ex10_1.htm


    


     

                                                                                                                                              


     

    
      

      

    

     

    Exhibit
      10.1

     

    


     

     

    PURCHASE
      AGREEMENT

     

     

    between

     

     

    CATERPILLAR
      FINANCIAL SERVICES CORPORATION

     

     

    Seller

     

     

    and

     

     

    CATERPILLAR
      FINANCIAL FUNDING CORPORATION

     

     

    Depositor

     

     

    Dated
      as of September 1, 2007

     

     

    


    
      

      

    

     

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    TABLE
      OF CONTENTS


     

     

                                                                                                                                              


    Page

    
      	
              ARTICLE
                I

            	
              CERTAIN
                DEFINITIONS.................................................................................................................................................................. 

            	
              1

            


    

     

    
      	
               

            	
              SECTION
                1.01. 
                DEFINITIONS.........................................................................................................................................................1

            


    

     

    
      	
               

            	
              SECTION
                1.02.  OTHER DEFINITIONAL
                PROVISIONS................................................................................................................3

            


    

     

    
      	
              ARTICLE
                II

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

            	
              4

            


    

     

    
      	
               

            	
              SECTION
                2.01.  CONVEYANCE OF
                RECEIVABLES......................................................................................................................4

            


    

     

    
      	
               

            	
              SECTION
                2.02.  OWNERSHIP OF RECEIVABLES
                FILES...............................................................................................................5

            


    

     

    
      	
               

            	
              SECTION
                2.03.  BOOKS AND
                RECORDS........................................................................................................................................5

            


    

     

    
      	
               

            	
              SECTION
                2.04.  THE
                CLOSING........................................................................................................................................................6

            


    

     

    
      	
              ARTICLE
                III

            	
              REPRESENTATIONS
                AND
                WARRANTIES......................................................................................................................................6

            


    

     

    
      	
               

            	
              SECTION
                3.01.  REPRESENTATIONS AND WARRANTIES OF
                DEPOSITOR.............................................................................6

            


    

     

    
      	
               

            	
              SECTION
                3.02.  REPRESENTATIONS AND WARRANTIES OF
                SELLER.....................................................................................7

            


    

     

    
      	
              ARTICLE
                IV

            	
              CONDITIONS...................................................................................................................................................................................12

            


    

     

    
      	
               

            	
              SECTION
                4.01.  CONDITIONS TO THE OBLIGATION OF THE
                DEPOSITOR...........................................................................12

            


    

     

    
      	
               

            	
              SECTION
                4.02.  CONDITIONS TO OBLIGATION OF
                SELLER...................................................................................................13

            


    

     

    
      	
               

            	
              SECTION
                4.03.  JUNIOR LIENS ON FINANCED EQUIPMENT AND OTHER
                EQUIPMENT....................................................13

            


    

     

    
      	
              ARTICLE
                V

            	
              COVENANTS
                OF THE SELLER AND THE
                DEPOSITOR..............................................................................................................14

            


    

     

    
      	
               

            	
              SECTION
                5.01.  PROTECTION OF RIGHT, TITLE AND
                INTEREST............................................................................................14

            


    

     

    
      	
               

            	
              SECTION
                5.02.  OTHER LIENS OR
                INTERESTS...........................................................................................................................14

            


    

     

    
      	
               

            	
              SECTION
                5.03.  CHIEF EXECUTIVE
                OFFICE...............................................................................................................................15

            


    

     

    
      	
               

            	
              SECTION
                5.04.  CORPORATE
                EXISTENCE...................................................................................................................................15

            


    

     

    
      	
               

            	
              SECTION
                5.05. 
                INDEMNIFICATION............................................................................................................................................17

            


    

     

    
      	
               

            	
              SECTION
                5.06.  REGULATION AB
                COMPLIANCE......................................................................................................................18

            


    

     

    
      	
              ARTICLE
                VI

            	
              MISCELLANEOUS
                PROVISIONS...................................................................................................................................................18

            


    

     

    
      	
               

            	
              SECTION
                6.01.  OBLIGATIONS OF
                SELLER.................................................................................................................................18

            


    

     

    
      	
               

            	
              SECTION
                6.02.  REPURCHASE
                EVENTS.......................................................................................................................................18

            


    

     

    
      	
               

            	
              SECTION
                6.03.  DEPOSITOR ASSIGNMENT OF REPURCHASED
                RECEIVABLES..................................................................18

            


    

     

    
      	
               

            	
              SECTION
                6.04.  ISSUING
                ENTITY..................................................................................................................................................18

            


    

     

    
      	
               

            	
              SECTION
                6.05. 
                AMENDMENT.......................................................................................................................................................18

            


    

     

    
      	
               

            	
              SECTION
                6.06. 
                WAIVERS..............................................................................................................................................................19

            


    

     

     

    
      
         

      

      
        -i-

        
          

        

      

      
         

      

    

     

    
      	
               

            	
              SECTION
                6.07. 
                NOTICES...............................................................................................................................................................19

            


    

     

    
      	
               

            	
              SECTION
                6.08.  COSTS AND
                EXPENSES......................................................................................................................................19

            


    

     

    
      	
               

            	
              SECTION
                6.09.  REPRESENTATIONS OF SELLER AND
                DEPOSITOR.......................................................................................19

            


    

     

    
      	
               

            	
              SECTION
                6.10. CONFIDENTIAL
                INFORMATION.......................................................................................................................20

            


    

     

    
      	
               

            	
              SECTION
                6.11. 
                HEADINGS............................................................................................................................................................20

            


    

     

    
      	
               

            	
              SECTION
                6.12.  GOVERNING
                LAW...............................................................................................................................................20

            


    

     

    
      	
               

            	
              SECTION
                6.13. 
                COUNTERPARTS.................................................................................................................................................20

            


    

     

    


    EXHIBIT
      A     ASSIGNMENT OF RECEIVABLES

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
         

      

      
        -ii-

        
          

        

      

      
         

      

    

     

    PURCHASE
      AGREEMENT, dated as of September 1, 2007, between CATERPILLAR FINANCIAL SERVICES
      CORPORATION, a Delaware corporation, as seller (together with its successors
      and
      assigns, the "Seller"), and CATERPILLAR FINANCIAL FUNDING CORPORATION, a Nevada
      corporation, as purchaser (together with its successors and assigns, the
      "Depositor").

     

    WHEREAS
      in the regular course of its business, the Seller has originated or purchased
      certain fixed-rate retail installment sale contracts and finance lease contracts
      secured by new and used machinery and equipment; and

     

    WHEREAS
      the Seller and the Depositor wish to set forth the terms pursuant to which
      the
      Receivables (as hereinafter defined) are to be sold by the Seller to the
      Depositor, which Receivables will be transferred by the Depositor, pursuant
      to
      the Sale and Servicing Agreement (as hereinafter defined), to Caterpillar
      Financial Asset Trust 2007-A, a Delaware statutory trust (the "Issuing Entity"),
      and the Issuing Entity will issue (i) an Asset Backed Certificate (the
      "Certificate") pursuant to the Trust Agreement (as hereinafter defined), which
      will represent an undivided beneficial interest in the Issuing Entity and
      (ii) the Notes (as hereinafter defined) pursuant to the Indenture (as
      hereinafter defined), which will represent obligations of the Issuing
      Entity.

     

    NOW,
      THEREFORE, in consideration of the foregoing, other good and valuable
      consideration and the mutual terms and covenants contained herein, the parties
      hereto agree as follows:

     

    ARTICLE
      I

     

    CERTAIN
      DEFINITIONS

     

    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 Agreement.

     

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

     

    "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, by contract or otherwise; and the terms
      "controlled by," "controlling" and "under common control with" have meanings
      correlative to the foregoing.

     

    "Affiliate
      Trust Security Interest" has the meaning specified in
Section 4.03(b).

     

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

     

     

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    "Assignment"
      means the document of assignment, a form of which is attached as
      Exhibit A.

     

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

     

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

     

    "Closing
      Date" means September 27, 2007.

     

    "Contract"
      has the meaning specified in the Sale and Servicing Agreement.

     

    "Indenture"
      means the Indenture, dated as of September 1, 2007, between the Issuing Entity
      and U.S. Bank National Association, as indenture trustee, as the same may be
      amended, modified or supplemented from time to time.

     

    "Notes"
      means the Class A-1 5.67225% Asset Backed Notes, the Class A-2a 5.40% Asset
      Backed Notes, the Class A-2b Floating Rate Asset Backed Notes, the Class A-3a
      5.34% Asset Backed Notes, the Class A-3b Floating Rate Asset Backed Notes and
      the Class B 6.18% Asset Backed Notes issued pursuant to the
      Indenture.

     

    "Other
      Equipment" has the meaning specified in
Section 4.03(b).

     

    "Other
      Obligation" has the meaning specified in
Section 4.03(a).

     

    "Other
      Security Interest" has the meaning specified in
Section 4.03(a).

     

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

     

    "Prospectus"
      means the Prospectus (which consists of a base prospectus dated
      September 17, 2007, and a prospectus supplement dated September 17,
      2007) pursuant to which the Notes were offered.

     

    "Receivable"
      has the meaning specified in the Sale and Servicing Agreement.

     

    "Receivable
      Security Interest" has the meaning specified in
Section 4.03(a).

     

    "Repurchase
      Event" has the meaning specified in
Section 6.02(a).

     

    "Sale
      and Servicing Agreement" means the Sale and Servicing Agreement, dated as of
      September 1, 2007, among the Issuing Entity, the Depositor (in its capacity
      as
      seller thereunder) and the Seller (in its capacity as Servicer thereunder),
      as
      the same may be amended, modified or supplemented from time to
      time.

     

    "Schedule
      of Receivables" means the list of Receivables annexed as Schedule A (which
      may be in the form of microfiche), as the same may be amended, modified or
      supplemented from time to time.

     

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    "Trust
      Agreement" means the Amended and Restated Trust Agreement, dated as of
      September 27, 2007, between the Depositor and The Bank of New York
      (Delaware), a Delaware banking corporation, as owner trustee, as the same may
      be
      amended, modified or supplemented from time to time.

     

    "UCC"
      means the Uniform Commercial Code as in effect in the relevant jurisdiction,
      as
      amended from time to time.

     

    SECTION
      1.02.  Other
      Definitional
      Provisions.  

     

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

     

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

     

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

     

    (d)  The
      words "hereof," "herein,"
      "hereunder," and words of similar import when used in this Agreement shall
      refer
      to this Agreement as a whole and not to any particular provision of this
      Agreement; Section, Schedule and Exhibit references contained in this Agreement
      are references to Sections, Schedules and Exhibits in or to this Agreement
      unless otherwise specified; the term "including" shall mean "including without
      limitation"; and the term "or" is not exclusive.  Terms used herein
      that are defined in the New York UCC and not otherwise defined herein shall
      have
      the meanings set forth in the New York UCC, unless the context requires
      otherwise.  Any reference herein to the Administration Agreement, the
      Indenture, the Sale and Servicing Agreement or the Trust Agreement means such
      agreement as in effect on the Closing Date.

     

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

     

    ARTICLE
      II


     

    CONVEYANCE
      OF RECEIVABLES

     

    SECTION
      2.01.  Conveyance
      of
      Receivables.  In consideration of the sale on the Closing
      Date of $662,424,010 in Contract Balance of Receivables as of the Cut-off Date,
      the Depositor shall deliver to or upon the order of the Seller cash in an amount
      of $660,717,639.43.  The Seller does hereby sell, transfer, assign,
      set over and otherwise convey to the Depositor, without recourse (subject to
      the
      obligations herein), all right, title and interest in and to the following,
      whether now owned or hereafter acquired:

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    (a)  all
      right, title and interest of the
      Seller in and to the Receivables, and all monies (including accrued interest)
      due thereunder on or after the Cut-off Date;

     

    (b)  the
      interests of the Seller in the
      security interests in the Transaction Equipment granted by Obligors pursuant
      to
      the Receivables and any other interest of the Seller in such Transaction
      Equipment, including any Liquidation Proceeds;

     

    (c)  the
      interest and rights of the Seller
      in 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
      interest of the Seller in any
      proceeds of repossessed or returned Transaction Equipment;

     

    (e)  the
      interest of the Seller in any
      proceeds from recourse to, or other payments by, Dealers on Receivables;
      and

     

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

     

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

     

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

     

    
 

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    SECTION
      2.02.  Ownership
      of Receivables
      Files.

     

    Upon
      the acceptance by the Seller of the amount set forth in Section 2.01, the
      ownership of each Receivable and the contents of the related Receivables File
      shall be vested in the Depositor.

     

    SECTION
      2.03.  Books
      and
      Records.

     

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

     

    SECTION
      2.04.  The
      Closing.

     

    The
      conveyance of the Receivables and the other property described in
      Section 2.01 shall take place on the Closing Date, simultaneously with the
      closing of the transactions contemplated by the Sale and Servicing Agreement,
      the Indenture, the underwriting agreements related to the Notes and the other
      Basic Documents.

                                 

    ARTICLE
      III

     

    REPRESENTATIONS
      AND WARRANTIES

     

    SECTION
      3.01.  Representations
      and Warranties of
      Depositor.  The Depositor hereby represents and warrants to
      the Seller as of the date hereof and as of the Closing Date:

     

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

     

    (b)  Due
      Qualification.  The Depositor is duly qualified to do business as
      a foreign corporation in good standing, and has obtained all necessary licenses
      and approvals, in all jurisdictions in which the ownership or lease of property
      or the conduct of its business requires such qualifications.

     

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

     

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

     

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

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

     

    SECTION
      3.02.  Representations
      and Warranties of
      Seller.  

     

    (a)             The
      Seller hereby represents and warrants to the Depositor of the date hereof and
      as
      of the Closing Date:

     

    (i)  Organization
      and Good Standing.  The Seller is duly organized, validly existing
      in good standing under the laws of the State of Delaware, and has the power
      and
      authority to own its properties and to conduct the business in which it is
      currently engaged, and had at all relevant times, and has, the power, authority
      and legal right to acquire and own the Receivables.

     

    (ii)  Due
      Qualification.  The Seller is duly qualified to do business as a
      foreign corporation in good standing, and has obtained all necessary licenses
      and approvals, in all jurisdictions in which the ownership or lease of property
      or the conduct of its business requires such qualifications.

     

    (iii)  Power
      and Authority.  The Seller has the power and authority to execute
      and deliver this Agreement and to carry out its terms; the Seller has full
      power
      and authority to sell and assign the property sold and assigned to the Depositor
      hereby and has duly authorized such sale and assignment to the Depositor by
      all
      necessary corporate action; and the execution, delivery and performance of
      this
      Agreement has been duly authorized by the Seller by all necessary corporate
      action.

     

    (iv)  No
      Violation.  The consummation by the Seller of the transactions
      contemplated by this Agreement and the fulfillment by the Seller of the terms
      hereof neither conflict with, result in any breach of any of the terms and
      provisions of, nor constitute (with or without notice or lapse of time) a
      default under, the certificate of incorporation or by-laws of the Seller, or
      any
      indenture, agreement or other instrument to which the Seller is a party or
      by
      which it is bound; nor result in the creation or imposition of any Lien upon
      any
      of its properties pursuant to the terms of any such indenture, agreement or
      other instrument (other than the Basic Documents); nor violate any law or,
      to
      the best of the Seller's knowledge, any order, rule or regulation applicable
      to
      the Seller of any court, federal or state regulatory body, administrative agency
      or other governmental instrumentality having jurisdiction over the Seller or
      its
      properties.

     

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

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

     

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

     

    (b)  The
      Seller makes the following
      representations and warranties as to the Receivables on which the Depositor
      relied in accepting the Receivables.  The parties hereto acknowledge
      that the representations and warranties below require the Seller to monitor
      conditions that it may not have the ability to monitor.  Accordingly,
      wherever the Seller makes, or is deemed to make, a representation that it cannot
      monitor, such representation shall be made as if prefaced with the phrase "to
      the best of the Seller's knowledge"; provided, however, that the
      determination as to whether a Repurchase Event has occurred pursuant to
Section 6.02 shall be made without reliance on whether the Seller
      actually had knowledge of the accuracy of any of its
      representations.  Such representations and warranties speak as of the
      execution and delivery of this Agreement but shall survive the sale, transfer
      and assignment of the Receivables to the Depositor and the subsequent
      assignments and transfers of the Receivables pursuant to the Sale and Servicing
      Agreement and the Indenture:

     

    (i)  Characteristics
      of Receivables.  Each Receivable (A) was originated in the United
      States of America by the Seller in the ordinary course of business or was
      originated by a Dealer in the ordinary course of business, in each case in
      connection with the retail sale by a Dealer of Financed Equipment in the
      ordinary course of such Dealer's business, was fully and properly executed
      by
      the parties thereto, and if originated by such Dealer, was purchased by the
      Seller from such Dealer and was validly assigned by such Dealer to the Seller
      in
      accordance with its terms, (B) has created a valid, subsisting and enforceable
      (subject to paragraph (iv) below) first priority security interest in favor
      of
      the Seller in the Financed Equipment, and if applicable, a valid, subsisting
      and
      enforceable (subject to paragraph (iv) below) security interest in favor of
      the
      Seller in the Cross-Collateralized Equipment, which security interests are
      assignable by the Seller to the Depositor, by the Depositor to the Issuing
      Entity and by the Issuing Entity to the Indenture Trustee, (C) contains
      customary and enforceable (subject to paragraph (iv) below) provisions such
      that
      the rights and remedies of the holder thereof are adequate for realization
      against the collateral of the benefits of the security and (D) provides for
      fixed payments (except as described below) on a periodic basis, yields interest
      at a fixed-rate (in the case of Receivables related to an Installment Sales
      Contract) and is prepayable without premium or penalty at any
      time.  The fixed payments provided for are sufficient to amortize the
      Amount Financed of such Receivable by maturity and yield interest at the
      APR.

     

    
      
         

      

      
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    (ii)  Schedule
      of Receivables.  The information set forth in the Schedule of
      Receivables to this Agreement is true and correct in all material respects
      as of
      the opening of business on the Cut-off Date and no selection procedures believed
      to be adverse to the Noteholders or the Certificateholder as assignees of the
      Depositor were utilized in selecting the Receivables.  The computer
      tape regarding the Receivables made available to the Depositor and its assigns
      is true and correct in all respects.

     

    (iii)  Compliance
      with Law.  Each Receivable and the sale or lease of the Financed
      Equipment complied at the time it was originated or made, and at the execution
      of this Agreement complies in all material respects, with all requirements
      of
      applicable federal, state and local laws and regulations thereunder, including
      usury laws, the Federal Truth-in-Lending Act, the Equal Credit Opportunity
      Act,
      the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the
      Federal Trade Commission Act, the Magnuson-Moss Warranty Act, the Federal
      Reserve Board's Regulations B and S and other equal credit opportunity and
      disclosure laws.

     

    (iv)  Binding
      Obligations.  Each Receivable represents the genuine, legal, valid
      and binding payment obligation in writing of the Obligor, enforceable by the
      holder thereof (which as of the Closing Date is the Seller) in accordance with
      its terms, subject to bankruptcy, insolvency and other laws relating to the
      enforcement of creditors' rights generally and to general principles of equity
      (regardless of whether enforceability is considered in a proceeding in equity
      or
      at law).  Such enforceability has not been and is not adversely
      affected by whether or not the Seller was or is qualified to do business in
      the
      state in which the Obligor was or is located.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    (v)  Security
      Interest in Financed Equipment.  Immediately prior to the sale,
      assignment and transfer thereof, each Receivable shall be secured by a validly
      perfected first priority security interest in the Financed Equipment in favor
      of
      the Seller as secured party.  As of the Cut-off Date, such Financed
      Equipment is located in the United States of America.

     

    (vi)  Receivables
      in Force.  No Receivable has been satisfied, subordinated or
      rescinded and no Financed Equipment been released from the lien granted by
      the
      related Receivable in whole or in part.  No Receivable is rescindable
      on the basis of whether or not the Seller was or is qualified to do business
      in
      the state in which the Obligor was or is located.

     

    (vii)  Prospectus
      Information.  As of the Cut-off Date, each Receivable conforms and
      all Receivables in the aggregate conform, in all material respects, to the
      description set forth in the Prospectus, including all statistical data or
      otherwise.

     

    (viii)  No
      Amendments.  No Receivable has been amended such that the amount
      of the Obligor's Scheduled Payments has been increased or decreased, except
      for
      increases or decreases resulting from the inclusion of any premium for
      forced-placed physical damage insurance covering the Financed
      Equipment.

     

    (ix)  No
      Defenses.  No right of rescission, setoff, counterclaim or defense
      has been asserted or threatened with respect to any Receivable.

     

    (x)  No
      Liens.  No liens or claims have been filed for work, labor or
      materials relating to any Financed Equipment that are liens prior to, or equal
      or coordinate with, the security interest in the Financed Equipment granted
      by
      the Receivable.

     

    (xi)  No
      Default.  No Receivable has a payment that is more than
      30 days overdue as of the Cut-off Date and, except as permitted in this
      paragraph, no default, breach, violation or event permitting acceleration under
      the terms of any Receivable has occurred and is continuing; and (except for
      payment defaults continuing for a period of not more than 30 days) no continuing
      condition that with notice or the lapse of time would constitute a default,
      breach, violation or event permitting acceleration under the terms of any
      Receivable has arisen; and the Seller has not waived and shall not waive any
      of
      the foregoing.

     

    (xii)  Insurance.  Each
      Obligor is required to obtain and maintain physical damage insurance and/or
      liability insurance, as applicable, covering the Financed Equipment in
      accordance with the Seller's normal requirements.

     

    (xiii)  Title.  It
      is the intention of the Seller that the transfer and assignment herein
      contemplated constitute a sale of the Receivables from the Seller to the
      Depositor, and that the beneficial interest in and title to the Receivables
      not
      be part of the debtor's estate in the event of the filing of a bankruptcy
      petition by or against the Seller under any bankruptcy law.  No
      Receivable has been sold, transferred, assigned or pledged by the Seller to
      any
      Person other than the Depositor.  Immediately prior to the transfer
      and assignment herein contemplated, the Seller has good and marketable title
      to
      each Receivable, free and clear of all Liens, encumbrances, security interests
      and rights of others and, immediately upon the transfer thereof, the Depositor
      shall have good and marketable title to each Receivable, free and clear of
      all
      Liens, tax, governmental or similar liens, encumbrances, security interests
      and
      rights of others; and the transfer of the Receivables to the Depositor has
      been
      or will be within 10 days after the Closing Date perfected under the
      UCC.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    (xiv)  Lawful
      Assignment.  No Receivable has been originated in, or is subject
      to the laws of, any jurisdiction under which the sale, transfer and assignment
      of such Receivable or any Receivable under this Agreement, the Sale and
      Servicing Agreement or the Indenture is unlawful, void or voidable.

     

    (xv)  All
      Actions Taken.  All actions necessary to give the Depositor a
      first priority perfected ownership interest in the Receivables pursuant to
      the
      UCC have been taken or will be taken within 10 days after the Closing
      Date.

     

    (xvi)  Leases.  Each
      Lease, relating to any Receivable (A) creates a security interest rather
      than a lease for purposes of Section 1-201 of the UCC, (B) is not a
      "consumer lease" within the meaning of Article 2A of the UCC in any jurisdiction
      where said Article 2A has been adopted and governs the construction
      thereof, (C) to the best knowledge of Seller, the related Obligor has
      accepted the related Financed Equipment leased to it and has not notified Seller
      of any defects therein, (D) is by its terms an absolute and unconditional
      obligation of the related Obligor and non-cancelable, (E) requires the
      related Obligor to maintain the related Financed Equipment for its own account
      except for any rental, (F) the rights with respect to such Lease are
      assignable by the Seller thereunder without the consent of any Person,
      (G) is net to the Seller of any maintenance, taxes, insurance or other
      expenses, (H) contains provisions requiring the related Obligor to assume
      all risk of loss or malfunction of the related Financed Equipment and (I) may
      not be prepaid by its terms, although the Obligor may discharge its obligations
      by prepaying the aggregate remaining lease scheduled payments.

     

    (xvii)  Maturity
      of Receivables.  Each Receivable has a final scheduled payment
      date due not later than the payment date occurring in August 2012 as of the
      Cut-off Date and the weighted average remaining term of the Receivables is
      40
      months as of the Cut-off Date.

     

    (xviii)  Location
      of Receivable Files.  The Receivable Files are kept at the
      location listed in Schedule B to the Sale and Servicing Agreement.

     

    (xix)  Outstanding
      Contract Balance.  Each Receivable has an outstanding Contract
      Balance of at least $5,063 as of the Cut-off Date.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    (xx)  No
      Bankruptcies.  No Obligor on any Receivable as of the Cut-off Date
      was noted in the related Receivable File as having filed for bankruptcy or
      as
      being subject to a bankruptcy proceeding and to the Seller's knowledge no such
      proceeding is pending or threatened against any Obligor.

     

    (xxi)  No
      Repossessions.  No Financed Equipment securing any Receivable is
      in repossession status.

     

    (xxii)  Chattel
      Paper.  Each Receivable constitutes "tangible chattel paper"
      within the meaning of the UCC of the States of New York and Nevada;

     

    (xxiii)  Obligors.  None
      of the Receivables is due from any Person which does not have a mailing address
      in the United States of America.  No Receivable is due from the United
      States of America or any State or from any agency, department, instrumentality
      or political subdivision thereof.

     

    (xxiv)  One
      Original.  There is only one Original Contract related to each
      Receivable.  With respect to each Receivable, the Seller has a
      perfected, first priority ownership or security interest in such Receivable,
      free and clear of all Liens, encumbrances, security interests or rights of
      others.

     

    (xxv)  Payment
      Frequency.  As of the Cut-off Date and as shown on the books of
      the Seller, Receivables having an aggregate Contract Balance equal to
      approximately 85.5% of the aggregate Contract Balance of all Receivables had
      monthly scheduled payments; and as of the Cut-off Date and as shown on the
      books
      of the Seller, Receivables having an aggregate Contract Balance equal to
      approximately 14.5% of the aggregate Contract Balance of all Receivables had
      scheduled payments which have monthly scheduled payments other than certain
      months specified therein for which payment is skipped.

     

    (xxvi)  Interest
      Accrual.  Each Receivable related to an Installment Sales Contract
      is, as of the Closing Date, accruing interest.

     

    (xxvii)  Notification
      of Obligors.  With respect to each Dealer Receivable, the related
      Obligor has been notified with respect to the assignment of the related Contract
      to the Seller.

            

     

    ARTICLE
      IV


     

    CONDITIONS

     

    SECTION
      4.01.  Conditions
      to the Obligation of the
      Depositor.  The obligation of the Depositor to purchase the
      Receivables is subject to the satisfaction of the following
      conditions:

     

    (a)  Representations
      and Warranties
      True.  The representations and warranties of the Seller hereunder
      shall be true and correct on the Closing Date with the same effect as if then
      made and the Seller shall have performed all obligations to be performed by
      it
      hereunder on or prior to the Closing Date.

     

    
      
         

      

      
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    (b)  Computer
      Files
      Marked.  The Seller shall, at its own expense on or prior to the
      Closing Date (i) indicate in its computer files that the Receivables have been
      sold to the Depositor pursuant to this Agreement and sold by the Depositor
      to
      the Issuing Entity pursuant to the Sale and Servicing Agreement and
      (ii) deliver to the Depositor the Schedule of Receivables certified by the
      Chairman, the President, a Vice President, Secretary, the Treasurer or an
      Assistant Treasurer of the Seller to be true, correct and complete.

     

    (c)  Documents
      to be Delivered by Seller
      at Closing.

     

    (i)  Assignment.  On
      the Closing Date, the Seller will execute and deliver the
      Assignment.  The Assignment shall be substantially in the form of
      Exhibit A.

     

    (ii)  Other
      Documents.  On the Closing Date, the Seller will execute and
      deliver such other documents as the Depositor may reasonably
      request.

     

    (d)  Other
      Transactions.  The transactions contemplated by the Basic
      Documents to be consummated on the Closing Date shall be consummated on such
      date.

     

    SECTION
      4.02.  Conditions
      to Obligation of
      Seller.  The obligation of the Seller to sell the
      Receivables to the Depositor is subject to the satisfaction of the following
      conditions:

     

    (a)  Representations
      and Warranties
      True.  The representations and warranties of the Depositor
      hereunder shall be true and correct on the Closing Date with the same effect
      as
      if then made and the Depositor shall have performed all obligations to be
      performed by it hereunder on or prior to the Closing Date.

     

    (b)  Receivables
      Purchase
      Price.  On the Closing Date, the Depositor shall have delivered to
      the Seller the purchase price specified in
Section 2.01.

     

    SECTION
      4.03.  Junior
      Liens on Financed Equipment
      and Other Equipment.  

     

    (a)             To
      the extent that any item of Financed Equipment is subject to a security interest
      in favor of the Seller (each, an "Other Security Interest") to secure an
      obligation of the related Obligor that is not part of a Receivable that has
      been
      transferred to the Depositor pursuant to Section 2.01 (each, an "Other
      Obligation"), then the Seller agrees that, notwithstanding any other provision
      of any document, instrument or agreement to the contrary, and until (i) the
      related Receivable has been paid in full or (ii) the security interest in such
      item of Financed Equipment that secures the Receivable (the "Receivable Security
      Interest") has been discharged or released, (A) the Receivable Security Interest
      in the Financed Equipment shall be prior and senior to the Other Security
      Interest in the Financed Equipment, and the Other Security Interest in the
      Financed Equipment shall be subordinate and junior to the Receivable Security
      Interest in the Financed Equipment, (B) the Seller shall not transfer the Other
      Obligation to an Affiliate of the Seller or a trust (other than the Issuing
      Entity) established by the Depositor or any of its Affiliates unless the
      documentation for such transaction provides that the Receivable Security
Interest in the Financed Equipment shall be prior and senior to the Other
      Security Interest in the Financed Equipment, and the Other Security Interest
      in
      the Financed Equipment shall be subordinate and junior to the Receivable
      Security Interest in the Financed Equipment, and (C) the Seller shall not
      transfer the Other Obligation (other than as described in clause (B) of this
      paragraph) unless the transferee agrees in writing that the Receivable Security
      Interest in the Financed Equipment shall be prior and senior to the Other
      Security Interest in the Financed Equipment, and the Other Security Interest
      in
      the Financed Equipment shall be subordinate and junior to the Receivable
      Security Interest in the Financed Equipment.

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    (b)  To
      the extent that any Receivable is
      secured by a security interest in any equipment other than the Financed
      Equipment (the "Other Equipment") and such Other Equipment is subject to a
      security interest (each, an "Affiliate Trust Security Interest") in favor of
      the
      Seller that has been or will in the future be assigned by the Seller to a trust
      (other than the Issuing Entity) established by the Depositor or any of its
      Affiliates, then the Seller and the Depositor agree that the Affiliate Trust
      Security Interest in the Other Equipment shall be prior and senior to the
      security interest in the Other Equipment that secures the Receivable, and the
      security interest in the Other Equipment that secures the Receivable shall
      be
      subordinate and junior to the Affiliate Trust Security Interest in the Other
      Equipment.

                            

    ARTICLE
      V

     

    COVENANTS
      OF THE SELLER AND THE DEPOSITOR

     

    The
      Seller and the Depositor agree with each other as follows; provided,
however, that to the extent that any provision of this Article conflicts
      with any provision of the Sale and Servicing Agreement, the Sale and Servicing
      Agreement shall govern:

     

    SECTION
      5.01.  Protection
      of Right, Title and
      Interest.  

     

    (a)             Further
      Assurances.  The Seller shall take all actions to preserve and
      protect the right, title and interest of the Depositor in and to the Receivables
      and the other property transferred to the Depositor pursuant to Section
      2.01.  The Depositor shall cooperate fully with the Seller in
      connection with the obligations set forth above and will execute any and all
      documents reasonably required to fulfill the purpose of this
      paragraph.

     

    (b)  Name
      Change.  Within
      15 days after the Seller makes any change in its name or type or jurisdiction
      of
      organization, the Seller shall give the Depositor notice of any such
      change.

     

    (c)  UCC
      Financing
      Statements.  The Seller shall file and maintain all appropriate
      financing statements (in the proper filing office, in the appropriate
      jurisdiction), necessary to perfect, and maintain the perfection of, the
      ownership interest or security interest of the Depositor in the
      Receivables.

     

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    SECTION
      5.02.  Other
      Liens or
      Interests.  Except for the conveyances hereunder and
      pursuant to the Sale and Servicing Agreement and the other Basic Documents,
      the
      Seller shall not sell, pledge, assign or transfer to any Person, or grant,
      create, incur, assume or suffer to exist any Lien arising through or under
      it or
      any Dealer on, any interest in, to and under the Receivables, and the Seller
      shall defend the right, title and interest of the Depositor in, to and under
      the
      Receivables against all claims of third parties claiming through or under the
      Seller or any Dealer; provided, however, that the Seller's
      obligations under this Section shall terminate one year and one day after the
      termination of the Issuing Entity pursuant to the Trust Agreement.

     

    SECTION
      5.03.  Chief
      Executive
      Office.  During the term of the Receivables, the Seller
      will maintain its chief executive office in one of the States of the United
      States of America or the District of Columbia.

     

    SECTION
      5.04.  Corporate
      Existence.  

     

    (a)             During
      the term of this Agreement, the Depositor will keep in full force and effect
      its
      existence, rights and franchises as a corporation under the laws of Nevada
      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 Agreement, the Basic Documents and each other instrument
      or agreement necessary or appropriate to the proper administration of this
      Agreement and the Sale and Servicing Agreement and the transactions contemplated
      hereby.

     

    (b)  The
      Seller will not take any action or
      fail to take any action if such act or omission would cause the Depositor not
      to
      observe the covenants set forth in Section 5.04(c) or to violate the
      provisions of the Depositor's articles of incorporation.

     

    (c)  The
      Depositor and the Seller agree that
      each of their respective businesses shall be conducted as follows, and neither
      Depositor nor the Seller shall take any action or fail to take any action if
      such act or omission would cause its respective business not to be conducted
      as
      follows:

     

    (i)  The
      Depositor will maintain both an office at which its business is and will be
      conducted and a telephone number separate from the Seller or any of the Seller's
      Affiliates.

     

    (ii)  At
      least two of the Depositor's directors are not and will not be directors,
      officers or employees of the Seller or any of the Seller's
      Affiliates.  No employee of the Depositor shall engage in any
      servicing functions with respect to the Receivables and, with respect to the
      Depositor, shall only engage in corporate governance and clerical
      functions.  So long as the Depositor maintains an employee at its
      office, the Depositor shall at all times maintain comprehensive liability and
      workmen's compensation insurance (as is customary for commercial enterprises)
      in
      an amount, when taking into account any available umbrella policy, at least
      equal to $5,000,000.

     

     

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

    (iii)  The
      Depositor will maintain corporate records and books and accounts separate from
      those of the Seller or any of the Seller's Affiliates.

     

    (iv)  Except
      as expressly permitted by the Sale and Servicing Agreement with respect to
      collections on the Receivables prior to the transfer of such collections to
      the
      Collection Account, the Depositor's funds will not be commingled with those
      of
      the Seller or any of the Seller's Affiliates, and the Depositor shall maintain
      bank accounts separate from those of the Seller or any of the Seller's
      Affiliates.

     

    (v)  As
      long as it is the Servicer, the Seller shall maintain records permitting a
      determination on a daily basis of the amount and location of any of its funds
      which are commingled as permitted under clause (iv) above.

     

    (vi)  The
      Board of Directors of the Depositor will take appropriate corporate action
      (including holding meetings or acting by unanimous consent) to authorize all
      of
      the Depositor's corporate actions, and minutes shall be maintained by the
      Depositor separate and apart from those of the Seller or any of the Seller's
      Affiliates.

     

    (vii)  The
      Depositor shall at all times be adequately capitalized to engage in the
      transactions contemplated at its formation.  Without limiting the
      foregoing, the Depositor shall at all times maintain capital sufficient to
      pay
      its rent, salary of any employee, and any required insurance from the Closing
      Date until the termination of the Issuing Entity in accordance with the terms
      and conditions of the Trust Agreement.

     

    (viii)  The
      Depositor shall not incur or guarantee any debt other than under the Sale and
      Servicing Agreement, nor shall the Depositor make any loans, pledge its assets
      for the benefit of any other entity or hold out its credit as being available
      to
      satisfy the obligations of others, other than as permitted by the Depositor's
      articles of incorporation.

     

    (ix)  The
      Depositor shall not engage in any transaction with the Seller or any of the
      Seller's Affiliates on terms more favorable than in a similar transaction
      involving a third party.

     

    (x)  The
      Depositor shall at all times use its own stationery.

     

    (xi)  The
      Depositor shall always be described as a separate corporation, and never as
      a
      department, division or otherwise of the Seller or any of the Seller's
      Affiliates.

     

    (xii)  The
      Depositor shall act solely in its own corporate name and through its own
      authorized officers and agents.  Neither the Depositor nor any of
      Depositor's Affiliates shall be appointed agent of the Seller, except as
      expressly provided for by the Sale and Servicing Agreement and the
      Administration Agreement.

     

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    (xiii)  The
      data and records (including computer records) used by the Depositor or the
      Seller in the collection and administration of the Receivables shall reflect
      the
      Depositor's ownership interest therein.

     

                                                             
      (xiv)  Other
      than organizational expenses, the Depositor shall be responsible for the payment
      of all expenses including 

                           the
      salaries of its employees, indebtedness and other obligations incurred by it,
      including a fair and reasonable allocation for shared office space.

     

    (xv)  The
      Depositor shall at all times hold itself out to the public under the Depositor's
      own name as a legal entity separate and distinct from the Seller and any of
      the
      Seller's Affiliates and shall correct any known misunderstanding regarding
      its
      separate identity.

     

    (xvi)  None
      of the Depositor's funds nor any of the funds held by the Seller on behalf
      of
      the Depositor or the holders of the Certificate or the Notes shall be invested
      in securities issued by the Seller or any of the Seller's
      Affiliates.

     

    (xvii)  The
      Depositor shall at all times maintain a sufficient number of employees in light
      of its contemplated business operations.

     

    (xviii)  At
      any time the Notes are outstanding, the Seller shall not (A) dissolve or
      liquidate, (B) merge or consolidate with any other entity, (C) sell its assets
      substantially in their entirety to any other entity or (D) amend its articles
      of
      incorporation, in each case unless the Rating Agency Condition is
      satisfied.

     

    (d)  The
      Depositor and the Seller will each
      furnish to the other on or before April 30 of each year (commencing April 30,
      2008) for so long as any Certificate or Note remains outstanding an Officer's
      Certificate to the effect that all of its respective obligations under this
      Section 5.04 have been fulfilled throughout the preceding calendar year (or
      the period from the Closing Date until December 31, 2007, as applicable), or,
      if
      there has been any default in the fulfillment of any such obligations,
      specifying each such default known to the signer thereof and the nature and
      status thereof.

     

    (e)  The
      Seller will not transfer or assign
      any interest in the Depositor except pursuant to an instrument under which
      the
      transferee or assignee of such interest expressly assumes the performance of
      all
      covenants of the Seller to be performed or observed under this
      Section 5.04.

     

    (f)  The
      annual consolidated audited
      financial statements of the Depositor and the Seller will reflect the results
      of
      the issuance of the Notes and Certificates in accordance with generally accepted
      accounting principles and also disclose that the assets of the Depositor are
      not
      available to pay creditors of the Seller or any other Affiliate of the
      Seller.

     

    SECTION
      5.05.  Indemnification.  The
      Seller shall indemnify the Depositor for any liability as a result of the
      failure of a Receivable to be originated in compliance with all requirements
      of
      law and for any breach of any of its representations and warranties contained
      herein, other than the representations and warranties made pursuant to
Section 3.02(b) for which the sole remedy shall be provided by
Section 6.02; provided, however, that the Seller shall
      indemnify the Depositor for any liability arising from a breach of
Section 3.02(b)(ii), (iii) and (xxv).  These
      indemnity obligations shall be in addition to any other obligation that the
      Seller may otherwise have.

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

       

    

    SECTION
      5.06.  Regulation
      AB
      Compliance.  The Seller shall provide to the Depositor such
      information and disclosure regarding the Seller and the Receivables as is
      required to enable the Depositor to comply with all of its obligations under
      Regulation AB under the Securities Act of 1933 and the Securities Exchange
      Act
      of 1934.  

     

    ARTICLE
      VI

     

    MISCELLANEOUS
      PROVISIONS

     

    SECTION
      6.01.  Obligations
      of
      Seller.  The obligations of the Seller under this Agreement
      shall not be affected by reason of any invalidity, illegality or irregularity
      of
      any Receivable.

     

    SECTION
      6.02.  Repurchase
      Events.  

     

    (a)             The
      Seller hereby covenants and agrees with the Depositor for the benefit of the
      Depositor, the Indenture Trustee, the Noteholders, the Owner Trustee and the
      Certificateholder that the occurrence of a breach of any of the Seller's
      representations and warranties contained in Section 3.02(b) (other
      than the representation and warranty contained in
Section 3.02(b)(xxv)) in respect of a Receivable shall constitute an
      event obligating the Seller to repurchase such Receivable (each, a "Repurchase
      Event"), at the Purchase Amount from the Depositor or from the Issuing
      Entity.

     

    (b)  These
      repurchase obligations of the
      Seller shall constitute the sole remedies to the Depositor, the Indenture
      Trustee, the Noteholders, the Owner Trustee and the Certificateholder against
      the Seller with respect to any Repurchase Event.

     

    (c)  The
      terms and conditions of the
      Depositor's rights and obligations to enforce its right of repurchase pursuant
      to this Section 6.02 shall be governed by Section 3.02 of the Sale and
      Servicing Agreement.

     

    SECTION
      6.03.  Depositor
      Assignment of Repurchased
      Receivables.  With respect to all Receivables repurchased
      by the Seller pursuant to this Agreement, the Depositor shall assign, without
      recourse, representation or warranty, to the Seller all the Depositor's right,
      title and interest in and to such Receivables, and all security and documents
      relating thereto.

     

    SECTION
      6.04.  Issuing
      Entity.  The Seller acknowledges and agrees that (a) the
      Depositor will, pursuant to the Sale and Servicing Agreement, sell the
      Receivables to the Issuing Entity and assign its rights under this Agreement
      to
      the Issuing Entity, (b) the Issuing Entity will, pursuant to the Indenture,
      assign such Receivables and such rights to the Indenture Trustee and (c) the
      representations and warranties contained in this Agreement and the rights of
      the
      Depositor under this Agreement, including Section 6.02, are intended
      to benefit the Issuing Entity, the Certificateholder and the Noteholders (and
      may be enforced directly by the Indenture Trustee on behalf of the Noteholders
      and by the Owner Trustee on behalf of the Issuing Entity or the
      Certificateholder).  The Seller hereby consents to all such sales and
      assignments.

     

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

     

    SECTION
      6.05.  Amendment.  This
      Agreement may be amended from time to time, with prior written notice to the
      Rating Agencies, by a written amendment duly executed and delivered by the
      Seller and the Depositor, without the consent of the Noteholders or 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 Noteholders or Certificateholder;
      provided that such amendment will not, as expressed in an Opinion of Counsel,
      materially and adversely affect the interest of any Noteholder or the
      Certificateholder or the federal tax characterization of the
      Notes.  This Agreement may also be amended by the Seller and the
      Depositor, with prior written notice to the Rating Agencies, with the consent
      of
      the Noteholders evidencing a majority in the Outstanding Principal Amount of
      the
      Notes 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 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, any
      payment by Seller hereunder or collections of payments on Receivables or
      distributions that are required to be made for the benefit of Noteholders or
      the
      Certificateholder or (ii) reduce the aforesaid percentage of the Notes and
      the
      Certificate which are required to consent to any such amendment, without the
      consent of the holders of all the outstanding Notes and the holder of the
      Certificate.

     

    SECTION
      6.06.  Waivers.  No
      failure or delay on the part of the Depositor in exercising any power, right
      or
      remedy under this Agreement or the Assignment shall operate as a waiver thereof,
      nor shall any single or partial exercise of any such power, right or remedy
      preclude any other or further exercise thereof or the exercise of any other
      power, right or remedy.

     

    SECTION
      6.07.  Notices.  All
      demands, notices and communications under this Agreement shall be in writing,
      personally delivered or mailed by certified mail, return receipt requested,
      and
      shall be deemed to have been duly given upon receipt (a) in the case of the
      Seller, to Caterpillar Financial Services Corporation, 2120 West End Avenue,
      Nashville, TN 37203-0001, (615) 341-1000; (b) in the case of the Depositor,
      to
      Caterpillar Financial Funding Corporation, 4040 S. Eastern Avenue, Suite 344,
      Las Vegas, Nevada 89119 (702) 735-2514; (c) in the case of Moody's, to
      Moody's Investors Service, Inc., ABS Monitoring Department, 99 Church Street,
      New York, New York 10007; and (d) in the case of Standard & Poor's, to
      Standard & Poor's Ratings Services, 55 Water Street, 40th Floor, New York,
      New York 10004, Attention of Asset Backed Surveillance Department; or as to
      each
      of the foregoing, at such other address as shall be designated by written notice
      to the other parties.

     

    SECTION
      6.08.  Costs
      and
      Expenses.  The Seller will pay all expenses incident to the
      performance of its obligations under this Agreement, and the Seller agrees
      to
      pay all reasonable out-of-pocket costs and expenses of the Depositor, excluding
      fees and expenses of counsel, in connection with the perfection as against
      third
      parties of the Depositor's right, title and interest in and to the Receivables
      and the enforcement of any obligation of the Seller hereunder.

     

     

    
      
         

      

      
        18

        
          

        

      

      
         

      

    

     

    SECTION
      6.09.  Representations
      of Seller and
      Depositor.  The respective agreements, representations,
      warranties and other statements by the Seller and the Depositor set forth in
      or
      made pursuant to this Agreement shall remain in full force and effect and will
      survive the closing under Section 2.04.

     

    SECTION
      6.10.  Confidential
      Information.  The Depositor agrees that it will neither use
      nor disclose to any Person the names and addresses of the Obligors, except
      in
      connection with the enforcement of the Depositor's rights hereunder, under
      the
      Receivables, under the Sale and Servicing Agreement or any other Basic Document
      or as required by any of the foregoing or by law.

     

    SECTION
      6.11.  Headings
      .  The
      various headings in this Agreement are included for convenience only and shall
      not affect the meaning or interpretation of any provision of this
      Agreement.  

     

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

     

    SECTION
      6.13.  Counterparts.  This
      Agreement may be executed in two or more counterparts and by different parties
      on separate counterparts, each of which shall be an original, but all of which
      together shall constitute one and the same instrument.

     

    [Signature
      Page Follows]

     

     

    
      
         

      

      
        19

        
          

        

      

      
         

      

    

     

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

     

    CATERPILLAR
      FINANCIAL FUNDING CORPORATION, as Depositor

    


    


    


    By:
      /s/ David A.
      Kacynski                                                                                     

    Name: David
      A.
      Kacynski

    Title: Treasurer

    


     

    CATERPILLAR
      FINANCIAL SERVICES

    CORPORATION,
      as Seller

    


    


    


    By:
      /s/ James A.
      Duensing                                                                                     

    Name: James
      A.
      Duensing

    Title: 
Executive
      Vice President
      and Chief Financial Officer

    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    SCHEDULE
      A


     

    SCHEDULE
      OF
      RECEIVABLES

     

    


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
         

      

      
        A-1

        
          

        

      

      
         

      

    

     

     

    EXHIBIT
      A

     

    ASSIGNMENT
      OF RECEIVABLES

     

    September
      27, 2007

     

    For
      value received, in accordance with the Purchase Agreement, dated as of September
      1, 2007 (the "Purchase Agreement"), between the undersigned, as seller, and
      Caterpillar Financial Funding Corporation, as purchaser (the "Depositor"),
      the
      undersigned does hereby sell, assign, transfer and otherwise convey unto the
      Depositor, without recourse, (i) all right, title and interest of the
      undersigned in and to the Receivables, and all monies (including accrued
      interest) due thereunder on and after the Cut-off Date; (ii) the interests
      of the undersigned in the security interests in the Transaction Equipment
      granted by Obligors pursuant to the Receivables and any other interest of the
      undersigned in such Transaction Equipment, including any Liquidation Proceeds;
      (iii) the interest and rights of the undersigned in 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; (iv) the interest of the undersigned in any
      proceeds from recourse to, or other payment by, Dealers on Receivables; and
      (v) the proceeds of any and all of the foregoing.

     

    This
      Assignment is made pursuant to and upon the representations, warranties and
      agreements on the part of the undersigned contained in the Purchase Agreement
      and is to be governed by the Purchase Agreement.

     

    Capitalized
      terms used herein and not otherwise defined shall have the meaning assigned
      to
      them in the Purchase Agreement.

     

    IN
      WITNESS WHEREOF, the undersigned has caused this Assignment to be duly executed
      as of the date first set forth above.

     

    CATERPILLAR
      FINANCIAL SERVICES

    CORPORATION

    


    


    By:           _________________________________

    Name:

    Title: