Gaterpillar Financial Asset Trust 1997-A is a special purpose vehicle. The collateral (i.e., assets) for the trust is a pool of fixed-rate retail installment sales contracts that are secured by new and used machinery manufactured primarily by Gaterpillar Inc. The retail installment sales contracts were originated by the Caterpillar Financial Funding Corporation, a whollyowned subsidiary of Caterpillar Financial Services Corporation. Caterpillar Financial Services Corporation is a wholly-owned subsidiary of Caterpillar Inc. The prospectus for the trust states that:
"THE NOTES REPRESENT OBLIGATIONS OF THE ISSUER ONLY AND DO NOT REPRESENT OBLIGATIONS OF OR INTERESTS IN CATERPILLAR FINANCIAL FUNDING CORPORATION, CATERPILLAR FINANCIAL SERVICES CORPORATION, CATERPILLAR INC. OR ANY OF THEIR RESPECTIVE AFFILIATES."
The servicer of the retail installment sales contracts is Caterpillar Financial Services Corporation, a wholly-owned finance subsidiary of Gaterpillar Inc. and is referred to as the servicer in the prospectus. For servicing the collateral, Caterpillar Financial Services Corporation receives a servicing fee of 100 basis points of the outstanding loan balance.
The securities were issued on May 19, 1997 and had a par value of $$\$ 337,970,000$$. In the prospectus the securities are referred to as "asset-backed notes." There were four rated bond classes:
$$
\begin{array}{lr}
\text { Bond Class } & \text { Par Value (\$) } \\
\hline \text { Class A-1 } & 88,000,000 \\
\text { Class A-2 } & 128,000,000 \\
\text { Class A-3 } & 108,100,000 \\
\text { Class B } & 13,870,000 \\
\hline
\end{array}
$$
A. In the prospectus, the term "Seller" is used. Who in this transaction would be the "Seller" and why?
B. In the prospectus, the term "Issuer" is used. Who in this transaction would be the "Issuer" and why?
C. Despite not having the waterfall for this structure, which bond classes do you think are the senior bonds?
D. Despite not having the waterfall for this structure, which bond classes do you think are the subordinate bonds?
E. Despite not having the waterfall for this structure, explain why there appears to be credit and prepayment tranching in this structure?