ex10_2.htm


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    


     

    Exhibit
      10.2

     

    


     

    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

     

     

    ADMINISTRATION
      AGREEMENT

     

    Dated
      as of September 1, 2007

     

     

    


     

    


     

    CATERPILLAR
      FINANCIAL SERVICES CORPORATION

     

    Administrator

     

    


     

    


     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ADMINISTRATION
      AGREEMENT, dated as of September 1, 2007 (as amended, modified or supplemented
      from time to time, this "Agreement"), among CATERPILLAR FINANCIAL ASSET TRUST
      2007-A, a Delaware statutory trust (the "Issuing Entity"), CATERPILLAR FINANCIAL
      SERVICES CORPORATION, a Delaware corporation ("CFSC"), as administrator (the
      "Administrator"), CATERPILLAR FINANCIAL FUNDING CORPORATION, a Nevada
      corporation, as depositor (the "Depositor"), and U.S. BANK NATIONAL ASSOCIATION,
      a national banking association, not in its individual capacity but solely as
      trustee (the "Indenture Trustee").

     

     

    W
      I T N E S S E T H :

     

    WHEREAS
      the Issuing Entity is issuing the Class A-1 5.67225% Asset Backed Notes (the
      "Class A-1 Notes"), the Class A-2a 5.40% Asset Backed Notes (the "Class
      A-2a Notes"), the Class A-2b Floating Rate Asset Backed Notes (the "Class A-2b
      Notes" and, together with the Class A-2a Notes, the "Class A-2 Notes"), the
      Class A-3a 5.34% Asset Backed Notes (the "Class A-3a Notes"), the Class A-3b
      Floating Rate Asset Backed Notes (the "Class A-3b Notes" and, together with
      the
      Class A-3a Notes, the "Class A-3 Notes") and the Class B 6.18% Asset Backed
      Notes (the "Class B Notes"; together with the Class A-1 Notes,
      Class A-2 Notes and the Class A-3 Notes, the "Notes") pursuant to the
      Indenture, dated as of September 1, 2007 (as amended, modified or supplemented
      from time to time, the "Indenture"), between the Issuing Entity and the
      Indenture Trustee.

     

    WHEREAS
      the Issuing Entity has entered into certain agreements in connection with the
      issuance of the Notes and of certain beneficial ownership interests in the
      Issuing Entity, including (i) a Sale and Servicing Agreement, dated as of
      September 1, 2007 (as amended, modified or supplemented from time to time,
      the
      "Sale and Servicing Agreement") (capitalized terms used herein and not defined
      herein shall have the meanings assigned such terms in the Sale and Servicing
      Agreement, or if not defined therein, in the Indenture) among the Issuing
      Entity, CFSC, as servicer, and the Depositor, (ii) a Depository Agreement
      dated September 26, 2007 (the "Depository Agreement"), among the Issuing Entity
      and The Depository Trust Company, (iii) the Indenture and (iv) the Interest
      Rate Swap Agreement. The Sale and Servicing Agreement, the Depository Agreement,
      the Indenture and the Interest Rate Swap Agreement are hereinafter referred
      to
      collectively as the "Related Agreements";

     

    WHEREAS
      pursuant to the Related Agreements, the Issuing Entity and the Owner Trustee
      are
      required to perform certain duties in connection with (a) the Notes and the
      collateral therefor granted to the Indenture Trustee pursuant to the Indenture
      (the "Collateral"), (b) the requirements of the Interest Rate Swap Agreement
      and
      (c) the beneficial ownership interests in the Issuing Entity (the holders
      of such interests being referred to herein as the "Owners");

     

    WHEREAS
      the Issuing Entity desires to have the Administrator provide certain
      administrative services to the Issuing Entity and the Owner
      Trustee;

     

    WHEREAS
      the Administrator has the capacity to provide the services required hereby
      and
      is willing to perform such services for the Issuing Entity and the Owner Trustee
      on the terms set forth herein;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    NOW,
      THEREFORE, in consideration of the mutual covenants contained herein, and other
      good and valuable consideration, the receipt and adequacy of which are hereby
      acknowledged, the parties agree as follows:

     

    1.  Duties
      of
      Administrator.  

     

    (a)  Duties
      with Respect to the Related Agreements.  (i) The
      Administrator agrees to cause the Issuing Entity to perform all the duties
      of
      the Issuing Entity and the Owner Trustee under the Depository
      Agreement.  In addition, the Administrator shall consult with the
      Owner Trustee regarding the duties of the Issuing Entity and the Owner Trustee
      under the Related Agreements. The Administrator shall monitor the performance
      of
      the Issuing Entity and shall advise the Owner Trustee when action is necessary
      to comply with the Issuing Entity's or the Owner Trustee's duties under the
      Related Agreements. The Administrator shall prepare for execution by the Issuing
      Entity or the Owner Trustee or shall cause the preparation by other appropriate
      persons of all documents, reports, filings, instruments, certificates and
      opinions as it shall be the duty of the Issuing Entity or the Owner Trustee
      to
      prepare, file or deliver pursuant to any Related Agreement. The Administrator,
      subject to Section 1(c), shall cause the Issuing Entity to take all
      appropriate action that it is the duty of the Issuing Entity or the Owner
      Trustee to take pursuant to the Indenture including, without limitation, the
      following duties or actions under the Indenture (references are to sections
      of
      the Indenture):

     

    (A)  the
      preparation of or obtaining of the documents and instruments required for
      authentication of the Notes, if any, and delivery of the same to the Indenture
      Trustee (Section 2.02);

     

    (B)  causing
      the Note Register to be kept and giving the Indenture Trustee notice of any
      appointment of a new Note Registrar and the location, or change in location,
      of
      the Note Register (Section 2.04);

     

    (C)  the
      notification of Noteholders of the final principal payment on their Notes
      (Section 2.07(b));

     

    (D)  the
      fixing or causing to be fixed of any specified record date and the notification
      of the Indenture Trustee and Noteholders with respect to special payment dates,
      if any (Section 2.07(c));

     

    (E)  the
      preparation, obtaining or filing of the instruments, opinions and certificates
      and other documents required for the release of collateral (Section
      2.09);

     

    (F)  causing
      newly appointed Paying Agents, if any, to deliver to the Indenture Trustee
      the
      instrument specified in the Indenture regarding funds held in trust (Section
      3.03);

     

    (G)  the
      direction to Paying Agents, if any, to pay to the Indenture Trustee all sums
      held in trust by such Paying Agents (Section 3.03);

     

    (H)  the
      obtaining and preservation of the Issuing Entity's qualification to do business
      in each jurisdiction in which such qualification is or shall be necessary to
      protect the validity and enforceability of the Indenture, the Notes, the
      Collateral and each other instrument and agreement included in the Trust Estate
      (Section 3.04);

     

    
      
         

      

      
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    (I)  the
      preparation of all supplements, amendments, financing statements, continuation
      statements, if any, instruments of further assurance and other instruments,
      in
      accordance with Section 3.05 of the Indenture, necessary to protect the
      Trust Estate (Section 3.05);

     

    (J)  the
      obtaining of the Opinion of Counsel on the Closing Date and the obtaining of
      annual Opinions of Counsel, in accordance with Section 3.06 of the
      Indenture, as to the Trust Estate, and the obtaining of the annual Officer's
      Certificate and certain other statements, in accordance with Section 3.09
      of the Indenture, as to compliance with the Indenture (Sections 3.06 and
      3.09);

     

    (K)  the
      identification to the Indenture Trustee in an Officer's Certificate of a Person
      with whom the Issuing Entity has contracted to perform its duties under the
      Indenture (Section 3.07(b));

     

    (L)  the
      notification of the Indenture Trustee and the Rating Agencies of a Servicer
      Default pursuant to the Sale and Servicing Agreement and, if such Servicer
      Default arises from the failure of the Servicer to perform any of its duties
      under the Sale and Servicing Agreement, the taking of all reasonable steps
      available to remedy such failure (Section 3.07(d));

     

    (M)  the
      preparation and obtaining of documents and instruments required for the release
      of the Issuing Entity from its obligation under the Indenture
      (Section 3.11(b));

     

    (N)  the
      delivery of notice to the Indenture Trustee and the Rating Agencies of each
      Event of Default and each default by the Servicer or Depositor under the Sale
      and Servicing Agreement (Section 3.19);

     

    (O)  the
      preparation of an Officer's Certificate and the obtaining of the Opinion of
      Counsel and the Independent Certificate relating to satisfaction and discharge
      of the Indenture (Section 4.01);

     

    (P)  the
      compliance with any written directive of the Indenture Trustee with respect
      to
      the sale of the Trust Estate in a commercially reasonable manner if an Event
      of
      Default shall have occurred and be continuing (Section 5.04);

     

    (Q)  the
      preparation and delivery of notice to Noteholders of the removal of the
      Indenture Trustee and the appointment of a successor Indenture Trustee (Section
      6.08);

     

    (R)  the
      preparation of any written instruments required to confirm more fully the
      authority of any co-trustee or separate trustee and any written instruments
      necessary in connection with the resignation or removal of any co-trustee or
      separate trustee (Sections 6.08 and 6.10);

     

    
      
         

      

      
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    (S)  (i) in
      the event of any early termination of any Interest Rate Swap Agreement, the
      preparation of written direction and notification of such early termination
      to
      the appropriate parties and (ii) the notification of the Swap Counterparty
      of any proposed amendment or supplement to any Basic Document (Section
      6.14);

     

    (T)  the
      furnishing of the Indenture Trustee with the names and addresses of Noteholders
      during any period when the Indenture Trustee is not the Note Registrar (Section
      7.01);

     

    (U)  the
      preparation and filing with the Commission, any applicable state agencies and
      the Indenture Trustee of documents required to be filed on a periodic basis
      with, and summaries thereof as may be required by rules and regulations
      prescribed by, the Commission and any applicable state agencies and the
      transmission of such summaries, as necessary, to the Noteholders (Section
      7.03);

     

    (V)  the
      opening of one or more accounts, the preparation of Issuer Orders, Officer's
      Certificates and Opinions of Counsel and all other actions necessary with
      respect to investment and reinvestment of funds in the Trust Accounts (Sections
      8.02 and 8.03);

     

    (W)  the
      preparation of an Issuer Request and Officer's Certificate and the obtaining
      of
      an Opinion of Counsel and Independent Certificates, if necessary, for the
      release of the Trust Estate (Sections 8.04 and 8.05);

     

    (X)  the
      preparation of Issuer Orders and the obtaining of Opinions of Counsel with
      respect to the execution of supplemental indentures and the mailing to the
      Noteholders and the Swap Counterparty of notices with respect to such
      supplemental indentures (Sections 9.01, 9.02 and 9.03);

     

    (Y)  the
      preparation of new Notes conforming to any supplemental indenture (Section
      9.06);

     

    (Z)  the
      notification of Noteholders of redemption of the Notes
      (Section 10.02);

     

    (AA)  the
      preparation of all Officer's Certificates, Opinions of Counsel and Independent
      Certificates with respect to any requests by the Issuing Entity to the Indenture
      Trustee to take any action under the Indenture (Section 11.01(a));

     

    (BB)  the
      preparation and delivery of Officer's Certificates and the obtaining of
      Independent Certificates, if necessary, for the release of property from the
      lien of the Indenture (Section 11.01(b));

     

    (CC)  the
      notification of the Rating Agencies, upon the failure of the Indenture Trustee
      to give such notification, of the information required pursuant to Section
      11.04 of the Indenture (Section 11.04);

     

    
      
         

      

      
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    (DD)  the
      preparation and delivery to Noteholders and the Indenture Trustee of any
      agreements with respect to alternate payment and notice provisions (Section
      11.06);

     

    (EE)  the
      recording of the Indenture, if applicable (Section 11.15); and

     

    (FF)  causing
      the Servicer to comply with Sections 4.09, 4.10, 4.11,
4.12,4.13 and 5.07 of the Sale and Servicing
      Agreement.

     

    (ii)  The
      Administrator will:

     

    (A)  pay
      the Indenture Trustee from time to time reasonable compensation for all services
      rendered by the Indenture Trustee under the Indenture (which compensation shall
      not be limited by any provision of law in regard to the compensation of a
      trustee of an express trust);

     

    (B)  except
      as otherwise expressly provided in the Indenture, reimburse the Indenture
      Trustee upon its request for all reasonable expenses, disbursements and advances
      incurred or made by the Indenture Trustee in accordance with any provision
      of
      the Indenture (including the reasonable compensation, expenses and disbursements
      of its agents and either in-house counsel or outside counsel, but not both),
      except any such expense, disbursement or advance as may be attributable to
      its
      negligence or bad faith;

     

    (C)  indemnify
      the Indenture Trustee and its agents for, and hold them harmless against, any
      losses, liability or expense incurred without negligence or bad faith on their
      part, arising out of or in connection with the acceptance or administration
      of
      the transactions contemplated by the Indenture, including the reasonable costs
      and expenses of defending themselves against any claim or liability in
      connection with the exercise or performance of any of their powers or duties
      under the Indenture; and

     

    (D)  indemnify
      the Owner Trustee and its agents for, and to hold them harmless against, any
      losses, liability or expense incurred without negligence or bad faith on their
      part, arising out of or in connection with the acceptance or administration
      of
      the transactions contemplated by the Trust Agreement, including the reasonable
      costs and expenses of defending themselves against any claim or liability in
      connection with the exercise or performance of any of their powers or duties
      under the Trust Agreement.

     

    (b)  Additional
      Duties.  (i)  In addition to the duties of the
      Administrator set forth above, but subject to Sections 1(c) and 5, the
      Administrator shall cause the Issuing Entity to perform such calculations and
      to
      prepare for execution by the Issuing Entity or the Owner Trustee, or to cause
      the preparation by other appropriate persons of, all documents, reports,
      filings, instruments, certificates and opinions as it shall be the duty of
      the
      Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to
      the
      Related Agreements, and at the request of the Owner Trustee shall cause the
      Issuing Entity to take all appropriate action that it is the duty of the Issuing
      Entity or the Owner Trustee to take pursuant to the Related
      Agreements.  Subject to Sections 1(c) and 5 of this
      Agreement, and in accordance with the directions of the Owner Trustee, the
      Administrator shall provide such other services with respect to the Issuing
      Entity as are not covered by any of the foregoing provisions and as are
      expressly requested by the Owner Trustee and are reasonably within the
      capability of the Administrator.

     

    
      
         

      

      
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    (ii)  Notwithstanding
      anything in this Agreement or the Related Agreements to the contrary, the
      Administrator shall promptly notify the Owner Trustee in the event that any
      withholding tax is imposed on the Issuing Entity's payments (or allocations
      of
      income) to the "Owner" as contemplated in Section 5.02(c) of the Trust
      Agreement. Any such notice shall specify the amount of any withholding tax
      required to be withheld by the Owner Trustee pursuant to such
      provision.

     

    (iii)  The
      Administrator may satisfy its obligations with respect to clause (ii) above
      and
      Section 5.05 of the Trust Agreement by retaining, at the expense of the
      Administrator, a firm of independent public accountants (the "Accountants")
      acceptable to the Owner Trustee which shall perform the obligations of the
      Administrator thereunder.  If the Administrator so elects, in
      connection with paragraph (ii) above, the Accountants will provide prior to
      October 25, 2007 a letter in form and substance satisfactory to the Owner
      Trustee as to whether any tax withholding is then required and, if required,
      the
      procedures to be followed with respect thereto to comply with the requirements
      of the Code.

     

    (iv)  The
      Administrator shall perform the duties of the Administrator specified in
Section 10.02 of the Trust Agreement required to be performed in
      connection with the resignation or removal of the Owner Trustee, and any other
      duties expressly required to be performed by the Administrator under the Trust
      Agreement.

     

    (v)  In
      carrying out the foregoing duties or any of its other obligations under this
      Agreement, the Administrator may enter into transactions with or otherwise
      deal
      with any of its Affiliates; provided, however, that the terms of
      any such transactions or dealings shall be in accordance with any directions
      received from the Issuing Entity and shall be, in the Administrator's opinion,
      no less favorable to the Issuing Entity than would be available from
      unaffiliated parties.

     

    (vi)  The
      Administrator shall cause the Issuing Entity to execute all documents, reports,
      filings, instruments, and certificates as it shall be the duty of the Issuing
      Entity or the Owner Trustee to prepare, file or deliver pursuant to the Basic
      Documents.  In furtherance thereof, the Owner Trustee shall, on behalf
      of itself and of the Issuing Entity, execute and deliver to the Administrator,
      and to each successor Administrator appointed pursuant to the terms hereof,
      one
      or more powers of attorney substantially in the form of Exhibit A hereto,
      appointing the Administrator the attorney-in-fact of the Owner Trustee and
      the
      Issuing Entity for the purpose of executing on behalf of the Owner Trustee
      and
      the Issuing Entity all such documents, reports, filings, instruments, and
      certificates.

     

    (c)  Non-Ministerial
      Matters.  (i)  With respect to matters that in the
      reasonable judgment of the Administrator are non-ministerial, the Administrator
      shall not take any action unless within a reasonable time before the taking
      of
      such action, the Administrator shall have notified the Owner Trustee of the
      proposed action and the Owner Trustee shall not have withheld consent or
      provided an alternative direction. For the purpose of the preceding sentence,
      "non-ministerial matters" shall include, without limitation:

     

    
      
         

      

      
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    (A)  the
      amendment of or any supplement to the Indenture, any other Basic Document,
      any
      other Related Agreement, or any other document or agreement to which the Issuing
      Entity or the Owner Trustee is a party;

     

    (B)  the
      initiation or compromise of any claim or lawsuit to which the Issuing Entity
      is
      a party;

     

    (C)  the
      appointment of successor Note Registrars, successor Paying Agents and successor
      Indenture Trustees pursuant to the Indenture or the appointment of successor
      Administrators, or the consent to the assignment by the Note Registrar, Paying
      Agent or Indenture Trustee of its obligations under the Indenture;

     

    (D)  the
      removal of the Indenture Trustee;

     

    (E)  the
      allocation, deposit, withdrawal or payment of funds under any Basic Document
      or
      Related Agreement, including the timing or amount of any of the
      foregoing;

     

    (F)  the
      prepayment in full of any Note;

     

    (G)  the
      waiver of any default under any document, agreement, or instrument;

     

    (H)  the
      release of any part of the Collateral;

     

    (I)  the
      entering into of any agreement by the Issuing Entity or the Owner
      Trustee;

     

    (J)  any
      matter described in Article IV of the Trust Agreement;

     

    (K)  any
      matter that is reserved to the discretion of the Issuing Entity or the Owner
      Trustee under any Basic Document or Related Agreement or that could have a
      material impact on the financial condition of the Issuing Entity or the
      Certificateholder;

     

    (L)  the
      incurring of any obligation or liability by the Issuing Entity or the Owner
      Trustee;

     

    (M)  the
      disposition of any assets of the Issuing Entity, except as expressly authorized
      by the Trust Agreement or the Indenture;

     

    (N)  any
      filings required by the Delaware Statutory Trust Act;

     

    (O)  the
      provision of copies of any amendment or supplement to the Interest Rate Swap
      Agreement to the Rating Agencies; and

     

    (P)  the
      notification to the Swap Counterparty of any proposed amendment or supplement
      to
      any of the Basic Documents.

     

     

    
      
         

      

      
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    (ii)  Notwithstanding
      anything to the contrary in this Agreement, the Administrator shall not be
      obligated to, and shall not, (A) pay any obligation of the Issuing Entity
      or the Owner Trustee, (B) execute or authenticate any note or certificate,
      (C) make any payments to the Noteholders, the Certificateholder, the Swap
      Counterparty or any other Person under any Related Agreement or any Basic
      Document, (D) sell the Trust Estate pursuant to Section 5.04 of the
      Indenture or (E) take any other action that the Issuing Entity directs the
      Administrator not to take on its behalf or take, or cause or instruct the
      Issuing Entity or the Owner Trustee to take, any action that the Issuing Entity
      or the Owner Trustee is prohibited from taking under any Basic
      Document.

     

    2.  Records.  The
      Administrator shall maintain appropriate books of account and records relating
      to services performed hereunder, which books of account and records shall be
      accessible for inspection by the Issuing Entity, the Owner Trustee, the
      Indenture Trustee and the Depositor at any time during normal business
      hours.

     

    3.  Compensation.  As
      compensation for the performance of the Administrator's obligations under this
      Agreement, the Administrator shall be entitled to $500 per month which shall
      be
      payable in accordance with Section 5.05 of the Sale and Servicing
      Agreement.  The Depositor shall also reimburse the Administrator for
      any of its liabilities and expenses related to its performance hereunder or
      under any Related Agreement (including without limitation those expenses set
      forth in Section 1(a)(ii) of this Agreement).

     

    4.  Additional
      Information To Be
      Furnished to Issuing Entity.  The Administrator shall
      furnish to the Issuing Entity from time to time such additional information
      regarding the Collateral as the Issuing Entity shall reasonably
      request.

     

    5.  Independence
      of
      Administrator.  For all purposes of this Agreement, the
      Administrator shall be an independent contractor and shall not be subject to
      the
      supervision of the Issuing Entity or the Owner Trustee with respect to the
      manner in which it accomplishes the performance of its obligations hereunder.
      Unless expressly authorized by the Issuing Entity, the Administrator shall
      have
      no authority to act for or represent the Issuing Entity or the Owner Trustee
      in
      any way and shall not otherwise be deemed an agent of the Issuing Entity or
      the
      Owner Trustee.

     

    6.  No
      Joint
      Venture.  Nothing contained in this Agreement shall (i)
      constitute the Administrator and either of the Issuing Entity or the Owner
      Trustee as members of any partnership, joint venture, association, syndicate,
      unincorporated business or other separate entity, (ii) be construed to impose
      any liability as such on any of them or (iii) be deemed to confer on any of
      them
      any express, implied or apparent authority to incur any obligation or liability
      on behalf of the others.

     

    7.  Other
      Activities of
      Administrator.  Nothing herein shall prevent the
      Administrator or its affiliates from engaging in other businesses or, in its
      sole discretion, from acting in a similar capacity as an administrator for
      any
      other person or entity even though such person or entity may engage in business
      activities similar to those of the Issuing Entity, the Owner Trustee or the
      Indenture Trustee.

     

     

    
      
         

      

      
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    8.  Term
      of Agreement; Resignation and
      Removal of Administrator.  (a)  This Agreement
      shall continue in force until the dissolution of the Issuing Entity, upon which
      event this Agreement shall automatically terminate.

     

    (b)  Subject
      to Section 8(e) and (f), the Administrator may resign its duties hereunder
      by
      providing the Issuing Entity with at least 60 days prior written
      notice.

     

    (c)  Subject
      to Section 8(e) and (f), the Issuing Entity may remove the Administrator without
      cause by providing the Administrator with at least 60 days prior written
      notice.

     

    (d)  Subject
      to Section 8(e) and (f), at the sole option of the Issuing Entity, the
      Administrator may be removed immediately upon written notice of termination
      from
      the Issuing Entity to the Administrator if any of the following events shall
      occur:

     

    (i)  the
      Administrator shall default in the performance of any of its duties under this
      Agreement and, after notice of such default, shall not cure such default within
      ten days (or, if such default cannot be cured in such time, shall not give
      within 10 days such assurance of cure as shall be reasonably satisfactory to
      the
      Issuing Entity);

     

    (ii)  a
      court having jurisdiction in the premises shall enter a decree or order for
      relief, and such decree or order shall not have been vacated within 60 days,
      in
      respect of the Administrator in any involuntary case under any applicable
      bankruptcy, insolvency or other similar law now or hereafter in effect or
      appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator
      or
      similar official for the Administrator or any substantial part of its property
      or order the winding-up or liquidation of its affairs; or

     

    (iii)  the
      Administrator shall commence a voluntary case under any applicable bankruptcy,
      insolvency or other similar law now or hereafter in effect, shall consent to
      the
      entry of an order for relief in an involuntary case under any such law, or
      shall
      consent to the appointment of a receiver, liquidator, assignee, trustee,
      custodian, sequestrator or similar official for the Administrator or any
      substantial part of its property, shall consent to the taking of possession
      by
      any such official of any substantial part of its property, shall make any
      general assignment for the benefit of creditors or shall fail generally to
      pay
      its debts as they become due.

     

    The
      Administrator agrees that if any of the events specified in clause (ii) or
      (iii)
      of this Section shall occur, it shall give written notice thereof to the Issuing
      Entity and the Indenture Trustee within seven days after the happening of such
      event.

     

    (e)  No
      resignation or removal of the Administrator pursuant to this Section shall
      be
      effective until (i) a successor Administrator shall have been appointed by
      the
      Issuing Entity and (ii) such successor Administrator shall have agreed in
      writing to be bound by the terms of this Agreement in the same manner as the
      Administrator is bound hereunder.

     

    (f)  The
      appointment of any successor Administrator shall be effective only after
      satisfaction of the Rating Agency Condition with respect to the proposed
      appointment.

     

     

    
      
         

      

      
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    9.  Action
      upon Termination, Resignation
      or Removal.  Promptly upon the effective date of
      termination of this Agreement pursuant to Section 8(a) or the resignation
      or removal of the Administrator pursuant to Section 8(b) or (c),
      respectively, the Administrator shall be entitled to be paid all fees and
      reimbursable expenses accruing to it to the date of such termination,
      resignation or removal. The Administrator shall forthwith upon such termination
      pursuant to Section 8(a) deliver to the Issuing Entity all property and
      documents of or relating to the Collateral then in the custody of the
      Administrator. In the event of the resignation or removal of the Administrator
      pursuant to Section 8(b) or (c), respectively, the Administrator
      shall cooperate with the Issuing Entity and take all reasonable steps requested
      to assist the Issuing Entity in making an orderly transfer of the duties of
      the
      Administrator.

     

    10.  Notices.  Any
      notice, report or other communication given hereunder shall be in writing and
      addressed as follows:

     

    (a)  if
      to the Issuing Entity, to

     

    Caterpillar
      Financial Asset Trust 2007-A

    The
      Bank of New York (Delaware)

    100
      White Clay Center, Route 273

    Newark,
      Delaware 19711

    Attention:  Corporate
      Trust Administration

     

    (b)  if
      to the Owner Trustee, to

     

    The
      Bank of New York (Delaware)

    100
      White Clay Center, Route 273

    Newark,
      Delaware 19711

    Attention:  Corporate
      Trust Administration

     

    (c)  if
      to the Administrator, to

     

    Caterpillar
      Financial Services Corporation

    2120
      West End Avenue

    Nashville,
      TN  37203-0001

     

    (d)  if
      to the Indenture Trustee, to

     

    U.S.
      Bank National Association

    209
      S. LaSalle Street, Suite 300

    Chicago,
      IL 60604

     

    (e)  if
      to the Depositor, to

     

    Caterpillar
      Financial Funding Corporation

    4040
      S. Eastern Avenue

    Suite
      344

    Las
      Vegas, Nevada  89119

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    or
      to such other address as any party shall have provided to the other parties
      in
      writing. Any notice required to be in writing hereunder shall be deemed given
      upon receipt.

     

    11.  Amendments.  This
      Agreement may be amended, with prior written notice to the Rating Agencies,
      from
      time to time by a written amendment duly executed and delivered by the Issuing
      Entity, the Administrator and the Indenture Trustee, with the written consent
      of
      the Owner Trustee, without the consent of the Swap Counterparty, the Noteholders
      and the Certificateholder, for the purpose of adding any provisions to or
      changing in any manner or eliminating any of the provisions of this Agreement
      or
      of modifying in any manner the rights of the Swap Counterparty, the Noteholders
      or the Certificateholder; provided, however, that such amendment
      will not, in the Opinion of Counsel, materially and adversely affect the
      interest of the Swap Counterparty, any Noteholder or the Certificateholder
      or
      the federal tax characterization of the Notes; provided, further, that such
      amendment shall not materially and adversely affect the rights and obligations
      of the Swap Counterparty or the Issuing Entity under the Interest Rate Swap
      Agreement unless the Swap Counterparty shall have consented in writing to such
      amendment (and such consent shall be deemed to have been given if the Swap
      Counterparty does not object in writing within ten (10) Business Days after
      receipt of a written request for such consent).  This Agreement may
      also be amended, with prior written notice to the Rating Agencies, by the
      Issuing Entity, the Administrator and the Indenture Trustee with the written
      consent of the Owner Trustee and the holders of Notes evidencing a majority
      in
      the Outstanding Amount of the Notes and the holder of the Certificate for the
      purpose of adding any provisions to or changing in any manner or eliminating
      any
      of the provisions of this Agreement or of modifying in any manner the rights
      of
      Noteholders or the Certificateholder; provided, however, that no
      such amendment may (i) 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
      the Certificateholder or (ii) reduce the aforesaid percentage of the holders
      of
      Notes and the holder of the Certificate which are required to consent to any
      such amendment, without the consent of the holders of all the outstanding Notes
      and the Certificate. Notwithstanding the foregoing, this Agreement may not
      be
      amended without the consent of the Depositor, which consent shall not be
      unreasonably withheld.

     

    12.  Successors
      and
      Assigns.  This Agreement may not be assigned by the
      Administrator unless such assignment is previously consented to in writing
      by
      the Issuing Entity and the Owner Trustee and subject to the satisfaction of
      the
      Rating Agency Condition in respect thereof.  An assignment with such
      consent and satisfaction, if accepted by the assignee, shall bind the assignee
      hereunder in the same manner as the Administrator is bound
      hereunder.  Notwithstanding the foregoing, this Agreement may be
      assigned by the Administrator without the consent of the Issuing Entity or
      the
      Owner Trustee to a corporation or other organization that is a successor (by
      merger, consolidation or purchase of assets) to the Administrator, provided
      that
      such successor organization executes and delivers to the Issuing Entity, the
      Owner Trustee and the Indenture Trustee an agreement in which such corporation
      or other organization agrees to be bound hereunder by the terms of said
      assignment in the same manner as the Administrator is bound
      hereunder.  Subject to the foregoing, this Agreement shall bind any
      successors or assigns of the parties hereto.

     

    13.  GOVERNING
      LAW.  THIS AGREEMENT 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.

     

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    14.  Headings.  The
      section headings hereof have been inserted for convenience of reference only
      and
      shall not be construed to affect the meaning, construction or effect of this
      Agreement.

     

    15.  Counterparts.  This
      Agreement may be executed in counterparts, each of which when so executed shall
      together constitute but one and the same agreement.

     

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

     

    17.  Not
      Applicable to the Administrator
      in Other Capacities.  Nothing in this Agreement shall
      affect any obligation the Administrator may have in any other
      capacity.

     

    18.  Limitation
      of Liability of Owner
      Trustee and Indenture Trustee.

     

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

     

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

     

    (c)  All
      of the rights of the Swap Counterparty in, to and under this Agreement, if
      any,
      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.

     

    19.  Third-Party
      Beneficiary.  The Owner Trustee is a third-party
      beneficiary to this Agreement and is entitled to the rights and benefits
      hereunder and may enforce the provisions hereof as if it were a party
      hereto.

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    20.  Successor
      Servicer and
      Administrator.  A successor Servicer appointed pursuant to
      Section 8.02 of the Sale and Servicing Agreement shall, upon compliance with
      the
      last sentence of the first paragraph of Section 8.02 of the Sale and
      Servicing Agreement, become the successor Administrator hereunder;
provided, however, that if the Indenture Trustee shall become such
      successor Administrator, the Indenture Trustee shall not be required to perform
      any obligations or duties or conduct any activities as successor Administrator
      that would be prohibited by law and not within the banking and trust powers
      of
      the Indenture Trustee.  In such event, the Indenture Trustee shall
      appoint a sub-administrator to perform such obligations and duties.

     

    21.  Nonpetition
      Covenants.  

     

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

     

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

     

    [Signature
      Page Follows]


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
      and
      delivered as of the date first above written.

     

     

    
      	
               

            	
              CATERPILLAR
                FINANCIAL ASSET TRUST 2007-A

            


    

     

     

     

    
      	 	
              THE
                BANK
                OF NEW YORK (DELAWARE),

              not in its individual capacity but soley 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 solely as
                Indenture
                Trustee

            	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/Melissa
              A. Rosal 	 
	 	 	Name: 
              Melissa A. Rosal 	 
	 	 	Title: 
              Vice President 	 
	 	 	 	 


    

     

    
      	 	
              CATERPILLAR
                FINANCIAL SERVICES CORPORATION,

              as Administrator

            	 
	 	 	 	 
	
               

            	
              By:
                

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


    

     

    
      	 	
              CATERPILLAR
                FINANCIAL FUNDING CORPORATION,

              as Depositor

            	 
	 	 	 	 
	
               

            	
              By:
                

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


    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     


    
      
              

                        
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    [Form
      of Power of Attorney]

     

    POWER
      OF ATTORNEY

     

    STATE
      OF
      ____________                 )

    )

    COUNTY
      OF
      __________                )

     

    KNOW
      ALL MEN BY THESE PRESENTS, that ______________________, a
      ____________________________, not in its individual capacity but solely as
      owner
      trustee ("Owner Trustee") for the Caterpillar Financial Asset Trust 2007-A
      ("Trust"), does hereby make, constitute and appoint
      ____________________________, as Administrator under the Administration
      Agreement (as defined below), as Attorney-in-Fact to execute on behalf of the
      Owner Trustee or the Issuing Entity all documents, reports, filings,
      instruments, and certificates as it shall be the duty of the Owner Trustee
      or
      the Issuing Entity to prepare, file or deliver pursuant to the Related
      Agreements (as defined in the Administration Agreement), including, without
      limitation, to appear for and represent the Owner Trustee and the Issuing Entity
      in connection with the preparation, filing and audit of federal, state and
      local
      tax returns pertaining to the Issuing Entity, and with full power to perform
      any
      and all acts associated with such returns and audits that the Owner Trustee
      could perform, including without limitation, the right to distribute and receive
      confidential information, defend and assert positions in response to audits,
      initiate and defend litigation, and to execute waivers of restriction on
      assessments of deficiencies, consents to the extension of any statutory or
      regulatory time limit, and settlements.  For the purpose of this Power
      of Attorney, the term "Administration Agreement" means the Administration
      Agreement, dated as of September 1, 2007, among the Issuing Entity, Caterpillar
      Financial Services Corporation, as Administrator, Caterpillar Financial Funding
      Corporation, as Depositor, and U.S. Bank National Association, as Indenture
      Trustee, as amended, modified or supplemented from time to time.

     

    All
      powers of attorney for this purpose heretofore filed or executed by the Owner
      Trustee are hereby revoked.

     

    EXECUTED
      this [___] day of September 2007.

     

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

            	
              By:
                

            	 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 


    

     

     

     

     

     

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

              

                  TABLE
            OF
            CONTENTS      
      

                      
      

                 Page   

        

      

    


    
      	
              1.

            	
              DUTIES
                OF ADMINISTRATOR 

            	
              2

            


    

     

    
      	
              2.

            	
              RECORDS 

            	
              8

            


    

     

    
      	
              3.

            	
              COMPENSATION 

            	
              8

            


    

     

    
      	
              4.

            	
              ADDITIONAL
                INFORMATION TO BE FURNISHED TO ISSUING ENTITY 

            	
              8

            


    

     

    
      	
              5.

            	
              INDEPENDENCE
                OF ADMINISTRATOR 

            	
              8

            


    

     

    
      	
              6.

            	
              NO
                JOINT VENTURE 

            	
              8

            


    

     

    
      	
              7.

            	
              OTHER
                ACTIVITIES OF ADMINISTRATOR 

            	
              8

            


    

     

    
      	
              8.

            	
              TERM
                OF AGREEMENT; RESIGNATION AND REMOVAL OF
                ADMINISTRATOR 

            	
              8

            


    

     

    
      	
              9.

            	
              ACTION
                UPON TERMINATION, RESIGNATION OR REMOVAL 

            	
              9

            


    

     

    
      	
              10.

            	
              NOTICES 

            	
              10

            


    

     

    
      	
              11.

            	
              AMENDMENTS 

            	
              11

            


    

     

    
      	
              12.

            	
              SUCCESSORS
                AND ASSIGNS 

            	
              11

            


    

     

    
      	
              13.

            	
              GOVERNING
                LAW 

            	
              11

            


    

     

    
      	
              14.

            	
              HEADINGS 

            	
              12

            


    

     

    
      	
              15.

            	
              COUNTERPARTS 

            	
              12

            


    

     

    
      	
              16.

            	
              SEVERABILITY 

            	
              12

            


    

     

    
      	
              17.

            	
              NOT
                APPLICABLE TO THE ADMINISTRATOR IN OTHER CAPACITIES 

            	
              12

            


    

     

    
      	
              18.

            	
              LIMITATION
                OF LIABILITY OF OWNER TRUSTEE AND INDENTURE TRUSTEE 

            	
              12

            


    

     

    
      	
              19.

            	
              THIRD-PARTY
                BENEFICIARY 

            	
              12

            


    

     

    
      	
              20.

            	
              SUCCESSOR
                SERVICER AND ADMINISTRATOR 

            	
              13

            


    

     

    
      	
              21.

            	
              NONPETITION
                COVENANTS 

            	
              13

            


    

     

     

    


    EXHIBIT
      A                           -      Form
      of Power of Attorney