following the Closing Date between
      the Indenture Trustee and any Transaction Party that are required to be
      disclosed under Item 1119 of Regulation AB, and (C) any change in control
      or sale of substantially all the assets of the Indenture Trustee and
      (ii) provide to the Issuing Entity and the Depositor a written description
      of such litigation proceedings, affiliations, relationships or corporate
      changes.

     

    (b)  As
      of the date each Report on Form 10-D with respect to the Notes is filed by
      or on
      behalf of the Issuing Entity, and as of the date each Report on Form 10-K with
      respect to the Notes is filed, the Indenture Trustee shall be deemed to
      represent and warrant that any information previously provided by the Indenture
      Trustee under this Article XII is materially correct and does not have any
      material omissions unless the Indenture Trustee has provided an update to such
      information.  The Issuing Entity and the Depositor will allow the
      Indenture Trustee to review any disclosure relating to material litigation
      against the Indenture Trustee prior to filing such disclosure with the
      Commission to the extent the Issuing Entity or the Depositor changes the
      information provided by the Indenture Trustee.

     

    SECTION
      12.04.  Report
      on Assessment of Compliance
      and Attestation..   On or before
      March 15 of each calendar year in which a Form 10-K is required to be filed
      in
      connection with the Notes, commencing in 2008, the Indenture Trustee
      shall:

     

    (a)  deliver
      to the Servicer, Issuing Entity and Depositor a report (in form and substance
      reasonably satisfactory to the Servicer) regarding the Indenture Trustee's
      assessment of compliance with the applicable Servicing Criteria during the
      immediately preceding calendar year, as required under Rules 13a-18 and 15d-18
      of the Exchange Act and Item 1122 of Regulation AB. Such report shall be
      addressed to the Servicer, Issuing Entity and Depositor and signed by an
      authorized officer of the Indenture Trustee, and shall address each of the
      Servicing Criteria specified on Exhibit D; and

     

    (b)  deliver
      to the Servicer, Issuing Entity and Depositor a report of a nationally
      recognized registered public accounting firm that satisfies the requirements
      of
      Rule 2-01 of Regulation S-X under the Securities Act and the Exchange Act that
      attests to, and reports on, the assessment of compliance made by the Indenture
      Trustee and delivered pursuant to the preceding paragraph as set forth in Item
      1122(b) of Regulation AB.  Such attestation shall be in accordance
      with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act
      and
      the Exchange Act.

     

     

    
      
        
        

      

      
        72

        
          

        

      

      
        
        

      

    

     

    SECTION
      12.05.  Indemnification;
      Remedies.

     

    (a)  The
      Indenture Trustee shall indemnify the Issuing Entity, each affiliate of the
      Issuing Entity, the Depositor, the Servicer and each Person responsible for
      the
      preparation, execution or filing of any report required to be filed with the
      Commission with respect to the Notes, and each Person who controls any of such
      parties (within the meaning of Section 15 of the Securities Act and Section
      20 of the Exchange Act); and the respective present and former directors,
      officers, employees and agents of each of the foregoing, and shall hold each
      of
      them harmless from and against any losses, damages, penalties, fines,
      forfeitures, legal fees and expenses and related costs, judgments, and any
      other
      costs, fees and expenses that any of them may sustain arising out of or based
      upon:

     

    (i)  (A)
      any untrue statement of a material fact contained or alleged to be contained
      in
      any information, report, certification, accountants' attestation or other
      material provided under this Article XII by or on behalf of the Indenture
      Trustee (collectively, the "Trustee Information"), or (B) the omission or
      alleged omission to state in the Trustee Information a material fact required
      to
      be stated in the Trustee Information or necessary in order to make the
      statements therein, in the light of the circumstances under which they were
      made, not misleading; provided, by way of clarification, that clause (B) of
      this
      paragraph shall be construed solely by reference to the Trustee Information
      and
      not to any other information communicated in connection with a sale or purchase
      of securities, without regard to whether the Trustee Information or any portion
      thereof is presented together with or separately from such other information;
      or

     

    (ii)  any
      failure by the Indenture Trustee to deliver any information, report,
      certification or other material when and as required under this Article XII,
      other than a failure to deliver the accountants' attestation.

     

    (b)  In
      the case of any failure of performance described in clause (a)(ii) of this
      Section, other than a failure to deliver an accountants' attestation, the
      Indenture Trustee shall promptly reimburse the Servicer, the Issuing Entity,
      and
      the Depositor, as applicable, and each Person responsible for the preparation,
      execution or filing of any report required to be filed with the Commission
      with
      respect to the Notes, or for execution of a certification pursuant to Rule
      13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to the Notes,
      for all costs reasonably incurred by each such party in order to obtain the
      information, report, certification  or other material not delivered as
      required by the Indenture Trustee.

     

    (c)  The
      Issuing Entity, the Servicer and the Depositor shall indemnify the Indenture
      Trustee, each affiliate of the Indenture Trustee and the respective present
      and
      former directors, officers, employees and agents of the Indenture Trustee,
      and
      shall hold each of them harmless from and against any losses, damages,
      penalties, fines, forfeitures, legal fees and expenses and related costs,
      judgments, and any other costs, fees and expenses that any of them may sustain
      arising out of or based upon (i) any untrue statement of a material fact
      contained or alleged to be contained in any information provided under this
      Indenture by or on behalf of the Issuing Entity or the Depositor for inclusion
      in any report filed with the Commission under the Exchange Act (collectively,
      the "Depositor Information"), or (ii) the omission or alleged omission to state
      in the Depositor Information a material fact required to be stated in the
      Depositor Information or necessary in order to make the statements therein,
      in
      the light of the circumstances under which they were made, not misleading;
      provided, by way of clarification, that clause (ii) of this paragraph shall
      be
      construed solely by reference to the Depositor Information and not to any other
      information communicated in connection with the sale or purchase of securities,
      without regard to whether the Depositor information or any portion thereof
      is
      presented together with or separately from such other information; provided,
      however, that the Issuing Entity may provide indemnification hereunder only
      after payments required under Sections 5.04(b)(i) through 5.04(b)(ix) of the
      Sale and Servicing Agreement have been paid.

     

    


     

    [Signature
      Page Follows]


    
      
        
        

      

      
        73

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Issuing Entity and the Indenture Trustee have caused this
      Indenture to be duly executed by their respective officers, thereunto duly
      authorized, all as of the date first above written.

     

                                                      
      CATERPILLAR FINANCIAL ASSET

                                                      
      TRUST 2007-A,

    


                                                       By:  THE
      BANK OF NEW YORK (DELAWARE), not in its individual

                                                     
       capacity but solely as Owner Trustee,

     

                                                      
      By:  /s/ Kristine K. Gullo

                                           Name: Kristine
      K. Gullo

                                          
      Title: Vice President

    


                                                      
      U.S. BANK NATIONAL ASSOCIATION,

                                                      
      not in its individual capacity but as

                                                      
      Indenture Trustee,

     

                                                      By:  /s/
      Melissa A. Rosal

                                         
      Name: Melissa A. Rosal

                                         
      Title: Vice President


    
      
              

                 
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    STATE
      OF
      _____________,              )

    )
      ss.:

    COUNTY
      OF
      ___________,             )

     

    BEFORE
      ME, the undersigned authority, a Notary Public in and for said County and State,
      on this day personally appeared Kristine K. Gullo known to me to be the person
      and officer whose name is subscribed to the foregoing instrument and
      acknowledged to me that the same was the act of the said Vie President and
      that
      she/he executed the same as the corporation for the purpose and consideration
      therein stated.

     

    GIVEN
      UNDER MY HAND AND SEAL OF OFFICE, this the ____ day of September,
      2007.

     

     /s/
      Susan S.
      Latham                                                                           

    Notary
      Public

     

    [Seal]

    My
      commission expires:

     

    October
      13,
      2008                                                      

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    STATE
      OF
      ____________,                )

    )
      ss.:

    COUNTY
      OF
      __________                )

     

    BEFORE
      ME, the undersigned authority, a Notary Public in and for said County and State,
      on this day personally appeared Melissa A. Rosal known to me to be the person
      and officer whose name is subscribed to the foregoing instrument and
      acknowledged to me that the same was the act of the said Vice President and
      that
      she/he executed the same as the corporation for the purpose and consideration
      therein stated.

     

    GIVEN
      UNDER MY HAND AND SEAL OF OFFICE, this the ____ day of September,
      2007.

     

    /s/
      Erika
      Forshtay                                                                           

    Notary
      Public

     

    [Seal]

    My
      commission expires:

     

    11/6/2010                                                      

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    SCHEDULE
      OF RECEIVABLES

     

    


     

    


     


    
      
              

                  A-1      
              
          

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

     

    FORM
      OF CLASS A NOTE

     

    REGISTERED                                                                                                                                                                                             $___________*

     

    No.
      ____

     

    SEE
      REVERSE FOR CERTAIN DEFINITIONS

     

    CUSIP
      NO.________

     

    UNLESS
      THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
      COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUING ENTITY OR ITS AGENT
      FOR
      REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED
      IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
      AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
      TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
      ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
      PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
      AN INTEREST HEREIN.

     

    THE
      PRINCIPAL OF THIS CLASS A NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
      HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS A
      NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE
      HEREOF.

     

    

      

    

      
      *  Denominations
        of $1,000 and integral multiples thereof.

    


    
      
              

                 B-1      
      

                  
      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    CATERPILLAR
      FINANCIAL ASSET TRUST 2007-A

    [____%
      CLASS A-l] [____% CLASS A-2a] [CLASS A-2b FLOATING RATE] [____% CLASS A-3a]
      [CLASS A-3b FLOATING RATE]

    ASSET
      BACKED NOTES

     

    Caterpillar
      Financial Asset Trust 2007-A, a statutory trust organized and existing under
      the
      laws of the State of Delaware (herein referred to as the "Issuing Entity"),
      for
      value received, hereby promises to pay to [_________], or registered assigns,
      the principal sum of [____________] DOLLARS ($[____________]) payable on each
      Distribution Date in an amount equal to the result obtained by multiplying
      (i) a
      fraction the numerator of which is $[INSERT INITIAL PRINCIPAL AMOUNT OF THIS
      CLASS A NOTE] and the denominator of which is [$   ] [for Class
      A-1 Notes]] [$      ] [for Class A-2a Notes]]
      [$         ][for Class A-2b Notes]
      [for Class A-3a Notes]]
      [$         ][for Class A-3b Notes]]
      by (ii) the aggregate amount, if any, payable pursuant to the priorities set
      forth in the Sale and Servicing Agreement and the Indenture in respect of
      principal on the [Class A-1] [Class A-2a] [Class A-2b] [Class A-3a] [Class
      A-3b]
      Notes pursuant to Section 8.02(b) of the Indenture; provided,
however, the entire unpaid principal amount of this Class
      A Note shall be
      due and payable on [the earlier of [date] [for Class A-1]] [date [for Class
      A-2]] [date] [for Class A-3]] [and the Prepayment Date, if, any, pursuant to
      Section 10.01 of the Indenture [for Class A-3 Notes]].  No
      payments of principal of the Class A-2a Notes and the Class A-2b Notes shall
      be
      made until the principal of the Class A-l Notes has been paid in its entirety
      and no payments of principal of the Class A-3a Notes and the Class A-3b Notes
      shall be made until the principal of the Class A-1 Notes, the Class A-2a Notes
      and the Class A-2b Notes has been paid in its entirety.  The Issuing
      Entity will pay interest on this Class A Note at the [Class A-1] [Class A-2a]
      [Class A-2b] [Class A-3a] [Class A-3b] Note Interest Rate on each Distribution
      Date until the principal of this Class A Note is paid or made available for
      payment, on the principal amount of this Class A Note outstanding on the
      preceding Distribution Date after giving effect to all payments of principal
      made on such preceding Distribution Date (or in the case of the first
      Distribution Date, on the initial principal amount of this Class A
      Note).  Interest will accrue for each Distribution Date, with respect
      to the [Class A-1 Notes, the Class A-2b and the Class A-3b Notes], from and
      including the most recent Distribution Date on which interest has been paid
      to
      but excluding such Distribution Date or, in the case of the initial Distribution
      Date, from and including the Closing Date to but excluding such Distribution
      Date. Interest will accrue for each Distribution Date, with respect to the
      [Class A-2a Notes and the Class A-3a Notes], from and including the 25th day of the
      month
      prior to such Distribution Date to but excluding the 25th day of the
      month of
      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. Interest will be computed, with respect to the [Class
      A-1 Notes, the Class A-2b Notes and Class A-3b Notes], on the basis of 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], on the basis of a 360-day year
      of
      twelve 30 day months.  Such principal of and interest on this Class A
      Note shall be paid in the manner specified on the reverse hereof.

     

    The
      principal of and interest on this Class A Note are payable in such coin or
      currency of the United States of America as at the time of payment is legal
      tender for payment of public and private debts.  All payments made by
      the Issuing Entity with respect to this Class A Note shall be applied first
      to
      interest due and payable on this Class A Note as provided above and then to
      the
      unpaid principal of this Class A Note.

     

    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    

     

    Reference
      is made to the further provisions of this Class A Note set forth on the reverse
      hereof, which shall have the same effect as though fully set forth on the face
      of this Class A Note.

     

    Unless
      the certificate of authentication hereon has been executed by the Indenture
      Trustee whose name appears below by manual signature, this Class A Note shall
      not be entitled to any benefit under the Indenture referred to on the reverse
      hereof, or be valid or obligatory for any purpose.

     

    IN
      WITNESS WHEREOF, the Issuing Entity has caused this instrument to be signed,
      manually or in facsimile, by its Authorized Officer.

     

    Date:                                                                CATERPILLAR
      FINANCIAL ASSET

      TRUST
      2007-A

    


    
      	
               

            	
              By:

            	
              THE
                BANK OF NEW YORK (DELAWARE), not in its individual capacity but solely
                as
                Owner Trustee under the Trust
                Agreement,

            


    

    


    By:                                                                           

    Name:

    Title:


    
      
                      B- 3           

                        

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    INDENTURE
      TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     

    This
      is one of the Class A Notes designated above and referred to in the
      within-mentioned Indenture.

     

    U.S.
      BANK NATIONAL ASSOCIATION,

    not
      in its individual capacity
      but

    solely
      as Indenture
      Trustee,

    


    


    


    By:  _____________________________________              

    Name:

    Title:

     

     


    
      
                     B-4                      

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [REVERSE
      OF NOTE]

     

    This
      Class A Note is one of the [Class A-1] [Class A-2a] [Class A-2b] [Class A-3a]
      [Class A-3b] Notes of a duly authorized issue of Class A Notes of the Issuing
      Entity, designated as its [___% Class A-1] [___% Class A-2a] [Class A-2b
      Floating Rate] [___% Class A-3a] [Class A-3b Floating Rate] Asset Backed Notes
      (herein called the "Class A Notes"), all issued under an Indenture, dated as
      of
      September 1, 2007 (such indenture, as supplemented or amended, is herein called
      the "Indenture"), between the Issuing Entity and U.S. Bank National Association,
      as trustee (the "Indenture Trustee", which term includes any successor Indenture
      Trustee under the Indenture), to which Indenture and all indentures supplemental
      thereto reference is hereby made for a statement of the respective rights and
      obligations thereunder of the Issuing Entity, the Indenture Trustee and the
      Holders of the Notes.  The Notes are subject to all terms of the
      Indenture.  All terms used in this Class A Note that are defined in
      the Indenture, as supplemented or amended, shall have the meanings assigned
      to
      them in or pursuant to the Indenture, as so supplemented or
      amended.

     

    The
      Class A Notes are and will be equally and ratably secured by the collateral
      granted to the Indenture Trustee as provided in the Indenture.

     

    Principal
      of the Class A Notes will be payable on each Distribution Date in an amount
      described on the face hereof.  "Distribution Date" means the
      25th day of each
      calendar month, or, if any such date is not a Business Day, the next succeeding
      Business Day, commencing October 25, 2007.

     

    As
      described above, the entire unpaid principal amount of this Class A Note shall
      be due and payable on the earlier of [date] [for Class A-1]] [date] [for Class
      A-2] [date] [for Class A-3]], and the Prepayment Date, if any, pursuant to
      Section 10.01 of the Indenture.  Notwithstanding the foregoing,
      the entire unpaid principal amount of the Class A Notes shall be due and payable
      on the date on which an Event of Default shall have occurred and be continuing
      and the Indenture Trustee or the Holders of the Notes representing a majority
      of
      the Outstanding Principal Amount of the Notes have declared the Notes to be
      immediately due and payable in the manner provided in Section 5.02 of the
      Indenture.  All principal payments on the Class A Notes of a Class
      shall be made pro rata to the Class A Noteholders of such Class entitled
      thereto.

     

    Payments
      of interest on this Class A Note due and payable on each Distribution Date,
      together with the installment of principal, if any, to the extent not in full
      payment of this Class A Note, shall be made by check mailed to the Person whose
      name appears as the Registered Holder of this Class A Note (or one or more
      Predecessor Notes) on the Note Register as of the close of business on each
      Record Date, except that with respect to Class A Notes registered on the Record
      Date in the name of the nominee of the Clearing Agency (initially, such nominee
      to be Cede & Co.), payments will be made by wire transfer in immediately
      available funds to the account designated by such nominee.  Such
      checks shall be mailed to the Person entitled thereto at the address of such
      Person as it appears on the Note Register as of the applicable Record Date
      without requiring that this Class A Note be submitted for notation of
      payment.  Any reduction in the principal amount of this Class A Note
      (or any one or more Predecessor Notes) effected by any payments made on any
      Distribution Date shall be binding upon all future Holders of this Note and
      of
      any Class A Note issued upon the registration of transfer hereof or in exchange
      hereof or in lieu hereof, whether or not noted hereon.  If funds are
      expected to be available, as provided in the Indenture, for payment in full
      of
      the then remaining unpaid principal amount of this Class A Note on a
      Distribution Date, then the Indenture Trustee, in the name of and on behalf
      of
      the Issuing Entity, will notify the Person who was the Registered Holder hereof
      as of the Record Date preceding such Distribution Date by notice mailed within
      five days of such Distribution Date and the amount then due and payable shall
      be
      payable only upon presentation and surrender of this Class A Note at the
      Indenture Trustee's principal Corporate Trust Office or at the office of the
      Indenture Trustee's agent appointed for such purposes located in the City of
      New
      York.

     

    
      
        
        

      

      
        B-5

        
          

        

      

      
        
        

      

    

     

    The
      Issuing Entity shall pay interest on overdue installments of interest at the
      [Class A-1] [Class A-2a] [Class A-2b] [Class A-3a] [Class A-3b] Note Interest
      Rate to the extent lawful.

     

    [As
      provided in the Indenture, the Class A-3a Notes and the Class A-3b Notes may
      be
      prepaid in whole, but not in part, by the Issuing Entity, upon the exercise
      by
      the Servicer of its option to repurchase the Receivables on any Distribution
      Date on or after the date on which the Note Value is ten percent or less of
      the
      Initial Note Value.]

     

    As
      provided in the Indenture and subject to certain limitations set forth therein,
      the transfer of this Class A Note may be registered on the Note Register upon
      surrender of this Class A Note for registration of transfer at the office or
      agency designated by the Issuing Entity pursuant to the Indenture, duly endorsed
      by, or accompanied by a written instrument of transfer in form satisfactory
      to
      the Indenture Trustee duly executed by, the Holder hereof or such Holder's
      attorney duly authorized in writing, with such signature guaranteed by a
      commercial bank or trust company located, or having a correspondent located,
      in
      the City of New York or the city in which the Corporate Trust Office is located,
      or a member firm of a national securities exchange or by another institution
      required to be accepted as a signature guarantor by Rule 17Ad-15 of the
      Exchange Act, and such other documents as the Indenture Trustee may require,
      and
      thereupon one or more new Class A Notes of authorized denominations and in
      the
      same aggregate principal amount will be issued to the designated transferee
      or
      transferees.  No service charge will be charged for any registration
      of transfer or exchange of this Class A Note, but the transferor may be required
      to pay a sum sufficient to cover any tax or other governmental charge that
      may
      be imposed in connection with any such registration of transfer or
      exchange.

     

    Each
      Noteholder or Note Owner, by acceptance of a Class A Note or, in the case of
      a
      Note Owner, a beneficial interest in a Class A Note, covenants and agrees that
      no recourse may be taken, directly or indirectly, with respect to the
      obligations of the Issuing Entity, the Owner Trustee or the Indenture Trustee
      on
      the Class A Notes or under the Indenture or any certificate or other writing
      delivered in connection therewith, against (i) the Indenture Trustee or the
      Owner Trustee in its individual capacity, (ii) any owner of a beneficial
      interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent,
      officer, director or employee of the Indenture Trustee or the Owner Trustee
      in
      its individual capacity, any holder of a beneficial interest in the Issuing
      Entity, the Owner Trustee or the Indenture Trustee or of any successor or assign
      of the Indenture Trustee or the Owner Trustee in its individual capacity, except
      as any such Person may have expressly agreed and except that any such partner,
      owner or beneficiary shall be fully liable, to the extent provided by applicable
      law, for any unpaid consideration for stock, unpaid capital contribution or
      failure to pay any installment or call owing to such entity.

     

    
      
        
        

      

      
        B-6

        
          

        

      

      
        
        

      

    

     

    Each
      Class A Noteholder or Class A Note Owner, by acceptance of a Class A Note or,
      in
      the case of a Class A Note Owner, a beneficial interest in a Class A Note,
      covenants and agrees that it will not at any time institute against the Issuing
      Entity or the Depositor, or join in any institution against the Issuing Entity
      or the Depositor of, any bankruptcy, reorganization, arrangement, insolvency
      or
      liquidation proceedings under any United States federal or state bankruptcy
      or
      similar law.

     

    It
      is the intent of the Depositor, the Class A Noteholders, the Class B
      Noteholders, the Class A Note Owners, the Class B Note Owners, the
      Issuing Entity, the Certificateholders and the Certificate Owner that the
      Class A Notes will be classified as indebtedness of the Issuing Entity for
      all United States tax purposes.  The Class A Noteholders, by
      acceptance of a Class A Note, agree to treat, and to take no action
      inconsistent with the treatment of, the Notes for such tax purposes as
      indebtedness of the Issuing Entity.

     

    Prior
      to the due presentment for registration of transfer of this Class A Note, the
      Issuing Entity, the Indenture Trustee and any agent of the Issuing Entity or
      the
      Indenture Trustee may treat the Person in whose name this Class A Note (as
      of
      the day of determination or as of such other date as may be specified in the
      Indenture) is registered as the owner hereof for all purposes, whether or not
      this Class A Note be overdue, and neither the Issuing Entity, the Indenture
      Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      Indenture permits, with certain exceptions as therein provided, the amendment
      thereof and the modification of the rights and obligations of the Issuing Entity
      and the rights of the Holders of the Notes under the Indenture at any time
      by
      the Issuing Entity with the consent of the Holders of Notes representing a
      majority of the Outstanding Principal Amount of all Notes at the time
      Outstanding.  The Indenture also contains provisions permitting the
      Holders of Notes representing specified percentages of the Outstanding Principal
      Amount of the Notes, on behalf of the Holders of all the Notes, to waive
      compliance by the Issuing Entity with certain provisions of the Indenture and
      certain past defaults under the Indenture and their consequences.  Any
      such consent or waiver by the Holder of this Class A Note (or any one of more
      Predecessor Notes) shall be conclusive and binding upon such Holder and upon
      all
      future Holders of this Class A Note and of any Class A Note issued upon the
      registration of transfer hereof or in exchange hereof or in lieu hereof whether
      or not notation of such consent or waiver is made upon this Class A
      Note.  The Indenture also permits the Indenture Trustee to amend or
      waive certain terms and conditions set forth in the Indenture without the
      consent of Holders of the Notes issued thereunder.

     

    The
      term "Issuing Entity" as used in this Class A Note includes any successor to
      the
      Issuing Entity under the Indenture.

     

    The
      Issuing Entity is permitted by the Indenture, under certain circumstances,
      to
      merge or consolidate, subject to the rights of the Indenture Trustee and the
      Holders of Notes under the Indenture.

     

     

    
      
        
        

      

      
        B-7

        
          

        

      

      
        
        

      

    

    The
      Class A Notes are issuable only in registered form in denominations as provided
      in the Indenture, subject to certain limitations therein set forth.

     

    This
      Class A Note and the Indenture shall be construed in accordance with the laws
      of
      the State of New York, without reference to its conflict of law provisions,
      and
      the obligations, rights and remedies of the parties hereunder and thereunder
      shall be determined in accordance with such laws.

     

    No
      reference herein to the Indenture and no provision of this Class A Note or
      of
      the Indenture shall alter or impair the obligation of the Issuing Entity, which
      is absolute and unconditional, to pay the principal of and interest on this
      Class A Note at the times, place, and rate, and in the coin or currency herein
      prescribed.

     

    Anything
      herein to the contrary notwithstanding, except as expressly provided in the
      Basic Documents, neither The Bank of New York (Delaware) in its individual
      capacity, any owner of a beneficial interest in the Issuing Entity, nor any
      of
      their respective partners, beneficiaries, agents, officers, directors, employees
      or successors or assigns shall be personally liable for, nor shall recourse
      be
      had to any of them for, the payment of principal of or interest on, or
      performance of, or omission to perform, any of the covenants, obligations or
      indemnifications contained in this Class A Note or the Indenture, it being
      expressly understood that said covenants, obligations and indemnifications
      have
      been made by the Owner Trustee for the sole purposes of binding the interests
      of
      the Owner Trustee in the assets of the Issuing Entity.  The Holder of
      this Class A Note by the acceptance hereof agrees that, except as expressly
      provided in the Basic Documents in the case of an Event of Default under the
      Indenture, the Holder shall have no claim against any of the foregoing for
      any
      deficiency, loss or claim therefrom; provided, however, that
      nothing contained herein shall be taken to prevent recourse to, and enforcement
      against, the assets of the Issuing Entity for any and all liabilities,
      obligations and undertakings contained in the Indenture or in this Class A
      Note.

     


    
      
                      B-8            

                   

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

    Social
      Security or taxpayer I.D. or other identifying number of assignee

     

    


    _________________________________________


     

    


     

    


     

    


     

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

     

    ______________________________________________________________________________________________________________

    (name
      and address of assignee)

     

    


     

    the
      within Class A Note and all rights thereunder, and hereby authorizes the
      transfer of said Class A Note on the books kept for registration
      thereof.

     

     

    Dated:____________________________________________ Signature
      Guaranteed:___________________________________________*

     

    

      

    

      
      *  NOTE:  The
        signature to this assignment must correspond with the name of the registered
        owner as it appears on the face of the within Note in every particular, without
        alteration, enlargement or any change whatsoever.

    


    
      
                      B-9                 
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

     

    FORM
      OF CLASS B NOTE

     

    REGISTERED                                                                                                                                                                                             $___________*

     

    No.
      ____

     

    SEE
      REVERSE FOR CERTAIN DEFINITIONS

     

    CUSIP
      NO.________

     

    UNLESS
      THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
      COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUING ENTITY OR ITS AGENT
      FOR
      REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED
      IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
      AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
      TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
      ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
      PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
      AN INTEREST HEREIN.

     

    THE
      PRINCIPAL OF THIS CLASS B NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
      HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS B
      NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE
      HEREOF.

     

    THIS
      CLASS B NOTE MAY NOT BE HELD BY OR TRANSFERRED TO ANY PERSON WHO IS NOT (A)
      A
      CITIZEN OR RESIDENT OF THE UNITED STATES, (B) A CORPORATION OR PARTNERSHIP
      ORGANIZED IN OR UNDER THE LAWS OF THE UNITED STATES, ANY STATE THEREOF, OR
      ANY
      POLITICAL SUBDIVISION OF EITHER (INCLUDING THE DISTRICT OF COLUMBIA) OR (C)
      AN
      ESTATE OR TRUST, THE INCOME OF WHICH IS INCLUDIBLE IN GROSS INCOME FOR UNITED
      STATES TAX PURPOSES, REGARDLESS OF ITS SOURCE (ANY SUCH PERSON DESCRIBED IN
      THE
      FOREGOING CLAUSES (A), (B) OR (C) BEING HEREIN REFERRED TO AS A "U.S.
      PERSON").  IF REQUESTED BY THE DEPOSITOR, THE ISSUING ENTITY OR THE
      ADMINISTRATOR, THE HOLDER OF THIS CLASS B NOTE MUST PROVIDE AN AFFIDAVIT AND
      RELATED TAX FORMS PURSUANT TO SECTION 2.13(b) OF THE INDENTURE REFERRED TO
      HEREIN TO THE DEPOSITOR CERTIFYING THAT SUCH PERSON IS A U.S.
      PERSON.  NOTWITHSTANDING THE REGISTRATION IN THE NOTE REGISTER OR ANY
      TRANSFER, SALE OR OTHER DISPOSITION OF THIS CLASS B NOTE TO A PERSON OTHER
      THAN
      A U.S. PERSON, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
      EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CLASS B NOTEHOLDER
      FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
      DISTRIBUTIONS ON THIS CLASS B NOTE.  EACH BENEFICIAL HOLDER OF THIS
      CLASS B NOTE BY ACCEPTANCE OF THIS NOTE SHALL BE DEEMED TO HAVE CONSENTED TO
      THIS PARAGRAPH.

     

    

      

    

      
      *  Denominations
        of $1,000 and integral multiples thereof.

    


    
      
              

                                    C-1                                
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    CATERPILLAR
      FINANCIAL ASSET TRUST 2007-A

    CLASS
      B [   ]% ASSET BACKED NOTES

     

    Caterpillar
      Financial Asset Trust 2007-A, a statutory trust organized and existing under
      the
      laws of the State of Delaware (herein referred to as the "Issuing Entity"),
      for
      value received, hereby promises to pay [_________], or registered assigns,
      the
      principal sum of [____________] DOLLARS
      ($[           ]) payable
      on each Distribution Date in an amount equal to the result obtained by
      multiplying (i) a fraction the numerator of which is $[INSERT INITIAL PRINCIPAL
      AMOUNT OF THIS CLASS B NOTE] and the denominator of which is
      $[       ] by (ii) the aggregate amount, if
      any, payable pursuant to the priorities set forth in the Sale and Servicing
      Agreement and the Indenture in respect of principal on the Class B Notes
      pursuant to Section 8.02(b) of the Indenture; provided,
however, the entire unpaid principal amount of this Note shall
      be due and
      payable on the earlier of [date] and the Prepayment Date, if any, pursuant
      to
Section 10.01 of the Indenture.  No payments of principal of
      the Class B Notes shall be made until the principal of the Class A Notes has
      been paid in its entirety.  The Issuing Entity will pay interest on
      this Class B Note at the Class B Note Interest Rate on each Distribution Date
      until the principal of this Class B Note is paid or made available for payment,
      on the principal amount of this Class B Note outstanding on the preceding
      Distribution Date after giving effect to all payments of principal made on
      such
      preceding Distribution Date (or in the case of the first Distribution Date,
      on
      the initial principal amount of this Class B Note).  Interest on this
      Class B Note will accrue for each Distribution Date from and including the
      25th day of the
      month prior to such Distribution Date to but excluding the 25th day of the
      month of
      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. Interest will be computed on the basis of a 360-day
      year
      of twelve 30-day months. Such principal of and interest on this Class B Note
      shall be paid in the manner specified on the reverse hereof. Payments of
      principal and interest on this Class B Note are subordinated to the payment
      of
      principal and interest on the Class A Notes to the extent provided in the
      Indenture and the Sale and Servicing Agreement.

     

    The
      principal of and interest on this Class B Note are payable in such coin or
      currency of the United States of America as at the time of payment is legal
      tender for payment of public and private debts.  All payments made by
      the Issuing Entity with respect to this Class B Note shall be applied first
      to
      interest due and payable on this Class B Note as provided above and then to
      the
      unpaid principal of this Class B Note.

     

    Reference
      is made to the further provisions of this Class B Note set forth on the reverse
      hereof, which shall have the same effect as though fully set forth on the face
      of this Class B Note.

     

    Unless
      the certificate of authentication hereon has been executed by the Indenture
      Trustee whose name appears below by manual signature, this Class B Note shall
      not be entitled to any benefit under the Indenture referred to on the reverse
      hereof, or be valid or obligatory for any purpose.

     

    [Signature
      Page Follows]


    
      
              

                                   C-1                               
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Issuing Entity has caused this instrument to be signed,
      manually or in facsimile, by its Authorized Officer.

     

    Date:                                                                CATERPILLAR
      FINANCIAL ASSET

      TRUST
      2007-A,

    


    
      	
               

            	
              By:

            	
              THE
                BANK OF NEW YORK (DELAWARE), not in its individual capacity but solely
                as
                Owner Trustee under the Trust
                Agreement,

            


    

    


    


    By:                                                                           

          Name:

          Title:


    
      
                                                  

                 C-2      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    INDENTURE
      TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     

    This
      is one of the Class B Notes designated above and referred to in the
      within-mentioned Indenture.

     

     

    U.S.
      BANK NATIONAL ASSOCIATION,

    not
      in its individual capacity
      but

    solely
      as Indenture
      Trustee,

    


    


    


    By: ________________________________                                                                          

         Name:

         Title:

     

     

    
 

    
      
                                                     

                 C-3      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [REVERSE
      OF CLASS B NOTE]

     

    This
      Class B Note is one of the Class B Notes of a duly authorized issue of Class
      B
      Notes of the Issuing Entity, designated as its [__]% Class B Asset Backed Notes
      (herein called the "Class B Notes"), all issued under an Indenture, dated as
      of
      September 1, 2007 (such indenture, as supplemented or amended, is herein called
      the "Indenture"), between the Issuing Entity and U.S. Bank National Association,
      as trustee (the "Indenture Trustee," which term includes any successor Indenture
      Trustee under the Indenture), to which Indenture and all indentures supplemental
      thereto reference is hereby made for a statement of the respective rights and
      obligations thereunder of the Issuing Entity, the Indenture Trustee and the
      Holders of the Notes.  The Class B Notes are subject to all terms of
      the Indenture.  All terms used in this Class B Note that are defined
      in the Indenture, as supplemented or amended, shall have the meanings assigned
      to them in or pursuant to the Indenture, as so supplemented or
      amended.

     

    The
      Class B Notes are and will be secured by the collateral granted to the Indenture
      Trustee as provided in the Indenture.

     

    Principal
      of the Class B Notes will be payable on each Distribution Date in an amount
      described on the face hereof.  "Distribution Date" means the
      25th day of each calendar month, or, if any such date is not a Business Day,
      the
      next succeeding Business Day, commencing October 25, 2007.

     

    As
      described above, the entire unpaid principal amount of this Class B Note shall
      be due and payable on the earlier of [date] and the Prepayment Date, if any,
      pursuant to Section 10.01 of the Indenture.  Notwithstanding
      the foregoing, the entire unpaid principal amount of the Class B Notes shall
      be
      due and payable on the date on which an Event of Default shall have occurred
      and
      be continuing and the Indenture Trustee or the Holders of the Notes representing
      a majority of the Outstanding Principal Amount of the Notes have declared the
      Notes to be immediately due and payable in the manner provided in Section
      5.02 of the Indenture.  All principal payments on the Class B
      Notes shall be made pro rata to the Class B Noteholders entitled
      thereto.

     

    Payments
      of interest on this Class B Note due and payable on each Distribution Date,
      together with the installment of principal, if any, to the extent not in full
      payment of this Class B Note, shall be made by check mailed to the Person whose
      name appears as the Registered Holder of this Class B Note (or one or more
      Predecessor Notes) on the Note Register as of the close of business on each
      Record Date, except that with respect to the Class B Notes registered on the
      Record Date in the name of the nominee of the Clearing Agency (initially, such
      nominee to be Cede & Co.), payments will be made by wire transfer in
      immediately available funds to the account designated by such
      nominee.  Such checks shall be mailed to the Person entitled thereto
      at the address of such Person as it appears on the Note Register as of the
      applicable Record Date without requiring that this Class B Note be submitted
      for
      notation of payment.  Any reduction in the principal amount of this
      Class B Note (or any one or more Predecessor Notes) effected by any payments
      made on any Distribution Date shall be binding upon all future Holders of this
      Class B Note and of any Class B Note issued upon the registration of transfer
      hereof or in exchange hereof or in lieu hereof, whether or not noted
      hereon.  If funds are expected to be available, as provided in the
      Indenture, for payment in full of the then remaining unpaid principal amount
      of
      this Class B Note on a Distribution Date, then the Indenture Trustee, in the
      name of and on behalf of the Issuing Entity, will notify the Person who was
      the
      Registered Holder hereof as of the Record Date preceding such Distribution
      Date
      by notice mailed within five days of such Distribution Date and the amount
      then
      due and payable shall be payable only upon presentation and surrender of this
      Class B Note at the Indenture Trustee's principal Corporate Trust Office or
      at
      the office of the Indenture Trustee's agent appointed for such purposes located
      in the City of New York.

     

    
      
        
        

      

      
        C-4

        
          

        

      

      
        
        

      

    

    The
      Issuing Entity shall pay interest on overdue installments of interest at the
      Class B Note Interest Rate to the extent lawful.

     

    As
      provided in the Indenture, the Class A-3a Notes, the Class A-3b Notes and the
      Class B Notes may be prepaid in whole, but not in part, by the Issuing Entity,
      upon the exercise by the Servicer of its option to repurchase the Receivables
      on
      any Distribution Date on or after the date on which the Note Value is ten
      percent or less of the Initial Note Value.

     

    As
      provided in the Indenture and subject to certain limitations set forth therein,
      the transfer of this Class B Note may be registered on the Note Register upon
      surrender of this Class B Note for registration of transfer at the office or
      agency designated by the Issuing Entity pursuant to the Indenture, duly endorsed
      by, or accompanied by a written instrument of transfer in form satisfactory
      to
      the Indenture Trustee duly executed by, the Holder hereof or such Holder's
      attorney duly authorized in writing, with such signature guaranteed by a
      commercial bank or trust company located, or having a correspondent located,
      in
      the City of New York or the city in which the Corporate Trust Office is located,
      or a member firm of a national securities exchange, or by another institution
      required to be accepted as a signature guarantor by Rule 17Ad-15 of the
      Exchange Act and such other documents as the Indenture Trustee may require,
      and
      thereupon one or more new Class B Notes of authorized denominations and in
      the
      same aggregate principal amount will be issued to the designated transferee
      or
      transferees.  No service charge will be charged for any registration
      of transfer or exchange of this Class B Note, but the transferor may be required
      to pay a sum sufficient to cover any tax or other governmental charge that
      may
      be imposed in connection with any such registration of transfer or
      exchange.

     

    Each
      Noteholder or Note Owner, by acceptance of a Class B Note or, in the case of
      a
      Note Owner, a beneficial interest in a Class B Note, covenants and agrees that
      no recourse may be taken, directly or indirectly, with respect to the
      obligations of the Issuing Entity, the Owner Trustee or the Indenture Trustee
      on
      the Class B Notes or under the Indenture or any certificate or other writing
      delivered in connection therewith, against (i) the Indenture Trustee or the
      Owner Trustee in its individual capacity, (ii) any owner of a beneficial
      interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent,
      officer, director or employee of the Indenture Trustee or the Owner Trustee
      in
      its individual capacity, any holder of a beneficial interest in the Issuing
      Entity, the Owner Trustee or the Indenture Trustee or of any successor or assign
      of the Indenture Trustee or the Owner Trustee in its individual capacity, except
      as any such Person may have expressly agreed and except that any such partner,
      owner or beneficiary shall be fully liable, to the extent provided by applicable
      law, for any unpaid consideration for stock, unpaid capital contribution or
      failure to pay any installment or call owing to such entity.

     

    
      
        
        

      

      
        C-5

        
          

        

      

      
        
        

      

    

    Each
      Noteholder or Note Owner, by acceptance of a Class B Note or, in the case of
      a
      Note Owner, a beneficial interest in a Class B Note, covenants and agrees that
      it will not at any time institute against the Issuing Entity or the Depositor,
      or join in any institution against the Issuing Entity or the Depositor of,
      any
      bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
      under any United States federal or state bankruptcy or similar law.

     

    It
      is the intent of the Depositor, the Class A Noteholders, the Class B
      Noteholders, the Class A Note Owners, the Class B Note Owners, the
      Issuing Entity, the Certificateholders and the Certificate Owners that, the
      Class B Notes will be classified as indebtedness of the Issuing Entity for
      all United States tax purposes.  The Class B Noteholders, by
      acceptance of a Class B Note, agree to treat, and to take no action
      inconsistent with the treatment of, the Class B Notes for such tax purposes
      as indebtedness of the Issuing Entity.

     

    Prior
      to the due presentment for registration of transfer of this Class B Note, the
      Issuing Entity, the Indenture Trustee and any agent of the Issuing Entity or
      the
      Indenture Trustee may treat the Person in whose name this Class B Note (as
      of
      the day of determination or as of such other date as may be specified in the
      Indenture) is registered as the owner hereof for all purposes, whether or not
      this Class B Note be overdue, and neither the Issuing Entity, the Indenture
      Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      Indenture permits, with certain exceptions as therein provided, the amendment
      thereof and the modification of the rights and obligations of the Issuing Entity
      and the rights of the Holders of the Notes under the Indenture at any time
      by
      the Issuing Entity with the consent of the Holders of Notes representing a
      majority of the Outstanding Principal Amount of all Notes at the time
      Outstanding.  The Indenture also contains provisions permitting the
      Holders of Notes representing specified percentages of the Outstanding Principal
      Amount of the Notes, on behalf of the Holders of all the Notes, to waive
      compliance by the Issuing Entity with certain provisions of the Indenture and
      certain past defaults under the Indenture and their consequences.  Any
      such consent or waiver by the Holder of this Class B Note (or any one of more
      Predecessor Notes) shall be conclusive and binding upon such Holder and upon
      all
      future Holders of this Class B Note and of any Class B Note issued upon the
      registration of transfer hereof or in exchange hereof or in lieu hereof whether
      or not notation of such consent or waiver is made upon this Class B
      Note.  The Indenture also permits the Indenture Trustee to amend or
      waive certain terms and conditions set forth in the Indenture without the
      consent of Holders of the Notes issued thereunder.

     

    The
      term "Issuing Entity" as used in this Class B Note includes any successor to
      the
      Issuing Entity under the Indenture.

     

    The
      Issuing Entity is permitted by the Indenture, under certain circumstances,
      to
      merge or consolidate, subject to the rights of the Indenture Trustee and the
      Holders of Notes under the Indenture.

     

    The
      Class B Notes are issuable only in registered form in denominations as provided
      in the Indenture, subject to certain limitations therein set forth.

     

    
      
        
        

      

      
        C-6

        
          

        

      

      
        
        

      

    

    This
      Class B Note and the Indenture shall be construed in accordance with the laws
      of
      the State of New York, without reference to its conflict of law provisions,
      and
      the obligations, rights and remedies of the parties hereunder and thereunder
      shall be determined in accordance with such laws.

     

    No
      reference herein to the Indenture and no provision of this Class B Note or
      of
      the Indenture shall alter or impair the obligation of the Issuing Entity, which
      is absolute and unconditional, to pay the principal of and interest on this
      Class B Note at the times, place, and rate, and in the coin or currency herein
      prescribed.

     

    Anything
      herein to the contrary notwithstanding, except as expressly provided in the
      Basic Documents, neither The Bank of New York (Delaware) in its individual
      capacity, any owner of a beneficial interest in the Issuing Entity, nor any
      of
      their respective partners, beneficiaries, agents, officers, directors, employees
      or successors or assigns shall be personally liable for, nor shall recourse
      be
      had to any of them for, the payment of principal of or interest on, or
      performance of, or omission to perform, any of the covenants, obligations or
      indemnifications contained in this Class B Note or the Indenture, it being
      expressly understood that said covenants, obligations and indemnifications
      have
      been made by the Owner Trustee for the sole purposes of binding the interests
      of
      the Owner Trustee in the assets of the Issuing Entity.  The Holder of
      this Class B Note by the acceptance hereof agrees that, except as expressly
      provided in the Basic Documents in the case of an Event of Default under the
      Indenture, the Holder shall have no claim against any of the foregoing for
      any
      deficiency, loss or claim therefrom; provided, however, that
      nothing contained herein shall be taken to prevent recourse to, and enforcement
      against, the assets of the Issuing Entity for any and all liabilities,
      obligations and undertakings contained in the Indenture or in this Class B
      Note.

     


    
      
                   C-7          

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

     

     

    Social
      Security or taxpayer I.D. or other identifying number of assignee

     

     

    __________________________________________


     

    


     

    


     

    


     

    


     

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

     

     

    ____________________________________________________________________________________________________________________

    (name
      and address of assignee)

     

    


     

    the
      within Class B Note and all rights thereunder, and hereby irrevocably
      authorizes the transfer of said Class B Note on the books kept for
      registration thereof.

     

    


     

    
      Dated:____________________________________________ Signature
        Guaranteed:___________________________________________*

       



     

    

      

    

      
      *  NOTE:  The
        signature to this assignment must correspond with the name of the registered
        owner as it appears on the face of the within Note in every particular, without
        alteration, enlargement or any change whatsoever.

    


    
      
        
                            
                          
              C- 8         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    EXHIBIT
      D

     

    


    SERVICING
      CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

    


    The
      assessment of compliance to be delivered by the Indenture Trustee shall address,
      at a minimum, the criteria identified as below as "Applicable Servicing
      Criteria":

    


    
      	
              Servicing
                Criteria

            	
              Applicable
                Servicing
                Criteria

            
	
              Reference

            	
              Criteria

            	 
	 	
              General
                Servicing
                Considerations

            	 
	
              1122(d)(1)(i)

            	
              Policies
                and procedures are
                instituted to monitor any performance or other triggers and events
                of
                default in accordance with the transaction
                agreements.

            	 
	
              1122(d)(1)(ii)

            	
               

              If
                any material servicing
                activities are outsourced to third parties, policies and procedures
                are
                instituted to monitor the third party's performance and compliance
                with
                such servicing activities.

            	 
	
              1122(d)(1)(iii)

            	
               

              Any
                requirements in the
                transaction agreements to maintain a back-up servicer for the pool
                assets
                are maintained.

            	 
	
              1122(d)(1)(iv)

            	
               

              A
                fidelity bond and errors and
                omissions policy is in effect on the party participating in the servicing
                function throughout the reporting period in the amount of coverage
                required by and otherwise in accordance with the terms of the transaction
                agreements.

            	 
	 	
              Cash
                Collection and
                Administration

            	 
	
              1122(d)(2)(i)

            	
               

              Payments
                on pool assets are
                deposited into the appropriate custodial bank accounts and related
                bank
                clearing accounts no more than two business days following receipt,
                or
                such other number of days specified in the transaction
                agreements.

            	 
	
              1122(d)(2)(ii)

            	
               

              Disbursements
                made via wire
                transfer on behalf of an obligor or to an investor are made only
                by
                authorized personnel.

            	
              ü

            
	
              1122(d)(2)(iii)

            	
               

              Advances
                of funds or guarantees
                regarding collections, cash flows or distributions, and any interest
                or
                other fees charged for such advances, are made, reviewed and approved
                as
                specified in the transaction agreements.

            	 
	
              1122(d)(2)(iv)

            	
               

              The
                related accounts for the
                transaction, such as cash reserve accounts or accounts established
                as a
                form of overcollateralization, are separately maintained (e.g., with
                respect to commingling of cash) as set forth in the transaction
                agreements.

            	 
	
              1122(d)(2)(v)

            	
               

              Each
                custodial account is
                maintained at a federally insured depository institution as set forth
                in
                the transaction agreements. For purposes of this criterion, "federally
                insured depository institution" with respect to a foreign financial
                institution means a foreign financial institution that meets the
                requirements of Rule 13k-1(b)(1) of the Securities Exchange
                Act.

            	 
	
              1122(d)(2)(vi)

            	
               

              Unissued
                checks are safeguarded so
                as to prevent unauthorized access.

            	 
	
              1122(d)(2)(vii)

            	
               

              Reconciliations
                are prepared on a
                monthly basis for all asset-backed securities related bank accounts,
                including custodial accounts and related bank clearing accounts.
                These
                reconciliations are (A) mathematically accurate; (B) prepared within
                30
                calendar days after the bank statement cutoff date, or such other
                number
                of days specified in the transaction agreements; (C) reviewed and
                approved
                by someone other than the person who prepared the reconciliation;
                and (D)
                contain explanations for reconciling items. These reconciling items
                are
                resolved within 90 calendar days of their original identification,
                or such
                other number of days specified in the transaction
                agreements.

            	 
	 	
              Investor
                Remittances and
                Reporting

            	 
	
              1122(d)(3)(i)

            	
               

              Reports
                to investors, including
                those to be filed with the Commission, are maintained in accordance
                with
                the transaction agreements and applicable Commission requirements.
                Specifically, such reports (A) are prepared in accordance with timeframes
                and other terms set forth in the transaction agreements; (B) provide
                information calculated in accordance with the terms specified in
                the
                transaction agreements; (C) are filed with the Commission as required
                by
                its rules and regulations; and (D) agree with investors' or the trustee's
                records as to the total unpaid principal balance and number of pool
                assets
                serviced by the Servicer.

            	 
	
              1122(d)(3)(ii)

            	
               

              Amounts
                due to investors are
                allocated and remitted in accordance with timeframes, distribution
                priority and other terms set forth in the transaction
                agreements.

            	
              ü

            
	
              1122(d)(3)(iii)

            	
               

              Disbursements
                made to an investor
                are posted within two business days to the Servicer's investor records,
                or
                such other number of days specified in the transaction
                agreements.

            	
              ü

            
	
              1122(d)(3)(iv)

            	
               

              Amounts
                remitted to investors per
                the investor reports agree with cancelled checks, or other form of
                payment, or custodial bank statements.

            	
              ü

            
	 	
              Pool
                Asset
                Administration

            	 
	
              1122(d)(4)(i)

            	
               

              Collateral
                or security on pool
                assets is maintained as required by the transaction agreements or
                related
                asset pool documents.

            	 
	
              1122(d)(4)(ii)

            	
               

              Pool
                asset and related documents
                are safeguarded as required by the transaction
                agreements

            	 
	
              1122(d)(4)(iii)

            	
               

              Any
                additions, removals or
                substitutions to the asset pool are made, reviewed and approved in
                accordance with any conditions or requirements in the transaction
                agreements.

            	 
	
              1122(d)(4)(iv)

            	
               

              Payments
                on pool assets, including
                any payoffs, made in accordance with the related pool asset documents
                are
                posted to the Servicer's obligor records maintained no more than
                two
                business days after receipt, or such other number of days specified
                in the
                transaction agreements, and allocated to principal, interest or other
                items (e.g., escrow) in accordance with the related asset pool
                documents.

            	 
	
              1122(d)(4)(v)

            	
               

              The
                Servicer's records regarding
                the pool assets agree with the Servicer's records with respect to
                an
                obligor's unpaid principal balance.

            	 
	
              1122(d)(4)(vi)

            	
               

              Changes
                with respect to the terms
                or status of an obligor's pool asset  (e.g., loan modifications
                or re-agings) are made, reviewed and approved by authorized personnel
                in
                accordance with the transaction agreements and related pool asset
                documents.

            	 
	
              1122(d)(4)(vii)

            	
               

              Loss
                mitigation or recovery
                actions (e.g., forbearance plans, modifications and deeds in lieu
                of
                foreclosure, foreclosures and repossessions, as applicable) are initiated,
                conducted and concluded in accordance with the timeframes or other
                requirements established by the transaction
                agreements.

            	 
	
              1122(d)(4)(viii)

            	
               

              Records
                documenting collection
                efforts are maintained during the period a pool asset is delinquent
                in
                accordance with the transaction agreements. Such records are maintained
                on
                at least a monthly basis, or such other period specified in the
                transaction agreements, and describe the entity's activities in monitoring
                delinquent pool assets including, for example, phone calls, letters
                and
                payment rescheduling plans in cases where delinquency is deemed temporary
                (e.g., illness or unemployment).

            	 
	
              1122(d)(4)(ix)

            	
               

              Adjustments
                to interest rates or
                rates of return for pool assets with variable rates are computed
                based on
                the related pool asset documents.

            	 
	
              1122(d)(4)(x)

            	
               

              Regarding
                any funds held in trust
                for an obligor (such as escrow accounts): (A) such funds are analyzed,
                in
                accordance with the obligor's pool asset documents, on at least an
                annual
                basis, or such other period specified in the transaction agreements;
                (B)
                interest on such funds is paid, or credited, to obligors in accordance
                with applicable pool asset documents and state laws; and (C) such
                funds
                are returned to the obligor within 30 calendar days of full repayment
                of
                the related pool assets, or such other number of days specified in
                the
                transaction agreements.

            	 
	
              1122(d)(4)(xi)

            	
               

              Payments
                made on behalf of an
                obligor (such as tax or insurance payments) are made on or before
                the
                related penalty or expiration dates, as indicated on the appropriate
                bills
                or notices for such payments, provided that such support has been
                received
                by the servicer at least 30 calendar days prior to these dates, or
                such
                other number of days specified in the transaction
                agreements.

            	 
	
              1122(d)(4)(xii)

            	
               

              Any
                late payment penalties in
                connection with any payment to be made on behalf of an obligor are
                paid
                from the servicer's funds and not charged to the obligor, unless
                the late
                payment was due to the obligor's error or omission.

            	 
	
              1122(d)(4)(xiii)

            	
               

              Disbursements
                made on behalf of an
                obligor are posted within two business days to the obligor's records
                maintained by the servicer, or such other number of days specified
                in the
                transaction agreements.

            	 
	
              1122(d)(4)(xiv)

            	
               

              Delinquencies,
                charge-offs and
                uncollectible accounts are recognized and recorded in accordance
                with the
                transaction agreements.

            	 
	
              1122(d)(4)(xv)

            	
               

              Any
                external enhancement or other
                support, identified in Item 1114(a)(1) through (3) or Item 1115 of
                Regulation AB, is maintained as set forth in the transaction
                agreements.

            	 


    

    



    
      
              

                 D-1