Common use of Conditions to the Obligations of the Underwriters Clause in Contracts

Conditions to the Obligations of the Underwriters. The obligation of the several Underwriters to purchase and pay for the Notes will be subject to the accuracy of the representations and warranties on the part of the Bank herein on the date hereof and as of the Closing Date, to the accuracy of the statements of officers of the Bank made pursuant to the provisions hereof, to the performance by the Bank of its obligations hereunder and to the following additional conditions precedent: (a) On or prior to the date hereof, the Representative shall have received a letter (a "Procedures Letter"), dated the date of this Agreement of each of Price Waterhouse LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP verifying the accuracy of such financial and statistical data contained in the Prospectus as the Representative shall deem reasonably advisable. In addition, if any amendment or supplement to the Prospectus made after the date hereof contains financial or statistical data, the Representative shall have received a letter dated the Closing Date confirming each Procedures Letter and providing additional comfort on such new data. (b) The Prospectus Supplement shall have been filed in the manner and within the time period required by Rule 424(b) of the Rules and Regulations; and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Bank, Chase or The Chase Manhattan Corporation which, in the reasonable judgment of the Representative, materially impairs the investment quality of the Notes or makes it impractical to market the Notes; (ii) any suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Bank, Chase or The Chase Manhattan Corporation on any exchange or in the over-the-counter market by such exchange or over-the-counter market or by the Commission; (iii) any banking moratorium declared by federal or New York authorities; or (iv) any outbreak or material escalation of major hostilities or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representative, the effect of any such outbreak, escalation, calamity or emergency on the United States financial markets makes it impracticable or inadvisable to proceed with completion of the sale of and any payment for the Notes. (d) The Representative shall have received opinions, dated the Closing Date and reasonably satisfactory, when taken together, in form and substance to the Representative, of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the Bank, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, and such other counsel otherwise reasonably acceptable to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (e) The Representative shall have received an opinion or opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the Bank, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to certain matters relating to the transfers of the Receivables from the Bank to the Trust and with respect to a grant of a security interest in the Receivables to the Indenture Trustee, and an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, with respect to the perfection of the Trust's and the Indenture Trustee's interests in the Receivables. (f) The Representative shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Underwriters, such opinion or opinions, dated the Closing Date (g) The Representative shall have received an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special tax counsel to the Bank, dated the Closing Date and reasonably satisfactory in form and to the effect (a) that under current law the Notes will be characterized as debt, and the Trust will not be characterized as an association (or a publicly traded partnership) taxable as a corporation for United States federal income tax purposes and (b) that, subject to the qualifications set forth therein, the discussion set forth in the Prospectus Supplement under the caption "Certain Federal Income Tax Consequences" is an accurate summary of the United States federal income tax matters described therein. (h) The Representative shall have received an opinion of ▇▇▇▇▇▇ & Whitney LLP, counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the transactions contemplated by this Agreement. In rendering such opinions, counsel to the Indenture Trustee may rely on the opinion of the office of the general counsel to the Indenture Trustee. (i) The Representative shall have received an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Owner Trustee, and such other counsel reasonably satisfactory to the Representative and its counsel, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (j) The Class A-1 Notes shall have been rated "A-1+" by Standard & Poor's, P-1 by ▇▇▇▇▇'▇ and "F-1+" by Fitch. The Class A-2 Notes, Class A-3 Notes and Class A-4 Notes shall have been rated "AAA" by Standard & Poor's, Aaa by ▇▇▇▇▇'▇ and "AAA" by Fitch. The Certificates shall have been rated "A+" by Standard & Poor's, A2 by ▇▇▇▇▇'▇ and "A+" and by Fitch. (k) The Representative shall have received a certificate, dated the Closing Date, of an attorney-in-fact, a Vice President or more senior officer of the Bank in which such person, to the best of his or her knowledge after reasonable investigation, shall state that (i) the representations and warranties of the Bank in this Agreement are true and correct in all material respects on and as of the Closing Date, (ii) the Bank has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, (iii) the representations and warranties of the Bank, as Seller and Servicer, in the Sale and Servicing Agreement and, as Depositor, in the Trust Agreement, are true and correct as of the dates specified in the Sale and Servicing Agreement and the Trust Agreement, (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are threatened by the Commission, (v) subsequent to the date of the Prospectus, there has been no material adverse change in the financial position or results of operation of the Bank's automotive finance business except as set forth in or contemplated by the Prospectus or as described in such certificate and (vi) the Prospectus does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. (l) On the Closing Date, $30,620,164.79 aggregate amount of Certificates shall have been issued and sold pursuant to the Certificate Underwriting Agreement. The Bank will furnish the Representative, or cause the Representative to be furnished, with such number of conformed copies of such opinions, certificates, letters and documents as the Representative reasonably requests.

Conditions to the Obligations of the Underwriters. The obligation obligations of the several Underwriters to purchase and pay for the Notes will Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Bank Company, KACALP and the Adviser contained herein on the date hereof and as of the Execution Time and the Closing Date, to the accuracy of the statements of officers of the Bank Company made in any certificates pursuant to the provisions hereof, to the performance by the Bank Company, KACALP or the Adviser of its obligations hereunder and to the following additional conditions precedentconditions: (a) On If the Registration Statement has not become effective prior to the Execution Time, unless the Underwriters agree in writing to a later time, the Registration Statement will become effective not later than (i) 6:00 PM New York City time on the date of determination of the total public offering price, if such determination occurred at or prior to 3:00 PM New York City time on such date or (ii) 9:30 AM on the date hereofBusiness Day following the day on which the total public offering price was determined, if such determination occurred after 3:00 PM New York City time on such date; if filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 497, the Representative shall have received a letter (a "Procedures Letter")Prospectus, dated the date of this Agreement of each of Price Waterhouse LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP verifying the accuracy of any such financial and statistical data contained in the Prospectus as the Representative shall deem reasonably advisable. In additionsupplement, if any amendment or supplement to the Prospectus made after the date hereof contains financial or statistical data, the Representative shall have received a letter dated the Closing Date confirming each Procedures Letter and providing additional comfort on such new data. (b) The Prospectus Supplement shall have been will be filed in the manner and within the time period required by Rule 424(b) of the Rules and Regulations497; and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement or order pursuant to Section 8(e) of the 1940 Act shall have been issued and no proceedings for that purpose shall have been instituted or threatened, and any request of the Commission for additional information (to be included in the Registration Statement or Prospectus or otherwise) shall have been complied with in all material respects. (cb) Subsequent The Company shall have requested and caused P▇▇▇, H▇▇▇▇▇▇▇, J▇▇▇▇▇▇▇ & W▇▇▇▇▇ LLP, counsel for the Company, to have furnished to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Bank, Chase or The Chase Manhattan Corporation which, in the reasonable judgment of the Representative, materially impairs the investment quality of the Notes or makes it impractical to market the Notes; (ii) any suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Bank, Chase or The Chase Manhattan Corporation on any exchange or in the over-the-counter market by such exchange or over-the-counter market or by the Commission; (iii) any banking moratorium declared by federal or New York authorities; or (iv) any outbreak or material escalation of major hostilities or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representative, the effect of any such outbreak, escalation, calamity or emergency on the United States financial markets makes it impracticable or inadvisable to proceed with completion of the sale of and any payment for the Notes. (d) The Representative shall have received opinionsUnderwriters their opinion, dated the Closing Date and reasonably satisfactoryaddressed to you, when taken togetheras Underwriters, which opinion shall be substantially similar to those opinions delivered on or about April 12, 2005, in form and substance connection with the public offering of shares of preferred stock of the Company. As to the Representativematters of Maryland law, of P▇▇▇, H▇▇▇▇▇▇▇, J▇▇▇▇▇▇▇ & W▇▇▇▇▇ LLP may rely on the opinion of V▇▇▇▇▇▇ LLP. (c) You shall have received on the Closing Date an opinion of V▇▇▇▇▇▇ LLP, Maryland counsel to the Company, dated the Closing Date and addressed to you, as Underwriters, which opinion shall be substantially similar to those opinions delivered on or about April 12, 2005, in connection with the public offering of shares of preferred stock of the Company. (d) You shall have received on the Closing Date an opinion of D▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special Esq., General Counsel for the Adviser and KACALP, dated the Closing Date and addressed to you, as Underwriters, which opinion shall be substantially similar to those opinions delivered on or about April 12, 2005, in connection with the public offering of shares of preferred stock of the Company. (e) The Underwriters shall have received on the Closing Date an opinion of [ ], counsel for the Underwriters, dated the Closing Date and addressed to the BankUnderwriters, ▇▇▇▇▇▇▇▇with respect to the issuance and sale of the Securities, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Underwriters may reasonably require. In rendering such opinion, [ ] (A) may state that they express no opinion as to the laws of any jurisdiction other than the laws of the State of [New York], the laws of the State of Maryland and the federal laws of the United States of America, (B) may rely as to matters involving the laws of the State of Maryland upon the opinion of V▇▇▇▇▇▇ & FingerLLP referred to in paragraph (c) of this Section 7 and (C) may rely, special counsel as to matters of fact, upon the Trustrepresentations and warranties made by the Company, and such other counsel otherwise reasonably acceptable to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (e) The Representative shall have received an opinion or opinions of ▇▇K▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇and the Adviser herein and on certificates and written statements of officers and employees of and accountants for the Company, special counsel KACALP and the Adviser and of public officials. Except as otherwise specifically provided herein, when giving their opinions to their “knowledge”, [ ] have relied solely upon an inquiry of the attorneys of that firm who have worked on matters for the Company, on certificates or written statements of officers of the Company and, where appropriate, a review of the Registration Statement, the Disclosure Package, the Prospectus, exhibits to the BankRegistration Statement, dated the Closing Date Charter and satisfactory in form and substance to the Representative, with respect to certain matters relating to the transfers Bylaws of the Receivables from the Bank to the Trust Company and with respect to a grant of a security interest in the Receivables to the Indenture Trustee, and an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, with respect to the perfection review of the Trust's minute books of the Company and the Indenture Trustee's interests in the Receivableshave made no other investigation or inquiry. (f) The Representative Each of the Company, KACALP and the Adviser shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel furnished to the UnderwritersUnderwriters a certificate, such opinion or opinions, dated signed by the Closing Date (g) The Representative shall have received an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special tax counsel to the Bank, dated the Closing Date and reasonably satisfactory in form and to the effect (a) that under current law the Notes will be characterized as debt, Chief Executive Officer and the Trust will not be characterized as an association (principal financial or a publicly traded partnership) taxable as a corporation for United States federal income tax purposes and (b) that, subject to the qualifications set forth therein, the discussion set forth in the Prospectus Supplement under the caption "Certain Federal Income Tax Consequences" is an accurate summary accounting officer of each of the United States federal income tax matters described therein. (h) The Representative shall have received an opinion of ▇▇▇▇▇▇ & Whitney LLPCompany, counsel to KACALP and by the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the transactions contemplated by this Agreement. In rendering such opinions, counsel to the Indenture Trustee may rely on the opinion manager of the office of Adviser, as the general counsel to the Indenture Trustee. (i) The Representative shall have received an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Owner Trustee, and such other counsel reasonably satisfactory to the Representative and its counsel, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (j) The Class A-1 Notes shall have been rated "A-1+" by Standard & Poor's, P-1 by ▇▇▇▇▇'▇ and "F-1+" by Fitch. The Class A-2 Notes, Class A-3 Notes and Class A-4 Notes shall have been rated "AAA" by Standard & Poor's, Aaa by ▇▇▇▇▇'▇ and "AAA" by Fitch. The Certificates shall have been rated "A+" by Standard & Poor's, A2 by ▇▇▇▇▇'▇ and "A+" and by Fitch. (k) The Representative shall have received a certificatecase may be, dated the Closing Date, of an attorney-in-fact, a Vice President or more senior officer of the Bank in which such person, to the best effect that the signers of his such certificate have carefully examined the Registration Statement, the Disclosure Package, the Prospectus, any supplements or her knowledge after reasonable investigation, shall state that amendments to the Prospectus and this Agreement and that: (i) the The representations and warranties of the Bank Company, KACALP and the Adviser in this Agreement are true and correct in all material respects on and as of the Closing DateDate with the same effect as if made on the Closing Date and the Company, (ii) KACALP and the Bank has Adviser have complied with all the agreements and satisfied all the conditions on its part that are respectively required to be performed or satisfied hereunder by them at or prior to the Closing Date, ; (iiiii) the representations and warranties of the Bank, as Seller and Servicer, in the Sale and Servicing Agreement and, as Depositor, in the Trust Agreement, are true and correct as of the dates specified in the Sale and Servicing Agreement and the Trust Agreement, (iv) no No stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted by the Commission or, to the knowledge of the Company, KACALP or are the Adviser, threatened by the Commission, ; and (viii) subsequent to Since the date of the Prospectusmost recent financial statements included or incorporated in the Prospectus (with respect to the certificate of the Company) and since the date of the Prospectus (with respect to the certificate of the Adviser and KACALP), there has been no material adverse change Material Adverse Effect. (g) The Company shall have requested and caused PricewaterhouseCoopers LLP to have furnished to the Underwriters, at the Execution Time and at the Closing Date, letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance heretofore approved by the Underwriters. (h) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the Disclosure Package (exclusive of any supplement thereto) and the Prospectus (exclusive of any supplement thereto), there shall not have been (i) any material change specified in the letter referred to in paragraph (g) of this Section 7 delivered on the Closing Date from the letter delivered at the Execution Time or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial position or results of operation otherwise), earnings, business or properties of the Bank's automotive finance business Company, KACALP and the Adviser, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Underwriters, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Prospectus or as described in such certificate Registration Statement (exclusive of any amendment thereof), the Disclosure Package (exclusive of any supplement thereto) and (vi) the Prospectus does not contain (exclusive of any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleadingsupplement thereto). (li) On The Company shall have furnished to the Underwriters a report showing compliance with the asset coverage requirements of the 1940 Act and the 1940 Act ARP Shares Asset Coverage (as defined in the Registration Statement), dated the Closing Date and in form and substance satisfactory to the Underwriters. Such report shall assume the receipt of the net proceeds from the sale of the Securities and may use portfolio holdings and valuations as of the close of business of any day not more than six business days preceding the Closing Date, $30,620,164.79 aggregate amount provided, however, that the Company represents in such report that its total net assets as of Certificates the Closing Date have not declined by 5% or more from such valuation date. (j) The Company shall have been issued delivered and sold pursuant the Underwriters shall have received evidence satisfactory to it that the Securities are rated at least [ ] by M▇▇▇▇’▇ Investors Service, Inc. and [ ] by Fitch Ratings, Inc., as of the Closing Date, and subsequent to the Certificate Underwriting execution and delivery of this Agreement. The Bank will furnish , (i) no downgrading shall have occurred in the Representative, rating accorded the Securities by any “nationally recognized statistical rating organization” as that term is defined by the Commission for purposes of Rule 436(g)(2) of the 1933 Act Rules and Regulations and (ii) no such organization shall have publicly announced that it has under surveillance or cause the Representative to be furnishedreview, with possible negative implications, its rating of the Securities; (k) Prior to the Closing Date, the Company, KACALP and the Adviser shall have furnished to the Underwriters such number of conformed copies of such opinionsfurther information, certificates, letters certificates and documents as the Representative Underwriters may reasonably requestsrequest. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Underwriters and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Underwriters. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 7 shall be delivered at the office of [ ] counsel for the Underwriters, at [ ], on the Closing Date.

Conditions to the Obligations of the Underwriters. The obligation obligations ------------------------------------------------- of the several Underwriters to purchase and pay for the Notes will Securities shall be subject to the accuracy of the representations and warranties on the part of the Bank Company contained herein on the date hereof and as of the Execution Time and the Closing Date, to the accuracy of the statements of officers of the Bank Company made in any certificates pursuant to the provisions hereof, to the performance by the Bank Company of its obligations hereunder and to the following additional conditions precedentconditions: (a) On If the Registration Statement has not become effective prior to the Execution Time, unless the Representatives agree in writing to a later time, the Registration Statement will become effective not later than (i) 6:00 PM New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 PM New York City time on such date or (ii) 9:30 AM on the date hereofBusiness Day following the day on which the public offering price was determined, if such determination occurred after 3:00 PM New York City time on such date; if filing of the Final Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Representative shall have received a letter (a "Procedures Letter")Final Prospectus, dated the date of this Agreement of each of Price Waterhouse LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP verifying the accuracy of any such financial and statistical data contained in the Prospectus as the Representative shall deem reasonably advisable. In additionsupplement, if any amendment or supplement to the Prospectus made after the date hereof contains financial or statistical data, the Representative shall have received a letter dated the Closing Date confirming each Procedures Letter and providing additional comfort on such new data. (b) The Prospectus Supplement shall have been will be filed in the manner and within the time period required by Rule 424(b) of the Rules and Regulations); and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the Company's knowledge, threatened. (b) The Company shall have requested and caused Skadden, Arps, Slate, Meagher & Flom, LLP, counsel for the Company, to have furnished to ▇▇▇ ▇epr▇▇▇▇tatives their opinion and letter, in each case dated the Closing Date and addressed to the Representatives, in the forms of Exhibit A and Exhibit B, respectively. In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the state of New York, the General Corporation Law of Delaware or threatenedthe Federal laws of the United States, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriters; and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. Such opinion may contain customary assumptions, exceptions, limitations, qualifications and comments. In addition, such opinion may contain statements to the effect that: (A) such counsel is expressing no opinion regarding, nor is such counsel predicting or guaranteeing, the outcome of any tobacco-related product liability case, and (B) such counsel is expressing no opinion regarding the effect of the outcome, whether financial or otherwise, of any tobacco-related product liability case on the Company. References to the Final Prospectus in this paragraph (b) include any supplements thereto at the Closing Date. (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Bank, Chase or The Chase Manhattan Corporation which, in the reasonable judgment of the Representative, materially impairs the investment quality of the Notes or makes it impractical to market the Notes; (ii) any suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Bank, Chase or The Chase Manhattan Corporation on any exchange or in the over-the-counter market by such exchange or over-the-counter market or by the Commission; (iii) any banking moratorium declared by federal or New York authorities; or (iv) any outbreak or material escalation of major hostilities or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representative, the effect of any such outbreak, escalation, calamity or emergency on the United States financial markets makes it impracticable or inadvisable to proceed with completion of the sale of and any payment for the Notes. (d) The Representative Company shall have received opinionsrequested and caused Gary W. Garson, general counsel for Loews Corporation, to have fu▇▇▇▇▇▇▇ ▇▇▇ ▇▇inion, dated the Closing Date and reasonably satisfactory, when taken together, in form and substance addressed to the RepresentativeRepresentatives in the form of Exhibit C. (d) The Company shall have requested and caused Ronald S. Milstein, of general counsel for Lorillard Tobacco Company, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the Bank, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, and such other counsel otherwise reasonably acceptable to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (e) The Representative shall have received an opinion or opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the Bankd his opinion, dated the Closing Date and satisfactory in form and substance addressed to the Representative, with respect to certain matters relating to the transfers of the Receivables from the Bank to the Trust and with respect to a grant of a security interest Representatives in the Receivables to the Indenture Trustee, and an opinion form of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, with respect to the perfection of the Trust's and the Indenture Trustee's interests in the Receivables.Exhibit D. (fe) The Representative Representatives shall have received from ▇▇▇▇▇▇Cravath, ▇▇▇▇ Swaine & ▇▇▇▇▇▇▇▇ Moore LLP, counsel to for the Underwriters, such opinion or opinions, dated the Closing Date (g) The Representative shall have received an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special tax counsel to the Bank, dated ed the Closing Date and reasonably satisfactory in form and addressed to the effect (a) that under current law the Notes will be characterized as debt, and the Trust will not be characterized as an association (or a publicly traded partnership) taxable as a corporation for United States federal income tax purposes and (b) that, subject to the qualifications set forth therein, the discussion set forth in the Prospectus Supplement under the caption "Certain Federal Income Tax Consequences" is an accurate summary of the United States federal income tax matters described therein. (h) The Representative shall have received an opinion of ▇▇▇▇▇▇ & Whitney LLP, counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the RepresentativeRepresentatives, with respect to such the issuance and sale of the Securities, the Indenture, the Registration Statement, the Final Prospectus (together with any supplement thereto) and other related matters as are customary the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the transactions contemplated by this Agreement. In rendering purpose of enabling them to pass upon such opinions, counsel to the Indenture Trustee may rely on the opinion of the office of the general counsel to the Indenture Trusteematters. (if) The Representative Company shall have received an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel furnished to the Owner TrusteeRepresentatives a certificate of the Company, signed by the Chairman of the Board or the Chief Executive Officer and such other counsel reasonably satisfactory to the Representative and its counsel, dated principal financial or accounting officer of the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (j) The Class A-1 Notes shall have been rated "A-1+" by Standard & Poor's, P-1 by ▇▇▇▇▇'▇ and "F-1+" by Fitch. The Class A-2 Notes, Class A-3 Notes and Class A-4 Notes shall have been rated "AAA" by Standard & Poor's, Aaa by ▇▇▇▇▇'▇ and "AAA" by Fitch. The Certificates shall have been rated "A+" by Standard & Poor's, A2 by ▇▇▇▇▇'▇ and "A+" and by Fitch. (k) The Representative shall have received a certificateCompany, dated the Closing Date, of an attorney-in-fact, a Vice President or more senior officer of the Bank in which such person, to the best effect that the signers of his or her knowledge after reasonable investigationsuch certificate have carefully examined the Registration Statement, shall state that the Final Prospectus, any supplements to the Final Prospectus and this Agreement and that: (i) the representations and warranties of the Bank Company in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, (ii) provided, however, that if any such representation or warranty is already -------- ------- qualified by materiality, such representation or warranty as so qualified is true and correct in all respects on and as of the Bank Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, ; (iii) the representations and warranties of the Bank, as Seller and Servicer, in the Sale and Servicing Agreement and, as Depositor, in the Trust Agreement, are true and correct as of the dates specified in the Sale and Servicing Agreement and the Trust Agreement, (ivii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are threatened by or, to the CommissionCompany's knowledge, threatened; and (viii) subsequent to since the date of the Prospectusmost recent financial statements included or incorporated by reference in the Final Prospectus (exclusive of any supplement thereto), there has been no material adverse change in the financial position or results of operation of the Bank's automotive finance business Material Adverse Effect, except as set forth in or contemplated by in the Final Prospectus or as described in such certificate and (vi) the Prospectus does not contain exclusive of any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleadingsupplement thereto). (lg) On The Company shall have requested and caused Deloitte & Touche LLP to have furnished to the Representatives, at the Execution Time and at the Closing Date, $30,620,164.79 aggregate amount letters, dated respectively as of Certificates the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representatives, confirming that they are independent accountants within the meaning of the Act and the Exchange Act and the respective applicable rules and regulations adopted by the Commission thereunder, and stating in effect that: (i) in their opinion the audited financial statements and financial statement schedules included or incorporated by reference in the Registration Statement and the Final Prospectus and reported on by them comply as to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related rules and regulations adopted by the Commission; (ii) on the basis of a reading of the minutes of the meetings of the shareholders, directors and executive and audit committees of the Company and its significant subsidiaries; and inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its subsidiaries as to transactions and events subsequent to December 31, 2003, nothing came to their attention which caused them to believe that: (1) with respect to the period subsequent to December 31, 2003, there were any changes, at a specified date not more than five days prior to the date of the letter, in the long-term debt of the Company and its subsidiaries or capital stock of the Company or decreases in the net assets or the stockholders' equity of the Company as compared with the corresponding amounts shown on the September 30, 2003 balance sheets included or incorporated by reference in the Registration Statement and the Final Prospectus, or for the period from January 1, 2004 to such specified date there were any decreases, as compared with the corresponding period in the preceding year in net income of the Company and its subsidiaries or in operating income of the Company and its subsidiaries, in each case, on either a total or per share basis, except in all instances for changes or decreases set forth in such letter, in which case the letter shall be accompanied by an explanation by the Company as to the significance thereof unless said explanation is not deemed necessary by the Representatives; and (2) the information included or incorporated by reference in the Registration Statement and Final Prospectus in response to Regulation S-K, Item 301 (Selected Financial Data), Item 302 (Supplementary Financial Information) and Item 402 (Executive Compensation) is not in conformity with the applicable disclosure requirements of Regulation S-K; (iii) they have performed certain other specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company and its subsidiaries) set forth or incorporated by reference in the Registration Statement and the Final Prospectus and in Exhibit 12 to the Registration Statement agrees with the accounting records of the Company and its subsidiaries, excluding any questions of legal interpretation. References to the Final Prospectus in this paragraph (g) include any supplement thereto at the date of the letter. (h) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Final Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (g) of this Section 6 or (ii) any change, or any development involving a prospective change, in or affecting the financial condition, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Final Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Final Prospectus (exclusive of any supplement thereto). (i) Prior to the Closing Date, the Company shall have been issued and sold pursuant furnished to the Certificate Underwriting Agreement. The Bank will furnish the RepresentativeRepresentatives such further information, or cause the Representative to be furnished, with such number of conformed copies of such opinions, certificates, letters certificates and documents as the Representative Representatives may reasonably requestsrequest. (j) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Company's debt securities by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the

Conditions to the Obligations of the Underwriters. The obligation obligations of the several Underwriters to purchase and pay for the Notes will Securities, shall be subject to the accuracy of the representations and warranties on the part of the Bank Fund and the Adviser contained herein on the date hereof and as of the Execution Time, the Closing DateDate pursuant to Section 4 hereof, to the accuracy of the statements of officers of the Bank Fund made in any certificates pursuant to the provisions hereof, to the performance by the Bank Fund or the Adviser of its obligations hereunder and to the following additional conditions precedentconditions: (a) On If the Registration Statement has not become effective prior to the Execution Time, unless the Representatives agree in writing to a later time, the Registration Statement will become effective not later than (i) 6:00 PM New York City time on the date of determination of the total public offering price, if such determination occurred at or prior to 3:00 PM New York City time on such date or (ii) 9:30 AM New York City time on the date hereofBusiness Day following the day on which the total public offering price was determined, if such determination occurred after 3:00 PM New York City time on such date; if filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 497, the Representative shall have received a letter (a "Procedures Letter")Prospectus, dated the date of this Agreement of each of Price Waterhouse LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP verifying the accuracy of any such financial and statistical data contained in the Prospectus as the Representative shall deem reasonably advisable. In additionsupplement, if any amendment or supplement to the Prospectus made after the date hereof contains financial or statistical data, the Representative shall have received a letter dated the Closing Date confirming each Procedures Letter and providing additional comfort on such new data. (b) The Prospectus Supplement shall have been will be filed in the manner and within the time period required by Rule 424(b) of the Rules and Regulations497; and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement or order pursuant to Section 8(e) of the 1940 Act shall have been issued and no proceedings for that purpose shall have been instituted or threatened, and any request of the Commission for additional information (to be included in the Registration Statement or Prospectus or otherwise) shall have been complied with in all material respects. (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Bank, Chase or The Chase Manhattan Corporation which, in the reasonable judgment of the Representative, materially impairs the investment quality of the Notes or makes it impractical to market the Notes; (ii) any suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Bank, Chase or The Chase Manhattan Corporation on any exchange or in the over-the-counter market by such exchange or over-the-counter market or by the Commission; (iii) any banking moratorium declared by federal or New York authorities; or (iv) any outbreak or material escalation of major hostilities or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representative, the effect of any such outbreak, escalation, calamity or emergency on the United States financial markets makes it impracticable or inadvisable to proceed with completion of the sale of and any payment for the Notes. (db) The Representative Fund shall have received opinionsrequested and caused Skadden, dated the Closing Date and reasonably satisfactoryArps, when taken togetherSlate, in form and substance to the Representative, of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, special counsel for the Fund, to have furnished to the Bank, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, and such other counsel otherwise reasonably acceptable to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (e) The Representative shall have received an opinion or opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the BankRepresentatives their opinion, dated the Closing Date and satisfactory in form and substance addressed to the RepresentativeRepresentatives, with respect to certain matters relating to the transfers of the Receivables from the Bank to the Trust and with respect to a grant of a security interest in the Receivables to the Indenture Trustee, and an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, with respect to the perfection of the Trust's and the Indenture Trustee's interests in the Receivables. (f) The Representative shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Underwriters, such opinion or opinions, dated the Closing Date (g) The Representative shall have received an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special tax counsel to the Bank, dated the Closing Date and reasonably satisfactory in form and to the effect (a) that under current law the Notes will be characterized as debt, and the Trust will not be characterized as an association (or a publicly traded partnership) taxable as a corporation for United States federal income tax purposes and (b) that, subject to the qualifications set forth therein, the discussion set forth in the Prospectus Supplement under the caption "Certain Federal Income Tax Consequences" is an accurate summary of the United States federal income tax matters described therein. (h) The Representative shall have received an opinion of ▇▇▇▇▇▇ & Whitney LLP, counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the transactions contemplated by this Agreement. In rendering such opinions, counsel to the Indenture Trustee may rely on the opinion of the office of the general counsel to the Indenture Trustee.: (i) The Representative shall have received an Fund has been duly formed and is in good standing as a statutory trust under the laws of the State of Delaware, with full trust power and authority to conduct its business as described in the Prospectus. The opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Owner Trustee, and such other counsel reasonably satisfactory to the Representative and its counsel, dated the Closing Date and satisfactory set forth in form and substance to the Representative, this paragraph (i) with respect to the Fund’s formation, existence and standing may be based solely upon such counsel’s review of a certificate of the Secretary of State of the State of Delaware and a telephonic confirmation from the Secretary of State of the State of Delaware. (ii) The Fund is registered with the Commission under the 1940 Act as a closed-end, non-diversified management investment company; the Fund Agreements and the provisions of the Declaration and By-laws comply in all material respects with all applicable provisions of the 1933 Act, the 1933 Act General Rules and Regulations, the 1940 Act, and the General Rules and Regulations under the 1940 Act; and the Fund has not received any notice from the Commission pursuant to Section 8(e) of the 1940 Act with respect to the 1940 Act Notification or the Registration Statement. (iii) This Agreement has been duly authorized, executed and delivered by the Fund. (iv) The Fund Agreements have been duly authorized, executed and delivered by the Fund and constitute the valid and binding agreements of the Fund, enforceable against the Fund in accordance with their terms, except as rights to indemnity and contribution may be limited by federal or state securities laws and subject to the qualification that the enforceability of the Fund’s obligations thereunder may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and by general equitable principles. (v) The issuance and sale of the Securities, the execution, delivery and performance of, and compliance by the Fund with, the Underwriting Agreement and the Fund Agreements will not (i) conflict with the Declaration or By-laws of the Fund, (ii) constitute a breach of or a default under, any agreement, indenture, lease or other instrument that is filed, or incorporated by reference, as an exhibit to the Registration Statement or (iii) violate any Applicable Law or any order known to such counsel of a governmental authority applicable to the Fund. (vi) The Fund’s authorized equity capitalization is as set forth in the Prospectus; all outstanding Shares have been duly authorized and validly issued, are fully paid and nonassessable; the Securities have been duly authorized, and, when issued and delivered to and paid for by the Underwriters pursuant to this Agreement, will be fully paid and nonassessable; the outstanding Shares are, and the Securities will be, free and clear of any preemptive rights or similar rights arising under the Delaware Statutory Trust Act or the Declaration and By-laws. (vii) To such counsel’s knowledge, other than as described or contemplated in the Registration Statement or Prospectus (or any supplement thereto), there are no legal or governmental proceedings pending or to which the Fund or any of its properties is subject that are required to be disclosed in the Registration Statement or Prospectus (or any amendment or supplement to either of them in effect as of the date hereof) which is not described as required, and there are no agreements, contracts, indentures, leases or other instruments that are required to be described in the Registration Statement or Prospectus (or any amendment or supplement to either of them in effect as of the date hereof), or to be filed as an exhibit thereto, which are not described or filed as required, as the case may be; and the statements included in the Prospectus under the heading “Description of the Shares” insofar as such statements purport to summarize certain provisions of the documents referred to therein, fairly summarize such provisions in all material respects. (viii) The statements included in the Prospectus under the heading “Taxation,” insofar as such statements purport to summarize of matters as are customary of United States federal tax law and regulations or legal conclusions with respect thereto, constitute accurate summaries of the matters described therein in all material respects. (ix) No consent, approval, authorization or other order of, or registration or filing with, any securities commission, court, regulatory body, administrative agency or other governmental body, agency, or official of the State of Delaware is required on the part of the Fund for the type valid issuance and sale of transaction the Shares to the Underwriters as contemplated by this Agreement, the execution and delivery by the Fund of this Agreement and the performance by the Fund of its obligations hereunder or the consummation of the transactions contemplated hereby by the Fund, except those as may be required under the securities or blue sky laws of the State of Delaware (as to which we express no opinion); it being understood that such counsel need not express any opinion as to any such consent, approval, authorization or other order of, or registration or filing, which may be required as a result of the involvement of any other parties to this Agreement. (jx) The Class A-1 Notes shall No (i) Governmental Approval or (ii) consent, approval, license, authorization, order or validation of, or filing, recording or registration with, any governmental authority pursuant to the 1933 Act, the 1934 Act and the 1940 Act (“Other Approvals”) is required for the valid issuance and sale of the Shares to the Underwriters or the execution, delivery and performance by the Fund of this Agreement and the Fund Agreements or consummation of the transactions contemplated hereby and thereby except such Governmental Approvals and Other Approvals as have been rated "A-1+" by Standard & Poor's, P-1 by ▇▇▇▇▇'▇ and "F-1+" by Fitch. The Class A-2 Notes, Class A-3 Notes and Class A-4 Notes shall have been rated "AAA" by Standard & Poor's, Aaa by ▇▇▇▇▇'▇ and "AAA" by Fitch. The Certificates shall have been rated "A+" by Standard & Poor's, A2 by ▇▇▇▇▇'▇ and "A+" and by Fitchobtained. (kxi) The Representative shall have received a certificateTo such counsel’s knowledge, dated except as described in the Closing DateProspectus, there is no holder of an attorney-in-fact, a Vice President or more senior officer any security of the Bank in which Fund or any other person who has the right, contractual or otherwise pursuant to any agreement filed, or incorporated by reference, as an exhibit to the Registration Statement, to cause the Fund to sell or otherwise issue to such person, or to permit such person to underwrite the best of his sale of, the Securities or her knowledge after reasonable investigation, shall state that (i) the representations and warranties right to have any securities of the Bank Fund included in this Agreement are true and correct in all material respects on and the Registration Statement or the right, as a result of the Closing Date, (ii) the Bank has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, (iii) the representations and warranties filing of the BankRegistration Statement, as Seller to require registration under the 1933 Act of any securities of the Fund; and (xii) The Registration Statement has become effective under the 1933 Act and Servicerthe Prospectus and SAI, which were filed October , 2005 pursuant to Rule 497, have been filed in the Sale manner and Servicing Agreement within the time period required by Rule 497(h) of the 1933 Act Rules and Regulations, and, as Depositorto such counsel’s knowledge, in the Trust Agreement, are true and correct as of the dates specified in the Sale and Servicing Agreement and the Trust Agreement, (iv) no stop order suspending the effectiveness of the Registration Statement or order pursuant to Section 8(e) of the 1940 Act has been issued and no proceedings for that purpose have been instituted or are threatened by the Commission. (xiii) The Registration Statement, at the time it became effective, and the Prospectus as of its date (v) subsequent or any supplement thereto in effect as of the date hereof), appeared on their face to be appropriately responsive in all material respects to the date requirements of the Prospectus, there has been no material adverse change Act and the Rules and Regulations (except that in each case such counsel need not express any view as to the financial position statements, schedules and other financial information included therein or results excluded therefrom or the exhibits to the Registration Statement). In rendering such opinion, such counsel may rely (A) as to matters involving the application of operation laws of any jurisdiction other than the State of Delaware or the Federal laws of the Bank's automotive finance business except United States, to the extent such counsel deems proper and specified in such opinion, upon the opinion of other counsel of good standing whom such counsel believes to be reliable and who are satisfactory to counsel for the Underwriters and (B) as set forth in or contemplated by to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Fund and public officials. References to the Prospectus or as described in this paragraph (b) shall also include any supplements thereto at the Closing Date. (c) The Fund shall have requested and caused Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel for the Fund, to have furnished to the Representatives a letter, dated the Closing Date and addressed to the Representatives, to the effect that no facts have come to the attention of such certificate and (vi) counsel that have led such counsel to believe that the Prospectus does not contain any Registration Statement, at the time it became effective, contained an untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading or that the Prospectus, as of its date and as of the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the circumstances in under which they were made, not misleadingmisleading (except that such counsel need not express any view as to the financial statements, schedules and other financial information included therein or excluded therefrom or the exhibits to the Registration Statement). (ld) On You shall have received on the Closing DateDate an opinion of ▇▇▇▇▇▇▇, $30,620,164.79 aggregate amount Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for the Adviser, dated the Closing Date and addressed to you, as Representatives of Certificates shall have the several Underwriters, to the effect that: (i) The Adviser is a limited liability company duly organized and validly existing in good standing under the laws of the State of New York with full limited liability company power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus (and any amendment or supplement to either of them in effect as of the date hereof). The opinion set forth in this paragraph (i) with respect to the Adviser subsisting and in good standing as a limited liability company under the laws of the State of New York may be based solely upon such counsel’s review of a certificate of the Secretary of State of the State of New York and a telephonic confirmation from the Secretary of State of the State of New York. (ii) The Adviser is duly registered under the Advisers Act as an investment adviser and is not prohibited by the Advisers Act, the 1940 Act, the Advisers Act Rules and Regulations or the 1940 Act Rules and Regulations from acting under the Advisory Agreement as contemplated by the Prospectus (or any amendment or supplement thereto in effect as of the date hereof); (iii) The Adviser has full limited liability company power and authority to enter into this Agreement and the Advisory Agreement; (iv) This Agreement has been issued duly authorized, executed and sold delivered by the Adviser; (v) The Advisory Agreement has been duly authorized, executed and delivered by the Adviser and constitutes a valid and binding agreement of the Adviser, enforceable against the Adviser in accordance with its terms except as rights to indemnity and contribution may be limited by federal or state securities laws and subject to the qualification that the enforceability of the Adviser’s obligations thereunder may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and by general equitable principles; (vi) The obligations of the Adviser under the Underwriting Agreement and the Advisory Agreement comply in all material respects with all applicable provisions of the Act, the 1940 Act, the Advisers Act, the Rules and Regulations and the Advisers Act Rules and Regulations; (vii) Neither the execution, delivery or performance of this Agreement or the Advisory Agreement by the Adviser, compliance by the Adviser with the provisions of this Agreement or the Advisory Agreement nor consummation by the Adviser of the transactions contemplated by this Agreement and the Advisory Agreement conflicts or will conflict with, or constitutes or will constitute a breach of or default under the certificate, operating agreement or other organizational documents of the Adviser or any material agreement to which the Adviser is a party, or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser under any material agreement, nor will any such action result in any violation of any applicable law; (viii) To our knowledge, there are no legal or governmental proceedings pending or threatened against the Adviser or to which the Adviser or any of its properties is subject, which are required to be described in the Registration Statement or the Prospectus (or any amendment or supplement to either of them in effect as of the date hereof) but are not described as required or which could be reasonably expected to adversely affect the ability of the Adviser to perform its obligations under this Agreement or the Advisory Agreement; (ix) No (i) Governmental Approval or (ii) consent, approval, license, authorization, order or validation of, or filing, recording or registration with, any governmental authority pursuant to the Certificate 1933 Act, the Exchange Act, the 1940 Act and the Advisers Act (“Other Approvals”) is required on the part of the Adviser for the execution, delivery and performance by it of the Underwriting Agreement. Agreement and the Investment Advisory Agreement to which it is a party or the consummation by it of the transactions contemplated by such agreements except such governmental approvals and Other Approvals as have been obtained; and (x) The Bank will furnish the RepresentativeAdviser has full limited liability company power and authority and all necessary governmental authorizations, or cause the Representative to be furnishedapprovals, with such number of conformed copies of such opinionsorders, licenses, certificates, letters franchises and documents permits of and from all governmental regulatory officials and bodies required under Applicable Law (except where the failure so to have any such authorizations, approvals, orders, licenses, certificates, franchises or permits, individually or in the aggregate, would not have a material adverse effect on the business, properties, operations or financial condition of the Adviser and its subsidiaries), to own its properties and to conduct business including specifically its business of acting as investment adviser to registered investment companies and as otherwise described in the Representative reasonably requests.Prospectus, and to p

Conditions to the Obligations of the Underwriters. The obligation obligations of the several Underwriters to purchase the Underwritten Securities and pay for the Notes will Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Bank Company and the Selling Stockholders contained herein on the date hereof and as of the Execution Time, the Closing DateDate and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of officers of the Bank Company and the Selling Stockholders made in any certificates pursuant to the provisions hereof, to the performance by the Bank Company and the Selling Stockholders of its their respective obligations hereunder and to the following additional conditions precedentconditions: (a) On or If the Registration Statement has not become effective prior to the date hereofExecution Time, unless the Representatives agree in writing to a later time, the Representative shall have received a letter (a "Procedures Letter"Registration Statement will become effective not later than 9:30 AM on the Business Day following the day on which the public offering price was determined; if filing of the Final Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), dated the date of this Agreement of each of Price Waterhouse LLP Final Prospectus, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP verifying the accuracy of any such financial and statistical data contained in the Prospectus as the Representative shall deem reasonably advisable. In additionsupplement, if any amendment or supplement to the Prospectus made after the date hereof contains financial or statistical data, the Representative shall have received a letter dated the Closing Date confirming each Procedures Letter and providing additional comfort on such new data. (b) The Prospectus Supplement shall have been will be filed in the manner and within the time period required by Rule 424(b) of the Rules and Regulations); and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (cb) Subsequent The Company shall have requested and caused Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP and [•], U.S. counsel for the Company, to have furnished to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Bank, Chase or The Chase Manhattan Corporation which, in the reasonable judgment of the Representative, materially impairs the investment quality of the Notes or makes it impractical to market the Notes; (ii) any suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Bank, Chase or The Chase Manhattan Corporation on any exchange or in the over-the-counter market by such exchange or over-the-counter market or by the Commission; (iii) any banking moratorium declared by federal or New York authorities; or (iv) any outbreak or material escalation of major hostilities or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representative, the effect of any such outbreak, escalation, calamity or emergency on the United States financial markets makes it impracticable or inadvisable to proceed with completion of the sale of and any payment for the Notes. (d) The Representative shall have received Representatives their opinions, dated the Closing Date and reasonably satisfactory, when taken togetheraddressed to the Representatives, in form the forms set forth on Annex A-1 and substance A-2, respectively, hereto. (c) The Company shall have requested and caused Payet, Rey, Cauvi Abogados, Peruvian counsel for the Company, to have furnished to the RepresentativeRepresentatives their opinion, of dated the Closing Date and addressed to the Representatives, in the form set forth on Annex B hereto. (d) The Company shall have requested and caused Lic. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ G., General Counsel of the Company, to have furnished to the Representatives his opinion, dated the Closing Date and addressed to the Representatives, in the form set forth on Annex C hereto. (e) Cerro Trading Company, Inc. and SPC Investors, L.L.C. shall have requested and caused [•], counsel for each (which may be internal counsel, external counsel or both, reasonably acceptable to the Representatives), to have furnished to the Representatives their opinions, dated the Closing Date and addressed to the Representatives, in the form set forth on Annex D hereto. (f) The ▇▇▇▇▇▇ Dodge Entities shall have requested and caused [•], counsel for the ▇▇▇▇▇▇ Dodge Entities (which may be internal counsel, external counsel or both, reasonably acceptable to the Representatives), to have furnished to the Representatives their opinions, dated the Closing Date and addressed to the Representatives, in the form set forth on Annex D hereto. (g) The Representatives shall have received from (i) Cravath, Swaine & ▇▇▇▇▇ LLP, New York counsel for the Underwriters, (ii) Estudio ▇▇▇▇ Echecopar ▇▇▇▇▇▇, special Peruvian counsel to for the BankUnderwriters, ▇▇▇and (iii) ▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, and such other counsel otherwise reasonably acceptable to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (e) The Representative shall have received an opinion or opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special S.C., Mexican counsel to for the BankUnderwriters, such opinions, dated the Closing Date and satisfactory in form and substance addressed to the Representative, with respect to certain matters relating to the transfers of the Receivables from the Bank to the Trust and with respect to a grant of a security interest in the Receivables to the Indenture Trustee, and an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the TrustRepresentatives, with respect to the perfection issuance and sale of the Trust's Securities, the Registration Statement, the Final Prospectus (together with any supplement thereto) and other related matters as the Indenture Trustee's interests in the Receivables. (f) The Representative shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Underwriters, such opinion or opinions, dated the Closing Date (g) The Representative shall have received an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special tax counsel to the Bank, dated the Closing Date and Representatives may reasonably satisfactory in form and to the effect (a) that under current law the Notes will be characterized as debtrequire, and the Trust will not be characterized Company and each Selling Stockholder shall have furnished to such counsel such documents as an association (or a publicly traded partnership) taxable as a corporation they reasonably request for United States federal income tax purposes and (b) that, subject the purpose of enabling them to the qualifications set forth therein, the discussion set forth in the Prospectus Supplement under the caption "Certain Federal Income Tax Consequences" is an accurate summary of the United States federal income tax matters described thereinpass upon such matters. (h) The Representative Company shall have received an opinion of ▇▇▇▇▇▇ & Whitney LLP, counsel furnished to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the transactions contemplated by this Agreement. In rendering such opinions, counsel to the Indenture Trustee may rely on the opinion Representatives a certificate of the office Company, signed by the Chairman of the general counsel to Board or the Indenture Trustee. (i) The Representative shall have received an opinion President and the principal financial or accounting officer of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Owner Trustee, and such other counsel reasonably satisfactory to the Representative and its counsel, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (j) The Class A-1 Notes shall have been rated "A-1+" by Standard & Poor's, P-1 by ▇▇▇▇▇'▇ and "F-1+" by Fitch. The Class A-2 Notes, Class A-3 Notes and Class A-4 Notes shall have been rated "AAA" by Standard & Poor's, Aaa by ▇▇▇▇▇'▇ and "AAA" by Fitch. The Certificates shall have been rated "A+" by Standard & Poor's, A2 by ▇▇▇▇▇'▇ and "A+" and by Fitch. (k) The Representative shall have received a certificateCompany, dated the Closing Date, of an attorney-in-fact, a Vice President or more senior officer of the Bank in which such person, to the best effect that the signers of his or her knowledge after reasonable investigationsuch certificate have carefully examined the Registration Statement, shall state that the Final Prospectus, any supplements to the Final Prospectus and this Agreement and that: (i) the representations and warranties of the Bank Company in this Agreement are true and correct in all material respects on and as of the Closing Date, (ii) Date with the Bank same effect as if made on the Closing Date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, ; (iii) the representations and warranties of the Bank, as Seller and Servicer, in the Sale and Servicing Agreement and, as Depositor, in the Trust Agreement, are true and correct as of the dates specified in the Sale and Servicing Agreement and the Trust Agreement, (ivii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are threatened by or, to the Commissionsigners’ knowledge, threatened; and (viii) subsequent to since the date of the Prospectusmost recent financial statements included or incorporated by reference in the Final Prospectus (exclusive of any supplement thereto), there has been no material adverse change effect on the condition (financial or otherwise), prospects, results of operations, business or properties of the Company and its subsidiaries considered as one enterprise, whether or not arising in the financial position or results ordinary course of operation of the Bank's automotive finance business business, except as set forth in or contemplated in the Final Prospectus (exclusive of any supplement thereto). (i) Each Selling Stockholder shall have furnished to the Representatives a certificate, signed on its behalf by (i) the Chairman of the Board, the President, any Vice President or the managing member of such Selling Stockholder and (ii) the principal financial or accounting officer of such Selling Stockholder, dated the Closing Date, to the effect that the signers of such certificate have examined the Registration Statement, the Final Prospectus, any supplement to the Final Prospectus and this Agreement and that the representations and warranties of such Selling Stockholder in this Agreement are true and correct in all material respects on and as of the Closing Date to the same effect as if made on the Closing Date. (j) The Company shall have requested and caused PricewaterhouseCoopers S.C. to have furnished to the Representatives, at the Execution Time and at the Closing Date, letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representatives, confirming that they are independent accountants within the meaning of the Act and the Exchange Act and the respective applicable rules and regulations adopted by the Commission thereunder, and stating in effect that: (i) in their opinion the audited combined consolidated financial statements and financial statement schedules included or incorporated by reference in the Registration Statement and the Final Prospectus or and reported on by them comply as described to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related rules and regulations adopted by the Commission; (ii) on the basis of a reading of the latest unaudited financial statements made available by the Company and its subsidiaries; carrying out certain specified procedures (but not an examination in accordance with generally accepted auditing standards) which would not necessarily reveal matters of significance with respect to the comments set forth in such certificate letter; a reading of the minutes of the meetings of the stockholders, directors and the executive, compensation and audit committees of the Company and its subsidiaries; and inquiries of certain officials of the Company who have responsibility for financial and accounting matters regarding the specific items for which representations are requested below nothing came to their attention which caused them to believe that: (vi1) with respect to the period subsequent to December 31, 2004, there was any change, at a specified date not more than five days prior to the date of the letter, in the long-term debt, or decrease in total assets or stockholders’ equity of the combined company as compared with the amounts shown on the December 31, 2004, combined balance sheet included in the Registration Statement and the Final Prospectus, or for the period from January 1, 2005 to such specified date there were any decreases, as compared with the corresponding period in the preceding year, in consolidated total net sales, net earnings, operating income, or basic and diluted net earnings per share, except in all instances for changes or decreases set forth in such letter, in which case the letter shall be accompanied by an explanation by the Company as to the significance thereof unless said explanation is not deemed necessary by the Representatives; (2) the information included or incorporated by reference in the Registration Statement and Final Prospectus does in response to Regulation S-K, Item 301 (Selected Financial Data), Item 302 (Supplementary Financial Information), Item 402 (Executive Compensation) is not contain in conformity with the applicable disclosure requirements of Regulation S-K; and (3) the unaudited income statement for the three-month periods ended March 31, 2005 and 2004 and balance sheet data as of March 31, 2005 and 2004 included in the Final Prospectus under the heading “Recent Developments” do not agree with the amounts set forth in the unaudited financial statements for the same periods or were not determined on a basis substantially consistent with that of the corresponding amounts in the audited financial statements included or incorporated by reference in the Registration Statement and the Final Prospectus; and (iii) they have performed certain other specified procedures, requested by the Representatives, as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company and its subsidiaries) set forth in the Registration Statement and the Final Prospectus that has previously been identified to you agrees with the accounting records of the Company and its subsidiaries, excluding any untrue statement questions of a material fact or omit legal interpretation. References to state a material fact required the Final Prospectus in this paragraph (j) include any supplement thereto at the date of the letter. (k) The Company shall have requested and caused Deloitte & Touche LLP to be stated therein or necessary in order have furnished to make the statements thereinRepresentatives, at the Execution Time and at the Closing Date, letters, dated respectively as of the Execution Time and as of the Closing Date, in light form and substance satisfactory to the Representatives, confirming that they are independent accountants within the meaning of the circumstances Act and the Exchange Act and the respective applicable rules and regulations adopted by the Commission thereunder, and stating in effect that: (i) in their opinion the audited consolidated financial statements and financial statement schedules included or incorporated by reference in the Registration Statement and the Final Prospectus and reported on by them comply as to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related rules and regulations adopted by the Commission; (ii) they have performed certain other specified procedures, requested by the Representatives, as a result of which they were madedetermined that certain information of an accounting, not misleadingfinancial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company and its subsidiaries) set forth in the Registration Statement and the Final Prospectus that has previously been identified to you agrees with the accounting records of the Company and its subsidiaries, excluding any questions of legal interpretation. References to the Final Prospectus in this paragraph (k) include any supplement thereto at the date of the letter. (l) On Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Final Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraphs (j) or (k) of this Section 6 or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, results of operations, business or properties of the Company and its subsidiaries, considered as one enterprise, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Final Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Final Prospectus (exclusive of any supplement thereto). (m) Prior to the Closing Date, $30,620,164.79 aggregate amount of Certificates the Company and the Selling Stockholders shall have been issued and sold pursuant furnished to the Certificate Underwriting Agreement. The Bank will furnish the RepresentativeRepresentatives such further information, or cause the Representative to be furnished, with such number of conformed copies of such opinions, certificates, letters certificates and documents as the Representative Representatives may reasonably requestsrequest. (n) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (o) At the Execution Time, the Company shall have furnished to the Representatives a letter substantially in the form of Exhibit A hereto from each stockholder and individual listed in Schedule IV hereto, addressed to the Representatives. (p) At the Execution Time, each Selling Stockholder shall have furnished to the Representatives a letter substantially in the form of Exhibit B hereto, addressed to the Representatives. (q) The NASD shall not have raised any objection with respect to the fairness or reasonableness of the underwriting, or other arrangements of the transactions, contemplated hereby. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation shall be given to the Company and each Selling Stockholder in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of Cravath, Swaine & ▇▇▇▇▇ LLP, counsel for the Underwriters, at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on the Closing Date.

Conditions to the Obligations of the Underwriters. The obligation obligations of the several Underwriters to purchase the Underwritten Securities and pay for the Notes will Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Bank Company and the Selling Stockholders contained herein on the date hereof and as of the Execution Time, the Closing DateDate and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of officers of the Bank Company and the Selling Stockholders made in any certificates pursuant to the provisions hereof, to the performance by the Bank Company and the Selling Stockholders of its their respective obligations hereunder and to the following additional conditions precedentconditions: (a) On or If the Registration Statement has not become effective prior to the date hereofExecution Time, unless the Representatives agree in writing to a later time, the Representative shall have received a letter (a "Procedures Letter"Registration Statement will become effective not later than 9:30 AM on the Business Day following the day on which the public offering price was determined; if filing of the Final Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), dated the date of this Agreement of each of Price Waterhouse LLP Final Prospectus, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP verifying the accuracy of any such financial and statistical data contained in the Prospectus as the Representative shall deem reasonably advisable. In additionsupplement, if any amendment or supplement to the Prospectus made after the date hereof contains financial or statistical data, the Representative shall have received a letter dated the Closing Date confirming each Procedures Letter and providing additional comfort on such new data. (b) The Prospectus Supplement shall have been will be filed in the manner and within the time period required by Rule 424(b) of the Rules and Regulations); and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (cb) Subsequent The Company shall have requested and caused Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, U.S. counsel for the Company, to have furnished to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Bank, Chase or The Chase Manhattan Corporation which, in the reasonable judgment of the Representative, materially impairs the investment quality of the Notes or makes it impractical to market the Notes; (ii) any suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Bank, Chase or The Chase Manhattan Corporation on any exchange or in the over-the-counter market by such exchange or over-the-counter market or by the Commission; (iii) any banking moratorium declared by federal or New York authorities; or (iv) any outbreak or material escalation of major hostilities or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representative, the effect of any such outbreak, escalation, calamity or emergency on the United States financial markets makes it impracticable or inadvisable to proceed with completion of the sale of and any payment for the Notes. (d) The Representative shall have received Representatives their opinions, dated the Closing Date and reasonably satisfactory, when taken togetheraddressed to the Representatives, in form the forms set forth on Annex A hereto. (c) The Company shall have requested and substance caused Payet, Rey, Cauvi Abogados, Peruvian counsel for the Company, to have furnished to the RepresentativeRepresentatives their opinion, of dated the Closing Date and addressed to the Representatives, in the form set forth on Annex B hereto. (d) The Company shall have requested and caused Lic. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇G., special counsel General Counsel of the Company, to have furnished to the Bank, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, and such other counsel otherwise reasonably acceptable to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (e) The Representative shall have received an opinion or opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the BankRepresentatives his opinion, dated the Closing Date and satisfactory in form and substance addressed to the RepresentativeRepresentatives, with respect to certain matters relating to the transfers of the Receivables from the Bank to the Trust and with respect to a grant of a security interest in the Receivables to the Indenture Trustee, and an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, with respect to the perfection of the Trust's and the Indenture Trustee's interests in the Receivablesform set forth on Annex C hereto. (fe) The Representative Cerro Trading Company, Inc. and SPC Investors, L.L.C. shall have received from requested and caused Cleary, Gottlieb, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel ▇▇▇▇ ▇. ▇▇▇▇▇, Esq., and ▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq., to have furnished to the Underwriters, such opinion or Representatives their opinions, dated the Closing DateDate and addressed to the Representatives, in the forms set forth on Annexes ▇-▇, ▇-▇ and D-3 hereto. (gf) The Representative ▇▇▇▇▇▇ Dodge Entities shall have received an opinion of requested and caused Debevoise & ▇▇▇▇▇▇▇▇ LLP, Loyens & Loeff N.V. and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & . ▇▇▇▇▇▇▇▇, special tax counsel Esq., to have furnished to the BankRepresentatives their opinions, dated the Closing Date and reasonably satisfactory in form and addressed to the effect (a) that under current law Representatives, in the Notes will be characterized as debt, and the Trust will not be characterized as an association (or a publicly traded partnership) taxable as a corporation for United States federal income tax purposes and (b) that, subject to the qualifications forms set forth thereinon Annexes E-1, the discussion set forth in the Prospectus Supplement under the caption "Certain Federal Income Tax Consequences" is an accurate summary of the United States federal income tax matters described thereinE-2 and E-3 hereto. (hg) The Representative Representatives shall have received an opinion of from (i) Cravath, Swaine & ▇▇▇▇▇ LLP, New York counsel for the Underwriters, (ii) Estudio ▇▇▇▇ Echecopar ▇▇▇▇▇▇ & Whitney LLP▇, Peruvian counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the transactions contemplated by this Agreement. In rendering such opinionsUnderwriters, counsel to the Indenture Trustee may rely on the opinion of the office of the general counsel to the Indenture Trustee. and (iiii) The Representative shall have received an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Finger▇ ▇▇▇▇▇▇▇, special S.C., Mexican counsel to for the Owner TrusteeUnderwriters, and such other counsel reasonably satisfactory to the Representative and its counselopinions, dated the Closing Date and satisfactory in form and substance addressed to the RepresentativeRepresentatives, with respect to such the issuance and sale of the Securities, the Registration Statement, the Final Prospectus (together with any supplement thereto) and other related matters as are customary the Representatives may reasonably require, and the Company and each Selling Stockholder shall have furnished to such counsel such documents as they reasonably request for the type purpose of transaction contemplated by this Agreementenabling them to pass upon such matters. (jh) The Class A-1 Notes Company shall have been rated "A-1+" furnished to the Representatives a certificate of the Company, signed by Standard & Poor's, P-1 by ▇▇▇▇▇'▇ the Chairman of the Board or the President and "F-1+" by Fitch. The Class A-2 Notes, Class A-3 Notes and Class A-4 Notes shall have been rated "AAA" by Standard & Poor's, Aaa by ▇▇▇▇▇'▇ and "AAA" by Fitch. The Certificates shall have been rated "A+" by Standard & Poor's, A2 by ▇▇▇▇▇'▇ and "A+" and by Fitch. (k) The Representative shall have received a certificatethe principal financial or accounting officer of the Company, dated the Closing Date, of an attorney-in-fact, a Vice President or more senior officer of the Bank in which such person, to the best effect that the signers of his or her knowledge after reasonable investigationsuch certificate have examined the Registration Statement, shall state that the Final Prospectus, any supplements to the Final Prospectus and this Agreement and that: (i) the representations and warranties of the Bank Company in this Agreement are true and correct in all material respects on and as of the Closing Date, (ii) Date with the Bank same effect as if made on the Closing Date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, ; (iii) the representations and warranties of the Bank, as Seller and Servicer, in the Sale and Servicing Agreement and, as Depositor, in the Trust Agreement, are true and correct as of the dates specified in the Sale and Servicing Agreement and the Trust Agreement, (ivii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are threatened by or, to the Commissionsigners’ knowledge, threatened; and (viii) subsequent to since the date of the Prospectusmost recent financial statements included or incorporated by reference in the Final Prospectus (exclusive of any supplement thereto), there has been no material adverse change effect on the condition (financial or otherwise), prospects, results of operations, business or properties of the Company and its subsidiaries considered as one enterprise, whether or not arising in the financial position or results ordinary course of operation of the Bank's automotive finance business business, except as set forth in or contemplated in the Final Prospectus (exclusive of any supplement thereto). (i) Each Selling Stockholder shall have furnished to the Representatives a certificate, signed on its behalf by an officer, director or member, dated the Closing Date, to the effect that the signer of such certificate has examined the Selling Stockholder Information included in the Registration Statement, the Final Prospectus, any supplement to the Final Prospectus and this Agreement and that the representations and warranties of such Selling Stockholder in this Agreement are true and correct in all material respects on and as of the Closing Date to the same effect as if made on the Closing Date. (j) The Company shall have requested and caused PricewaterhouseCoopers S.C. to have furnished to the Representatives, at the Execution Time and at the Closing Date, letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representatives, confirming that they are independent accountants within the meaning of the Act and the applicable rules and regulations thereunder adopted by the Commission and the Public Company Accounting Oversight Board (United States) (PCAOB), and stating in effect that: (i) in their opinion the audited combined consolidated financial statements and financial statement schedules included or incorporated by reference in the Registration Statement and the Final Prospectus or and reported on by them comply as described to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related rules and regulations adopted by the Commission; (ii) on the basis of a reading of the latest unaudited financial statements made available by the Company and its subsidiaries; carrying out certain specified procedures (but not an examination in accordance with generally accepted auditing standards) which would not necessarily reveal matters of significance with respect to the comments set forth in such certificate letter; a reading of the minutes of the meetings of the stockholders, directors and the executive, compensation and audit committees of the Company and its subsidiaries; and inquiries of certain officials of the Company who have responsibility for financial and accounting matters regarding the specific items for which representations are requested below nothing came to their attention which caused them to believe that: (vi1) with respect to the period subsequent to March 31, 2005, there was any change, at a specified date not more than five days prior to the date of the letter, in the long-term debt, or decrease in total assets or stockholders’ equity of the combined company as compared with the amounts shown on the March 31, 2005, unaudited balance sheet included or incorporated by reference in the Registration Statement and the Final Prospectus, or for the period from April 1, 2005, to such specified date there were any decreases, as compared with the corresponding period in the preceding year, in consolidated total net sales, net earnings, operating income, or basic and diluted net earnings per share, except in all instances for changes or decreases set forth in such letter, in which case the letter shall be accompanied by an explanation by the Company as to the significance thereof unless said explanation is not deemed necessary by the Representatives; and (2) the unaudited income statement for the three-month periods ended March 31, 2005 and 2004 and balance sheet data as of March 31, 2005 and 2004 included in the Final Prospectus does under the heading “Recent Developments” do not contain agree with the amounts set forth in the unaudited financial statements for the same periods or were not determined on a basis substantially consistent with that of the corresponding amounts in the audited financial statements included or incorporated by reference in the Registration Statement and the Final Prospectus; and (iii) they have performed certain other specified procedures, requested by the Representatives, as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company and its subsidiaries) set forth in the Registration Statement and the Final Prospectus that has previously been identified to you agrees with the accounting records of the Company and its subsidiaries, excluding any untrue statement questions of a material fact or omit legal interpretation. References to state a material fact required the Final Prospectus in this paragraph (j) include any supplement thereto at the date of the letter. (k) The Company shall have requested and caused Deloitte & Touche LLP to be stated therein or necessary in order have furnished to make the statements thereinRepresentatives, at the Execution Time and at the Closing Date, letters, dated respectively as of the Execution Time and as of the Closing Date, in light form and substance satisfactory to the Representatives, confirming that they are independent accountants within the meaning of the circumstances Act and the Exchange Act and the respective applicable rules and regulations adopted by the Commission thereunder, and stating in effect that: (i) in their opinion the audited consolidated financial statements and financial statement schedules included or incorporated by reference in the Registration Statement and the Final Prospectus and reported on by them comply as to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related rules and regulations adopted by the Commission; (ii) they have performed certain other specified procedures, requested by the Representatives, as a result of which they were madedetermined that certain information of an accounting, not misleadingfinancial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company and its subsidiaries) set forth in the Registration Statement and the Final Prospectus that has previously been identified to you agrees with the accounting records of the Company and its subsidiaries, excluding any questions of legal interpretation. References to the Final Prospectus in this paragraph (k) include any supplement thereto at the date of the letter. (l) On Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Final Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraphs (j) or (k) of this Section 6 or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, results of operations, business or properties of the Company and its subsidiaries, considered as one enterprise, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Final Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Final Prospectus (exclusive of any supplement thereto). (m) Prior to the Closing Date, $30,620,164.79 aggregate amount of Certificates the Company and the Selling Stockholders shall have been issued and sold pursuant furnished to the Certificate Underwriting Agreement. The Bank will furnish the RepresentativeRepresentatives such further information, or cause the Representative to be furnished, with such number of conformed copies of such opinions, certificates, letters certificates and documents as the Representative Representatives may reasonably requestsrequest. (n) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (o) At the Execution Time, the Company shall have furnished to the Representatives a letter substantially in the form of Exhibit A hereto from each stockholder and individual listed in Schedule IV hereto, addressed to the Representatives. (p) At the Execution Time, each Selling Stockholder shall have furnished to the Representatives a letter substantially in the form of Exhibit B hereto, addressed to the Representatives. (q) The NASD shall not have raised any objection with respect to the fairness or reasonableness of the underwriting, or other arrangements of the transactions, contemplated hereby. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation shall be given to the Company and each Selling Stockholder in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of Cravath, Swaine & ▇▇▇▇▇ LLP, counsel for the Underwriters, at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on the Closing Date.

Conditions to the Obligations of the Underwriters. The obligation -------------------------------------------------- obligations of the several Underwriters to purchase the Underwritten Securities and pay for the Notes will Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Bank Company contained herein on the date hereof and as of the Execution Time, the Closing DateDate and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of officers of the Bank Company made in any certificates pursuant to the provisions hereof, to the performance by the Bank Company of its obligations hereunder and to the following additional conditions precedentconditions: (a) On If the Registration Statement has not become effective prior to the Execution Time, unless the Representative agree in writing to a later time, the Registration Statement will become effective not later than (i) 6:00 PM New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 PM New York City time on such date or (ii) 12:00 Noon on the date hereofbusiness day following the day on which the public offering price was determined, if such determination occurred after 3:00 PM New York City time on such date; if filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Representative shall have received a letter (a "Procedures Letter")Prospectus, dated the date of this Agreement of each of Price Waterhouse LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP verifying the accuracy of any such financial and statistical data contained in the Prospectus as the Representative shall deem reasonably advisable. In additionsupplement, if any amendment or supplement to the Prospectus made after the date hereof contains financial or statistical data, the Representative shall have received a letter dated the Closing Date confirming each Procedures Letter and providing additional comfort on such new data. (b) The Prospectus Supplement shall have been will be filed in the manner and within the time period required by Rule 424(b) ), or if the filing of the Rules Rule 434 Term Sheet is required pursuant to Rule 434, the Rule 434 Term Sheet will be filed in the manner and Regulationswithin the time period required under Rule 434; and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (cb) Subsequent The Company shall have furnished to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly Representative the business or properties of the Bank, Chase or The Chase Manhattan Corporation which, in the reasonable judgment of the Representative, materially impairs the investment quality of the Notes or makes it impractical to market the Notes; (ii) any suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Bank, Chase or The Chase Manhattan Corporation on any exchange or in the over-the-counter market by such exchange or over-the-counter market or by the Commission; (iii) any banking moratorium declared by federal or New York authorities; or (iv) any outbreak or material escalation of major hostilities or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representative, the effect of any such outbreak, escalation, calamity or emergency on the United States financial markets makes it impracticable or inadvisable to proceed with completion of the sale of and any payment for the Notes. (d) The Representative shall have received opinions, dated the Closing Date and reasonably satisfactory, when taken together, in form and substance to the Representative, opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the Bank, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, and such other counsel otherwise reasonably acceptable to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (e) The Representative shall have received an opinion or opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the BankCompany, dated the Closing Date and satisfactory in form and substance Date, which states to the Representativeeffect that: (i) each of the Company and its subsidiaries (individually a "Subsidiary" and collectively the "Subsidiaries") has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is chartered or organized, with respect full corporate power and authority to certain matters relating own its properties and conduct its business as described in the Prospectus, and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification wherein it owns or leases material properties or conducts material business; (ii) all the outstanding shares of capital stock of each Subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Prospectus, all outstanding shares of capital stock of the Subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any perfected security interest and, to the transfers knowledge of such counsel, after due inquiry, any other security interests, claims, liens or encumbrances; (iii) the Company's authorized equity capitalization is as set forth in the Prospectus under the heading "Description of Capital Stock"; the shares of Common Stock initially issuable upon conversion of the Receivables from Securities have been duly and validly authorized and reserved for issuance upon such conversion and when issued upon conversion will be validly issued, fully paid and nonassessable; the Bank Securities and the Common Stock conform, as to legal matters, to the descriptions thereof contained in the Prospectus under the headings "Description of Debentures" and "Description of Capital Stock"; the Securities issuable upon conversion of the Securities have been approved for quotation on the Nasdaq SmallCap Market, subject to official notice of issuance and the shares of Common Stock issuable upon conversion of the Securities have been approved for quotation on the Nasdaq National Market, subject to official notice of issuance; the certificates for the Securities are in valid and sufficient form; and the holders of outstanding shares of capital stock of the Company are not entitled to preemptive or other rights to subscribe for the Securities or the Shares of Common Stock issuable upon the conversion thereof; (iv) the Indenture has been duly authorized, executed and delivered by the Company, has been duly qualified under the Trust Indenture Act, and, assuming it has been authorized, executed and delivered by the Trustee, constitutes a legal, valid and binding instrument enforceable against the Company in accordance with respect its terms (subject, as to a grant enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally from time to time in effect); and the Securities have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to this Agreement, will constitute legal, valid and binding obligations of the Company entitled to the benefits of the Indenture; (v) to the best knowledge of such counsel, there is no pending or threatened action, suit or proceeding before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries of a security interest character required to be disclosed in the Receivables Registration Statement which is not adequately disclosed in the Prospectus, and there is no franchise, contract or other document of a character required to be described in the Registration Statement or Prospectus, or to be filed as an exhibit, which is not described or filed as required; (vi) the Registration Statement has become effective under the Act; any required filing of the Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b), or if the Rule 434 Term Sheet was used, the required filing has been made in the manner and time period required by Rule 434; to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued, no proceedings for that purpose have been instituted or threatened and the Registration Statement and the Prospectus (other than the financial statements and other financial and statistical information contained therein and the Statement of Eligibility and Qualification of the Trustee on Form T-1, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act, the Exchange Act and the Trust Indenture TrusteeAct and the respective rules thereunder; and such counsel has no reason to believe that at the Effective Date the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus includes any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (vii) this Agreement has been duly authorized, executed and an delivered by the Company; (viii) no consent, approval, authorization or order of any court or governmental agency or body is required for the consummation of the transactions contemplated herein, except such as have been obtained under the Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters and such other approvals (specified in such opinion) as have been obtained; (ix) neither the execution and delivery of the Indenture, the issue and sale of the Securities, nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof will conflict with, result in a breach or violation of, or constitute a default under any law or the charter or by-laws of the Company or the terms of any indenture or other agreement or instrument known to such counsel and to which the Company or any of its subsidiaries is a party or bound or any judgement, order or decree known to such counsel to be applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Company or any of its subsidiaries; and (x) no holders of securities of the Company have rights to the registration of such securities under the Registration Statement. In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of Delaware or the United States, to the extent they deem proper and specified in such opinion, upon the opinion of ▇▇▇▇▇▇▇▇other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriters and (B) as to matters of fact, ▇▇▇▇▇▇ & Finger, special counsel to the Trustextent they deem proper, with respect on certificates of responsible officers of the Company and public officials. Reference to the perfection of Prospectus in this paragraph (b) include any supplements thereto at the Trust's and the Indenture Trustee's interests in the ReceivablesClosing Date. (fc) The Representative shall have received from ▇Cravath, Swaine & ▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to for the Underwriters, such opinion or opinions, dated the Closing Date (g) The Representative shall have received an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special tax counsel to the Bank, dated the Closing Date and reasonably satisfactory in form and to the effect (a) that under current law the Notes will be characterized as debt, and the Trust will not be characterized as an association (opinions or a publicly traded partnership) taxable as a corporation for United States federal income tax purposes and (b) that, subject to the qualifications set forth therein, the discussion set forth in the Prospectus Supplement under the caption "Certain Federal Income Tax Consequences" is an accurate summary of the United States federal income tax matters described therein. (h) The Representative shall have received an opinion of ▇▇▇▇▇▇ & Whitney LLP, counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the transactions contemplated by this Agreement. In rendering such opinions, counsel to the Indenture Trustee may rely on the opinion of the office of the general counsel to the Indenture Trustee. (i) The Representative shall have received an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Owner Trustee, and such other counsel reasonably satisfactory to the Representative and its counsel, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (j) The Class A-1 Notes shall have been rated "A-1+" by Standard & Poor's, P-1 by ▇▇▇▇▇'▇ and "F-1+" by Fitch. The Class A-2 Notes, Class A-3 Notes and Class A-4 Notes shall have been rated "AAA" by Standard & Poor's, Aaa by ▇▇▇▇▇'▇ and "AAA" by Fitch. The Certificates shall have been rated "A+" by Standard & Poor's, A2 by ▇▇▇▇▇'▇ and "A+" and by Fitch. (k) The Representative shall have received a certificateletters, dated the Closing Date, with respect to the issuance and sale of an attorney-in-factthe Securities, the Registration Statement, the Prospectus (together with any supplement thereto) and other related matters as the Representatives may reasonably require, and the Company and shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Company shall have furnished to the Representative a Vice certificate of the Company, signed by the Chairman of the Board or the President and the principal financial or more senior accounting officer of the Bank in which such personCompany, dated the Closing Date, to the best effect that the signers of his or her knowledge after reasonable investigationsuch certificate have carefully examined the Registration Statement, shall state that the Prospectus, any supplement to the Prospectus and this Agreement and that: (i) the representations and warranties of the Bank Company in this Agreement are true and correct in all material respects on and as of the Closing Date, (ii) Date with the Bank same effect as if made on the Closing Date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, ; (iii) the representations and warranties of the Bank, as Seller and Servicer, in the Sale and Servicing Agreement and, as Depositor, in the Trust Agreement, are true and correct as of the dates specified in the Sale and Servicing Agreement and the Trust Agreement, (ivii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are threatened by or, to the CommissionCompany's knowledge, threatened; and (viii) subsequent to since the date of the Prospectusmost recent financial statements included in the Prospectus (exclusive of any supplement thereto), there has been no material adverse change in the condition (financial position or results of operation other), earnings, business or properties of the Bank's automotive finance business Company and its subsidiaries, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated by in the Prospectus or as described in such certificate and (vi) the Prospectus does not contain exclusive of any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleadingsupplement thereto). (le) On At the Execution Time and at the Closing Date, $30,620,164.79 aggregate amount of Certificates ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, shall have been issued and sold pursuant furnished to the Certificate Underwriting Agreement. The Bank will furnish Representatives a letter or letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representative, confirming that they are independent accountants within the meaning of the Act and the Exchange Act and the respective applicable published rules and regulations thereunder and stating in effect that: (i) in their opinion the audited financial statements and financial statement schedules included in the Registration Statement and the Prospectus and reported on by them comply as to form in all material respects with the applicable accounting requirements of the Act, the Exchange Act and the related published rules and regulations; (ii) on the basis of a reading of the latest unaudited financial statements made available by the Company and its Subsidiaries; carrying out certain specified procedures (but not an examination in accordance with generally accepted auditing standards) which would not necessarily reveal matters of significance with respect to the comments set forth in such letter; a reading of the minutes of the meetings of the stockholders, directors and stock option and compensation committees of the Company and the Subsidiaries; and inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its subsidiaries as to transactions and events subsequent to July 30, 1995, nothing came to their attention which caused them to believe that with respect to the period subsequent to July 30, 1995, there were any changes, at a specified date not more than five business days prior to the date of the letter, in the long-term debt of the Company and its subsidiaries or cause capital stock of the Representative Company or decreases in the stockholders' equity of the Company or decreases in working capital of the Company and its subsidiaries as compared with the amounts shown on the July 30, 1995 consolidated balance sheet included in the Registration Statement and the Prospectus, or for the period from July 30, 1995 to such specified date there were any decreases, as compared with the corresponding period in the preceding fiscal year, in subsidiaries' gross profit or income before taxes or in total or per share amounts of net income of the Company and its subsidiaries, except in all instances for changes or decreases set forth in such letter, in which case the letter shall be furnishedaccompanied by an explanation by the Company as to the significance thereof unless said explanation is not deemed necessary by the Representative; (iii) they have performed certain other specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company and its subsidiaries) set forth in the Registration Statement and the Prospectus agrees with such number the accounting records of conformed copies the Company and its subsidiaries, excluding any questions of legal interpretation; and (iv) On the basis of a reading of the unaudited pro forma financial statements included in the Registration Statement and the Prospectus (the "pro forma financial statements"), carrying out certain specified procedures, inquiries of certain officials of the Company who have responsibility for financial and accounting matters, and proving the arithmetic accuracy of the application of the pro forma adjustments to the historical amounts in the pro forma financial statements, nothing came to their attention which caused them to believe that the pro forma financial statements do not comply in form in all material respects with the applicable accounting requirements of Rule 11-02 of Regulation S-X or that the pro forma adjustments have not been properly applied to the historical amounts in the compilation of such opinionsstatements. References to the Prospectus in this paragraph (e) include any supplement thereto at the date of the letter. The Representative shall have also received from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP a letter stating that the Company's system of internal accounting controls taken as a whole is sufficient to meet the broad objectives of internal accounting control insofar as those objectives pertain to the prevention or detection of errors or irregularities in amounts that would be material in relation to the financial statements of the Company and its subsidiaries. (f) Subsequent to the Execution Time or, certificatesif earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (e) of this Section 6 or (ii) any change, or any development involving a prospective change, in or affecting the business or properties of the Company and documents as its subsidiaries the Representative reasonably requests.effect of which, in any case referred to in clause (i) or (ii) above, is, in the judgment of the Represent

Conditions to the Obligations of the Underwriters. The obligation obligations of the several Underwriters to purchase the Underwritten Securities and pay for the Notes will Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Bank Company contained herein on the date hereof and as of the Execution Time, the Closing DateDate and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of officers of the Bank Company made in any certificates pursuant to the provisions hereof, to the performance by the Bank Company of its obligations hereunder and to the following additional conditions precedentconditions: (a) On If the Registration Statement has not become effective prior to the Execution Time, unless the Representatives agree in writing to a later time, the Registration Statement will become effective not later than (i) 6:00 PM New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 PM New York City time on such date or (ii) 9:30 AM on the date hereofBusiness Day following the day on which the public offering price was determined, if such determination occurred after 3:00 PM New York City time on such date; if filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Representative shall have received a letter (a "Procedures Letter")Prospectus, dated the date of this Agreement of each of Price Waterhouse LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP verifying the accuracy of any such financial and statistical data contained in the Prospectus as the Representative shall deem reasonably advisable. In additionsupplement, if any amendment or supplement to the Prospectus made after the date hereof contains financial or statistical data, the Representative shall have received a letter dated the Closing Date confirming each Procedures Letter and providing additional comfort on such new data. (b) The Prospectus Supplement shall have been will be filed in the manner and within the time period required by Rule 424(b) of the Rules and Regulations); and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Bank, Chase or The Chase Manhattan Corporation which, in the reasonable judgment of the Representative, materially impairs the investment quality of the Notes or makes it impractical to market the Notes; (ii) any suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Bank, Chase or The Chase Manhattan Corporation on any exchange or in the over-the-counter market by such exchange or over-the-counter market or by the Commission; (iii) any banking moratorium declared by federal or New York authorities; or (iv) any outbreak or material escalation of major hostilities or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representative, the effect of any such outbreak, escalation, calamity or emergency on the United States financial markets makes it impracticable or inadvisable to proceed with completion of the sale of and any payment for the Notes. (db) The Representative Company shall have received opinions, dated the Closing Date requested and reasonably satisfactory, when taken together, in form and substance to the Representative, of ▇▇▇▇▇▇▇ ▇caused ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, special counsel for the Company, to have furnished to the BankRepresentatives their opinion, ▇▇▇▇▇▇▇▇dated the Closing Date and addressed to the Representatives, ▇▇▇to the effect that: (i) Based solely on certificates from public officials, such counsel confirms that the Company is qualified to do business in the States of California, Maryland, Colorado, Florida and Georgia; (ii) Based solely on certificates from public officials, such counsel confirms that the Operating Partnership is qualified to do business in the States of California, Maryland, Colorado, Florida and Georgia; (iii) Each Material Subsidiary (as defined therein) is a limited liability company or limited partnership, as the case may be, under the Corporations Code of the State of California, the Limited Liability Company Act of the State of Delaware or the Revised Uniform Limited Partnership Act of the State of Delaware, with the limited liability company or limited partnership power and authority to own its properties and to conduct its business as described in the Registration Statement and the Prospectus; (iv) Based on certificates from public officials, such counsel confirms that each Material Subsidiary is validly existing and in good standing under the laws of the State of California or the State of Delaware, as the case may be, and is qualified to do business in the States listed on Schedule C thereto; (v) To the best of such counsel’s knowledge, there are no contracts or documents of a character required to be described in the Registration Statement or Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed; (vi) Such counsel is not, as of such date, representing the Company or its subsidiaries in any pending legal or governmental proceedings or investigations of a character required to be described in the Registration Statement or Prospectus that are not so described; (vii) The statements in the Prospectus under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Material Provisions of Consolidated Indebtedness to be Outstanding After this Offering,” “Management—Employment Agreements,” “—Executive Chairman Agreement,” “Certain Relationships and Related Transactions—GI Partners Contribution Agreement,” “— eBay Data Center Purchase Agreement,” “—▇▇▇ & Finger, special counsel to the Trust, and such other counsel otherwise reasonably acceptable to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (e) The Representative shall have received an opinion or opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the Bank, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to certain matters relating to the transfers of the Receivables from the Bank to the Trust and with respect to a grant of a security interest in the Receivables to the Indenture Trustee, and an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, with respect to the perfection of the Trust's and the Indenture Trustee's interests in the Receivables. (f) The Representative shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Underwriters, such opinion or opinions, dated the Closing Date (g) The Representative shall have received an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special tax counsel to the Bank, dated the Closing Date and reasonably satisfactory in form and to the effect (a) that under current law the Notes will be characterized as debt, and the Trust will not be characterized as an association (or a publicly traded partnership) taxable as a corporation for United States federal income tax purposes and (b) that, subject to the qualifications set forth therein, the discussion set forth in the Prospectus Supplement under the caption "Certain Federal Income Tax Consequences" is an accurate summary of the United States federal income tax matters described therein. (h) The Representative shall have received an opinion of ▇▇▇▇▇▇ & Whitney LLPContribution Agreement,” “—Right of First Offer Agreements,” “—Non-Competition Agreement with Global Innovation Partners, counsel LLC,” and “ERISA Considerations,” insofar as they purport to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the transactions contemplated by this Agreement. In rendering such opinions, counsel to the Indenture Trustee may rely on the opinion describe or summarize certain provisions of the office of the general counsel agreements, statutes or regulations referred to the Indenture Trustee. (i) The Representative shall have received an opinion of ▇▇▇▇▇▇▇▇therein, ▇▇▇▇▇▇ & Finger, special counsel to the Owner Trustee, and such other counsel reasonably satisfactory to the Representative and its counsel, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (j) The Class A-1 Notes shall have been rated "A-1+" by Standard & Poor's, P-1 by ▇▇▇▇▇'▇ and "F-1+" by Fitch. The Class A-2 Notes, Class A-3 Notes and Class A-4 Notes shall have been rated "AAA" by Standard & Poor's, Aaa by ▇▇▇▇▇'▇ and "AAA" by Fitch. The Certificates shall have been rated "A+" by Standard & Poor's, A2 by ▇▇▇▇▇'▇ and "A+" and by Fitch. (k) The Representative shall have received a certificate, dated the Closing Date, of an attorney-in-fact, a Vice President accurate descriptions or more senior officer of the Bank in which such person, to the best of his or her knowledge after reasonable investigation, shall state that (i) the representations and warranties of the Bank in this Agreement are true and correct summaries in all material respects on and as respects; (viii) The Registration Statement has become effective under the Act. With the consent of the Closing DateRepresentatives, (ii) the Bank has complied with all agreements and satisfied all conditions based solely on its part to be performed or satisfied hereunder at or prior to the Closing Date, (iii) the representations and warranties a telephonic confirmation by a member of the Bank, as Seller and Servicer, in the Sale and Servicing Agreement and, as Depositor, in the Trust Agreement, are true and correct as Staff of the dates specified in the Sale and Servicing Agreement and the Trust AgreementCommission on , (iv) 2005, no stop order suspending the effectiveness of the Registration Statement has been issued under the Act and no proceedings for that purpose therefor have been instituted or are threatened initiated by the Commission. Any required filing of the Prospectus pursuant to Rule 424 under the Act has been made in accordance with Rule 424 under the Act; (ix) The Registration Statement, (v) subsequent to as of the date of it was declared effective, and the Prospectus, there has been as of its date and as of the date hereof, appeared on their face to be appropriately responsive in all material respects to the requirements for registration statements on Form S-11 under the Act and the rules and regulations of the Commission thereunder; it being understood, however, that such counsel need express no material adverse change opinion with respect to Regulation S-T or the financial statements, schedules, or other financial data, included in or omitted from, the Registration Statement or the Prospectus. For purposes of this paragraph, such counsel may assume that the statements made in the financial position or results of operation Registration Statement and the Prospectus are correct and complete; (x) With the consent of the Bank's automotive finance business except Representatives based solely on a certificate of an officer of the Company as set forth to factual matters, each of the Company and the Operating Partnership is not, and immediately after giving effect to the sale of the Securities in or contemplated by accordance with this Agreement and the Prospectus or application of the proceeds as described in such certificate and (vi) the Prospectus does under the caption “Use of Proceeds,” will not contain any untrue statement of a material fact or omit to state a material fact be required to be stated therein or necessary in order to make registered as, an “investment company” within the statements therein, in light meaning of the circumstances in which they were madeInvestment Company Act of 1940, not misleading.as amended; (lxi) On The execution and delivery of this Agreement by the Closing DateCompany and the Operating Partnership, $30,620,164.79 aggregate amount the issuance and sale of Certificates shall the Securities by the Company to the Representatives and the other Underwriters pursuant to this Agreement, on the date hereof do not: (A) violate the provisions of any Subsidiary Operating Agreement; or (B) result in the breach of or a default under any of the Material Agreements (as defined therein); or (C) violate any federal or California statute, rule or regulation applicable to the Company, the Operating Partnership or the Material Subsidiaries; or (D) require any consents, approvals, or authorizations to be obtained by the Company, the Operating Partnership or any Material Subsidiary from, or any registrations, declarations or filings to be made by the Company, the Operating Partnership or any Material Subsidiary with, any governmental authority under any federal or California statute, rule or regulation applicable to the Company, the Operating Partnership or any Material Subsidiary, that have not been obtained or made; (xiii) With the consent of the Representatives based solely on a certificate of an officer of the Company as to factual matters and a review of the Material Agreements, neither the Company nor the Operating Partnership nor any Material Subsidiary is a party to any agreement that would require the inclusion in the Registration Statement of shares or other securities owned by any person or entity other than the Company; and (xiv) With the consent of the Representatives based solely on a written advice from the New York Stock Exchange, the Securities to be issued by the Company and sold pursuant to this Agreement have been listed, subject to official notice of issuance, on the Certificate Underwriting AgreementNew York Stock Exchange. The Bank will furnish In rendering such opinion, such counsel may (A) assume the Representativeaccuracy, as to matters involving the application of laws of any jurisdiction other than the State of California or cause the Representative Federal laws of the United States, of the opinion of other counsel of good standing who are satisfactory to be furnished, with such number of conformed copies of such opinions, certificates, letters and documents as counsel for the Representative reasonably requests.Underwriters and

Conditions to the Obligations of the Underwriters. The obligation obligations of the several Underwriters to purchase and pay for the Senior Notes will shall be subject to the accuracy of the representations and warranties on the part of the Bank Company contained herein on the date hereof and as of the Execution Time and the Closing Date, to the accuracy of the statements of officers of the Bank Company made in any certificates pursuant to the provisions hereof, to the performance by the Bank Company of its obligations hereunder and to the following additional conditions precedentconditions: (a) On If the Registration Statement has not become effective prior to the Execution Time, unless the Representatives agree in writing to a later time, the Registration Statement will become effective not later than (i) 6:00 PM New York City time, on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 PM New York City time on such date, or (ii) 9:30 AM on the date hereofBusiness Day following the day on which the public offering price was determined, if such determination occurred after 3:00 PM New York City time on such date; if filing of the Final Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Representative shall have received a letter (a "Procedures Letter")Final Prospectus, dated the date of this Agreement of each of Price Waterhouse LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP verifying the accuracy of any such financial and statistical data contained in the Prospectus as the Representative shall deem reasonably advisable. In additionsupplement, if any amendment or supplement to the Prospectus made after the date hereof contains financial or statistical data, the Representative shall have received a letter dated the Closing Date confirming each Procedures Letter and providing additional comfort on such new data. (b) The Prospectus Supplement shall have been will be filed in the manner and within the time period required by Rule 424(b) of the Rules and Regulations); and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Bank, Chase or The Chase Manhattan Corporation which, in the reasonable judgment of the Representative, materially impairs the investment quality of the Notes or makes it impractical to market the Notes; (ii) any suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Bank, Chase or The Chase Manhattan Corporation on any exchange or in the over-the-counter market by such exchange or over-the-counter market or by the Commission; (iii) any banking moratorium declared by federal or New York authorities; or (iv) any outbreak or material escalation of major hostilities or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representative, the effect of any such outbreak, escalation, calamity or emergency on the United States financial markets makes it impracticable or inadvisable to proceed with completion of the sale of and any payment for the Notes. (db) The Representative Company shall have received opinions, dated the Closing Date requested and reasonably satisfactory, when taken together, in form and substance to the Representative, of ▇▇▇▇▇▇▇ ▇▇caused ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Company, to have furnished to the Bank, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, and such other counsel otherwise reasonably acceptable to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (e) The Representative shall have received an opinion or opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the BankRepresentatives their opinion, dated the Closing Date and satisfactory in form and substance addressed to the RepresentativeRepresentatives, with respect to certain matters relating to the transfers of the Receivables from the Bank to the Trust and with respect to a grant of a security interest in the Receivables to the Indenture Trustee, and an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, with respect to the perfection of the Trust's and the Indenture Trustee's interests in the Receivables. (f) The Representative shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Underwriters, such opinion or opinions, dated the Closing Date (g) The Representative shall have received an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special tax counsel to the Bank, dated the Closing Date and reasonably satisfactory in form and to the effect (a) that under current law the Notes will be characterized as debt, and the Trust will not be characterized as an association (or a publicly traded partnership) taxable as a corporation for United States federal income tax purposes and (b) that, subject to the qualifications set forth therein, the discussion set forth in the Prospectus Supplement under the caption "Certain Federal Income Tax Consequences" is an accurate summary of the United States federal income tax matters described therein. (h) The Representative shall have received an opinion of ▇▇▇▇▇▇ & Whitney LLP, counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the transactions contemplated by this Agreement. In rendering such opinions, counsel to the Indenture Trustee may rely on the opinion of the office of the general counsel to the Indenture Trustee.: (i) The Representative shall have received an opinion Company has been duly incorporated and is validly existing as a corporation under the laws of ▇▇▇▇▇▇▇▇the State of Wisconsin, ▇▇▇▇▇▇ & Fingerwith full corporate power and authority to own or lease, special counsel to as the Owner Trusteecase may be, and to operate its properties and conduct its business as described in the Final Prospectus, and is duly qualified to do business as a foreign corporation and is in good standing under the laws of Michigan; the Company is a "public utility company," as such other counsel reasonably satisfactory to term is defined under the Representative and its counsel, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this AgreementPublic Utility Holding Company Act. (jii) The Class A-1 Notes shall have been rated "A-1+" All of the Company's issued and outstanding shares of common stock are owned of record by Standard & Poor'sWPSR; the Company's authorized preferred stock is as set forth in the Final Prospectus; to the knowledge of such counsel, P-1 by ▇▇▇▇▇'▇ and "F-1+" by Fitch. The Class A-2 Notesexcept as set forth in the Final Prospectus, Class A-3 Notes and Class A-4 Notes shall have been rated "AAA" by Standard & Poor'sno options, Aaa by ▇▇▇▇▇'▇ and "AAA" by Fitch. The Certificates shall have been rated "A+" by Standard & Poor'swarrants or other rights to purchase, A2 by ▇▇▇▇▇'▇ and "A+" and by Fitchagreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, shares of capital stock of or ownership interests in the Company are outstanding. (kiii) The Representative shall have received a certificateTo the knowledge of such counsel, dated there is no pending or threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Closing DateCompany or any of its subsidiaries or its or their property, of an attorney-in-fact, a Vice President or more senior officer of the Bank in which such person, to the best of his or her knowledge after reasonable investigation, shall state that (i) the representations and warranties of the Bank in this Agreement are true and correct in all material respects on and as of the Closing Date, (ii) the Bank has complied with all agreements and satisfied all conditions on its part character required to be performed or satisfied hereunder at or prior to the Closing Date, (iii) the representations and warranties of the Bank, as Seller and Servicer, disclosed in the Sale and Servicing Agreement and, as Depositor, Registration Statement which is not adequately disclosed in the Trust AgreementFinal Prospectus, are true and correct as there is no franchise, contract or other document of the dates specified a character required to be described in the Sale and Servicing Agreement and the Trust AgreementRegistration Statement or Final Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required. (iv) The Registration Statement has become effective under the Act; any required filing of the Basic Prospectus, any Preliminary Final Prospectus and the Final Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and issued, no proceedings for that purpose have been instituted or are threatened by threatened, and the CommissionRegistration Statement and the Final Prospectus (other than the financial statements and other financial information contained therein, (vas to which such counsel need express no opinion) subsequent comply as to form in all material respects with the date applicable requirements of the ProspectusAct, there the Exchange Act and the Trust Indenture Act and the respective rules thereunder; and such counsel has been no material adverse change in reason to believe that on the financial position Effective Date or results of operation of at the Bank's automotive finance business except as set forth in or contemplated by Execution Time the Prospectus or as described in such certificate and (vi) the Prospectus does not contain Registration Statement contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading or that the Final Prospectus as of its date and on the Closing Date included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances in under which they were made, not misleadingmisleading (in each case, other than the financial statements and other financial information contained therein, as to which such counsel need express no opinion). (lv) On This Agreement has been duly authorized, executed and delivered by the Company. (vi) The Senior Indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and binding instrument enforceable against the Company in accordance with its terms, subject, as to enforcement of remedies, to the Bankruptcy Exceptions; the Senior Indenture has been duly qualified under the Trust Indenture Act; the Senior Indenture conforms in all material respects to the description thereof contained in the Final Prospectus. (vii) The Senior Notes have been duly authorized by the Company, and when executed and authenticated in accordance with the provisions of the Senior Indenture and delivered and paid for by the Underwriters pursuant to this Agreement, will constitute valid and legally binding obligations of the Company entitled to the benefits and security provided by the Senior Indenture and enforceable against the Company in accordance with their terms, subject, as to enforcement of remedies, to the Bankruptcy Exceptions; the Senior Notes conform in all material respects to the description thereof contained in the Final Prospectus. (viii) The Mortgage Indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and binding instrument, enforceable against the Company in accordance with its terms, except as the same may be limited by the laws of the States of Wisconsin and Michigan affecting the remedies for the enforcement of the security provided for therein (which laws do not in such counsel's opinion make such remedies inadequate for the realization of the benefits of such security) and by the Bankruptcy Exceptions; the Mortgage Indenture conforms in all material respects to the description thereof contained in the Final Prospectus. (ix) The Collateral Bonds have been duly authorized by the Company and, when executed and authenticated in accordance with the provisions of the Mortgage Indenture, and issued, pledged and delivered to the Senior Trustee pursuant to the Senior Indenture as security for the Senior Notes, will constitute valid and legally binding obligations of the Company, secured by the lien of, and entitled to the benefits provided by, the Mortgage Indenture, equally and ratably with all other bonds of the Company duly issued and outstanding under the Mortgage Indenture, and will be enforceable against the Company in accordance with their terms, except as the same may be limited by the laws of the States of Wisconsin and Michigan affecting the remedies for the enforcement of the security provided for therein (which laws do not in such counsel's opinion make such remedies inadequate for the realization of the benefits of such security) and by the Bankruptcy Exceptions; the Collateral Bonds conform in all material respects to the description thereof contained in the Final Prospectus. (x) The Company has good and marketable title to the real and fixed properties described in the Mortgage Indenture (other than properties disposed of and released thereunder and lands described as held only under flowage rights) free and clear of all liens, charges and encumbrances against the same prior to or on a parity with the lien of the Mortgage Indenture, except for and subject only to permissible encumbrances as defined in the Mortgage Indenture and to such exceptions, defects and qualifications as in such counsel's opinion do not materially affect the security for the Collateral Bonds or the Company's title to or its right to use such properties in the conduct of its business; the Mortgage Indenture constitutes a valid and direct first lien upon all real and fixed property and governmental licenses and permits owned by the Company (including its interests as tenant-in-common), except property specifically excepted from the Mortgage Indenture by the terms thereof, subject to no liens or encumbrances prior to or on a parity with the lien of the Mortgage Indenture, except permissible encumbrances as defined in the Mortgage Indenture; and the description in the Mortgage Indenture of said property is adequate to constitute the Mortgage Indenture a lien thereon. No examination of title covering rights-of-way for transmission and distribution lines has been made inasmuch as the Company has been advised that the expense incident to the obtaining of abstracts or certificates of title and of examinations in respect thereto would be in excess of the cost of reacquiring by condemnation or purchase, possession and use of such parts of such rights-of-way as might be held under defective titles, and accordingly, such opinion does not cover such rights-of-way. Such counsel has relied on certificates of officers of the Company to the effect that certain parcels described in the Mortgage Indenture are rights-of-way and that certain parcels are not required as an integral part of the Company's properties or are not indispensable to its operations. All real property hereafter acquired by the Company and located in counties in which the Mortgage Indenture shall be of record will, upon acquisition, become subject to the lien of the Mortgage Indenture, subject, however, to permitted encumbrances and liens (as defined in the Mortgage Indenture), any liens existing or placed thereon at acquisition and any liens which might intervene prior to the filing or recording of the instrument containing a sufficient legal description confirming of record that such property is subject to the lien of the Mortgage Indenture, except as the existence or validity of the lien of the Mortgage Indenture may be affected by the application of Sections 547 and/or 552 of the U.S. Bankruptcy Code or by analogous provisions of applicable state insolvency laws. (xi) The Mortgage Indenture has been duly recorded or filed for record in each county in the States of Wisconsin and Michigan where any real properties described in such instrument are located and in all other places required by law in order to perfect the lien upon the property described in the Mortgage Indenture. (xii) The Company has statutory authority, franchises, and consents free from burdensome restrictions and adequate for the conduct of the business in which it is engaged as described in the Final Prospectus, except to the extent that the absence of such statutory authority or the failure to obtain such franchises or consents would not, singly or in the aggregate, (A) affect the security for the Collateral Bonds, or (B) have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company, whether or not arising from transactions in the ordinary course of business, except as set forth or contemplated in the Final Prospectus. (xiii) The issuance and delivery by the Company of the Collateral Bonds to the Trustee constitute a sale by the Company of the Collateral Bonds to the Trustee as of the Closing Date or, if not a sale, the grant by the Company to the Trustee of a perfected security interest in the Collateral Bonds for the benefit of the holders of the Senior Notes. (xiv) The Company is not and, after giving effect to the offering and sale of the Senior Notes and the application of the proceeds thereof as described in the Final Prospectus, will not be an "investment company" as defined in the Investment Company Act of 1940, as amended. (xv) The Public Service Commission of Wisconsin has duly authorized the issuance and sale by the Company of the Senior Notes and the issuance and pledge of the Collateral Bonds on the terms set forth in the Final Prospectus and this Agreement, and such authorization is, to the best knowledge of such counsel, in force and effect and sufficient for the issuance and sale of the Senior Notes to the Underwriters and the issuance and pledge of the Collateral Bonds to the Senior Trustee. No consent, approval, authorization, filing with or order of any court or other governmental agency or body is required in connection with the transactions contemplated herein, except such as have been obtained under the Act and the Trust Indenture Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Senior Notes by the Underwriters in the manner contemplated herein and in the Final Prospectus. (xvi) The execution and delivery of the Senior Indenture or the Supplemental Indenture to the Mortgage Indenture, the issuance and sale of the Senior Notes, the issuance and pledge of the Collateral Bonds, the consummation of any other of the transactions herein contemplated or the fulfillment of the terms hereof will not conflict with, result in a breach or violation of or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, (i) the charter or by-laws of the Company, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument (other than the lien of the Mortgage Indenture) known to such counsel to which the Company is a party or bound or to which its property is subject, (iii) any statute, law, rule, or regulation applicable to the Company, or (iv) any judgment, order or decree known to such counsel and applicable to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its properties. (xvii) To the knowledge of such counsel, no holders of securities of the Company have rights to the registration of such securities under the Registration Statement. In rendering such opinion, such counsel (A) may rely as to matters involving the application of laws of any jurisdiction other than the State of Wisconsin or the Federal laws of the United States, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriters, (B) may assume, as to matters of New York law relating to this Agreement, that New York law does not differ from Wisconsin law in any material respect, and (C) may rely, as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Final Prospectus in this paragraph (b) include any supplements thereto at the Closing Date. (c) The Representatives shall have received from ______________, counsel for the Underwriters, such opinion or opinions, dated the Closing Date and addressed to the Representatives, with respect to the issuance and sale of the Senior Notes, the issuance and pledge of the Collateral Bonds, the Senior Indenture, the Mortgage Indenture, the Registration Statement, the Final Prospectus (together with any supplement thereto) and other related matters as the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Company shall have furnished to the Representatives a certificate of the Company, signed by the Chairman of the Board or the President and the principal financial or accounting officer of the Company, dated the Closing Date, $30,620,164.79 aggregate amount of Certificates shall have been issued and sold pursuant to the Certificate Underwriting Agreement. The Bank will furnish effect that the Representative, or cause the Representative to be furnished, with such number of conformed copies signers of such opinions, certificates, letters and documents as certificate have carefully examined the Representative reasonably requests.Regi

Conditions to the Obligations of the Underwriters. The obligation obligations of the several Underwriters to purchase and pay for the Notes will Underwriters' Securities shall be subject to the accuracy of the representations and warranties on the part of the Bank Company contained herein on the date hereof and as of the Execution Time and the Closing Date, to the accuracy of the statements of officers of the Bank Company made in any certificates pursuant to the provisions hereof, to the performance by the Bank Company of its obligations hereunder and to the following additional conditions precedentconditions: (a) On If the Registration Statement has not become effective prior to the Execution Time, unless the Representatives agree in writing to a later time, the Registration Statement will become effective not later than (i) 6:00 p.m. New York City time, on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 p.m. New York City time on such date or (ii) 12:00 Noon on the date hereofbusiness day following the day on which the public offering price was determined, if such determination occurred after 3:00 p.m. New York City time on such ate; if filing of the Final Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Representative shall have received a letter (a "Procedures Letter")Final Prospectus, dated the date of this Agreement of each of Price Waterhouse LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP verifying the accuracy of any such financial and statistical data contained in the Prospectus as the Representative shall deem reasonably advisable. In additionsupplement, if any amendment or supplement to the Prospectus made after the date hereof contains financial or statistical data, the Representative shall have received a letter dated the Closing Date confirming each Procedures Letter and providing additional comfort on such new data. (b) The Prospectus Supplement shall have been filed in the manner and within the time period required by Rule 424(b) ), or if the filing of the Rules Rule 434 Term Sheet is required pursuant to Rule 434, the Rule 434 Term Sheet will be filed in the manner and Regulationswithin the time period required by Rule 434; and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (cb) Subsequent The Company shall have furnished to the execution and delivery Representatives the opinion of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Bank, Chase or The Chase Manhattan Corporation which, in the reasonable judgment of the Representative, materially impairs the investment quality of the Notes or makes it impractical to market the Notes; (ii) any suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Bank, Chase or The Chase Manhattan Corporation on any exchange or in the over-the-counter market by such exchange or over-the-counter market or by the Commission; (iii) any banking moratorium declared by federal or New York authorities; or (iv) any outbreak or material escalation of major hostilities or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representative, the effect of any such outbreak, escalation, calamity or emergency on the United States financial markets makes it impracticable or inadvisable to proceed with completion of the sale of and any payment for the Notes. (d) The Representative shall have received opinions, dated the Closing Date and reasonably satisfactory, when taken together, in form and substance to the Representative, of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the Bank, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, and such other counsel otherwise reasonably acceptable to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (e) The Representative shall have received an opinion or opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the Bank, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to certain matters relating to the transfers of the Receivables from the Bank to the Trust and with respect to a grant of a security interest in the Receivables to the Indenture Trustee, and an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, with respect to the perfection of the Trust's and the Indenture Trustee's interests in the Receivables. (f) The Representative shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Underwriters, such opinion or opinions, dated the Closing Date (g) The Representative shall have received an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special tax counsel to the Bank, dated the Closing Date and reasonably satisfactory in form and to the effect (a) that under current law the Notes will be characterized as debt, and the Trust will not be characterized as an association (or a publicly traded partnership) taxable as a corporation for United States federal income tax purposes and (b) that, subject to the qualifications set forth therein, the discussion set forth in the Prospectus Supplement under the caption "Certain Federal Income Tax Consequences" is an accurate summary of the United States federal income tax matters described therein. (h) The Representative shall have received an opinion of ▇▇▇▇▇▇ & Whitney LLP, counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the transactions contemplated by this Agreement. In rendering such opinions, counsel to the Indenture Trustee may rely on the opinion of the office of the general counsel to the Indenture Trustee. (i) The Representative shall have received an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Owner Trustee, and such other counsel reasonably satisfactory to the Representative and its counsel, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (j) The Class A-1 Notes shall have been rated "A-1+" by Standard & Poor's, P-1 by ▇▇▇▇▇'▇ and "F-1+" by Fitch. The Class A-2 Notes, Class A-3 Notes and Class A-4 Notes shall have been rated "AAA" by Standard & Poor's, Aaa by ▇▇▇▇▇'▇ and "AAA" by Fitch. The Certificates shall have been rated "A+" by Standard & Poor's, A2 by ▇▇▇▇▇'▇ and "A+" and by Fitch. (k) The Representative shall have received a certificateCompany, dated the Closing Date, of an attorney-in-fact, a Vice President or more senior officer of the Bank in which such person, to the best of his or her knowledge after reasonable investigation, shall state that effect that: (i) the representations and warranties each of the Company and Fleet National Bank ("Fleet Bank-RI") and any other subsidiary or subsidiaries which the Representatives may reasonably request (individually a "Subsidiary" and collectively the "Subsidiaries") has been duly incorporated and is validly existing as a corporation or national banking association in this Agreement are true and correct in all material respects on and as good standing under the laws of the Closing Datejurisdiction in which it is chartered or organized, with full corporate power and authority to own its properties and conduct its business as described in the Final Prospectus; the Company is duly qualified to do business as a foreign corporation under the laws of the State of New York and neither the Company nor Fleet Bank-RI or any such other Subsidiaries is required to be qualified to do business as a foreign corporation under the laws of any other jurisdiction; and the Company is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended; (ii) all the Bank has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, (iii) the representations and warranties outstanding shares of the capital stock of Fleet Bank, as Seller -RI and Servicer, in the Sale any such other Subsidiaries have been duly and Servicing Agreement and, as Depositor, in the Trust Agreement, are true validly authorized and correct as of the dates specified in the Sale and Servicing Agreement and the Trust Agreement, (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are threatened by the Commission, fully paid and (v) subsequent to the date of the Prospectus, there has been no material adverse change in the financial position or results of operation of the Bank's automotive finance business except as set forth provided in or contemplated by the Prospectus or as described in such certificate and (vi) the Prospectus does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. (l) On the Closing Date, $30,620,164.79 aggregate amount of Certificates shall have been issued and sold pursuant to the Certificate Underwriting Agreement. The Bank will furnish the Representative, or cause the Representative to be furnished, with such number of conformed copies of such opinions, certificates, letters and documents as the Representative reasonably requests.12 U.S.C.

Conditions to the Obligations of the Underwriters. The obligation obligations of the several Underwriters to purchase the Underwritten Securities and pay for the Notes will Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Bank Company and the Selling Stockholder contained herein on the date hereof and as of the Execution Time, the Closing DateDate and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of officers of the Bank Company and the Selling Stockholder made in any certificates pursuant to the provisions hereofhereof and, to the performance by the Bank Company and the Selling Stockholder of its their respective obligations hereunder hereunder; PROVIDED THAT notwithstanding any other term or provision of this Agreement, in no event shall any breach by the Selling Stockholder of any representation, warranty, covenant or agreement contained or deemed to be contained herein, or any non-satisfaction of a condition contemplated herein to be satisfied by or on behalf of the Selling Stockholder, constitute non-satisfaction of a condition, to the obligations of the Underwriters to purchase the Securities to be sold by the Company or entitle the Underwriters to terminate this Agreement with respect to the purchase of Securities to be sold by the Company. Except to the extent provided in the proviso to the immediately preceding sentence, the obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall also be subject to the following additional conditions precedentconditions: (a) On If the Registration Statement has not become effective prior to the Execution Time, unless the Representatives agree in writing to a later time, the Registration Statement will become effective not later than (i) 6:00 PM New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 PM New York City time on such date or (ii) 9:30 AM on the date hereofBusiness Day following the day on which the public offering price was determined, if such determination occurred after 3:00 PM New York City time on such date; if filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Representative shall have received a letter (a "Procedures Letter")Prospectus, dated the date of this Agreement of each of Price Waterhouse LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP verifying the accuracy of any such financial and statistical data contained in the Prospectus as the Representative shall deem reasonably advisable. In additionsupplement, if any amendment or supplement to the Prospectus made after the date hereof contains financial or statistical data, the Representative shall have received a letter dated the Closing Date confirming each Procedures Letter and providing additional comfort on such new data. (b) The Prospectus Supplement shall have been will be filed in the manner and within the time period required by Rule 424(b) of the Rules and Regulations); and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Bank, Chase or The Chase Manhattan Corporation which, in the reasonable judgment of the Representative, materially impairs the investment quality of the Notes or makes it impractical to market the Notes; (ii) any suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Bank, Chase or The Chase Manhattan Corporation on any exchange or in the over-the-counter market by such exchange or over-the-counter market or by the Commission; (iii) any banking moratorium declared by federal or New York authorities; or (iv) any outbreak or material escalation of major hostilities or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representative, the effect of any such outbreak, escalation, calamity or emergency on the United States financial markets makes it impracticable or inadvisable to proceed with completion of the sale of and any payment for the Notes. (db) The Representative Company shall have received opinionsrequested and caused Skadden, dated the Closing Date and reasonably satisfactoryArps, when taken togetherSlate, in form and substance to the Representative, of ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for the Company, to have furnished to the Representatives their opinion, dated the Closing Date and addressed to the Representatives, substantially in the form of EXHIBIT A attached hereto. In rendering the opinion contained in EXHIBIT A, such counsel may rely as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. (c) The Company shall have requested and caused Lahive and ▇▇▇▇▇▇▇▇▇, LLP, special patent counsel for the Company, to have furnished to the Representatives their opinion, dated the Closing Date and addressed to the Representatives, to the effect that the statements contained in (A) the "RISK FACTORS" section of the Prospectus under the caption "IF WE ARE UNABLE TO OBTAIN AND ENFORCE VALID PATENTS, WE COULD LOSE ANY COMPETITIVE ADVANTAGE WE MAY HAVE," and (B) the "BUSINESS" section of the Prospectus under the captions "TECHNOLOGY LICENSES," "PATENTS AND PROPRIETARY RIGHTS," and "LEGAL PROCEEDINGS," in each case, insofar as such statements constitute matters of law or legal conclusions or summarize legal or regulatory matters or proceedings, have been reviewed by them and are accurate and fair descriptions of such matters of law or legal conclusions or summaries of such legal or regulatory matters or proceedings. In rendering such opinion such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the Commonwealth of Massachusetts or the federal laws of the United States, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriters and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. (d) The Company shall have requested and caused ▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, P.C., special regulatory counsel for the Company, to have furnished to the BankRepresentatives their opinion, dated the Closing Date and addressed to the Representatives, to the effect that the statements contained in (A) the "RISK FACTORS" section of the Prospectus under the caption "IF OUR CLINICAL TRIALS ARE NOT SUCCESSFUL, OR IF WE ARE OTHERWISE UNABLE TO OBTAIN AND MAINTAIN REGULATORY APPROVAL REQUIRED TO MARKET AND SELL OUR PRODUCTS, WE WOULD INCUR INCREASING OPERATING LOSSES" AND (B) the "BUSINESS" section of the Prospectus under the caption "GOVERNMENT REGULATION," insofar as such statements constitute matters of law or legal conclusions or summarize legal or regulatory matters or proceedings, have been reviewed by them and are accurate and fair descriptions of such matters of law or legal conclusions or summaries of such legal or regulatory matters or proceedings. (e) The Selling Stockholder shall have requested and caused ▇'▇▇▇▇▇▇▇▇▇ Graev & Karabell, ▇▇▇▇▇▇ & FingerLLP, special counsel for the Selling Stockholder, to have furnished to the Trust, and such other counsel otherwise reasonably acceptable to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (e) The Representative shall have received an Representatives their opinion or opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the Bank, dated the Closing Date and satisfactory in form and substance addressed to the RepresentativeRepresentatives, substantially to the effect that: (i) this Agreement has been duly authorized, executed and delivered by the Selling Stockholder pursuant to such Selling Stockholder's power of attorney and the Selling Stockholder has the requisite power and authority to sell, transfer and deliver in the manner provided in this Agreement the Securities being sold by the Selling Stockholder hereunder; (ii) assuming that each Underwriter acquires its interest in the Securities it has purchased from the Selling Stockholder without notice of any adverse claim (within the meaning of Section 8-105 of the UCC), each Underwriter that has purchased such Securities delivered on the Closing Date to The Depository Trust Company or other securities intermediary by making payment therefor as provided herein, and that has had such Securities credited to the securities account or accounts of such Underwriters maintained with The Depository Trust Company or such other securities intermediary will have acquired a security entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Securities purchased by such Underwriter, and no action based on an adverse claim (within the meaning of Section 8-105 of the UCC) may be asserted against such Underwriter with respect to certain such Securities; (iii) no consent, approval, authorization or order of any federal or New York court or governmental agency or body is required for the consummation by the Selling Stockholder of the transactions contemplated herein, except such as may have been obtained under the Act and such as may be required under the securities or blue sky laws of any jurisdiction and the rules of the National Association of Securities Dealers Inc. in connection with the purchase and distribution of the Securities by the Underwriters and such other approvals (specified in such opinion) as have been obtained; and (iv) neither the sale of the Securities being sold by the Selling Stockholder nor the consummation of any other of the transactions herein contemplated by the Selling Stockholder or the fulfillment of the terms hereof by the Selling Stockholder will conflict with, result in a breach or violation of, or constitute a default under any law or the certificate of formation or operating agreement of the Selling Stockholder or the terms of any indenture or other agreement or instrument known to such counsel and to which any Selling Stockholder or any of its subsidiaries is a party or bound, or any judgment, order or decree known to such counsel to be applicable to any Selling Stockholder or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over any Selling Stockholder or any of its subsidiaries. In rendering such opinion, such counsel may rely (A) as to matters relating involving the application of laws of any jurisdiction other than the State of New York or the federal laws of the United States, to the transfers extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriters, and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Receivables from the Bank to the Trust Selling Stockholder and with respect to a grant of a security interest in the Receivables to the Indenture Trustee, and an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, with respect to the perfection of the Trust's and the Indenture Trustee's interests in the Receivablespublic officials. (f) The Representative Representatives shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ Procter LLP, counsel to for the Underwriters, such opinion or opinions, dated the Closing DateDate and addressed to the Representatives, with respect to the issuance and sale of the Securities, the Registration Statement, the Prospectus (together with any supplement thereto) and other related matters as the Representatives may reasonably require, and the Company and the Selling Stockholder shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (g) The Representative Company shall have received an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special tax counsel furnished to the Bank, dated the Closing Date and reasonably satisfactory in form and to the effect (a) that under current law the Notes will be characterized as debt, and the Trust will not be characterized as an association (or Representatives a publicly traded partnership) taxable as a corporation for United States federal income tax purposes and (b) that, subject to the qualifications set forth therein, the discussion set forth in the Prospectus Supplement under the caption "Certain Federal Income Tax Consequences" is an accurate summary certificate of the United States federal income tax matters described therein. (h) The Representative shall have received an opinion of ▇▇▇▇▇▇ & Whitney LLPCompany, counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the transactions contemplated signed by this Agreement. In rendering such opinions, counsel to the Indenture Trustee may rely on the opinion of the office of the general counsel to the Indenture Trustee. (i) The Representative shall have received an opinion the Chief Executive Officer and President of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Owner Trustee, Company and such other counsel reasonably satisfactory to (ii) the Representative and its counsel, dated Chief Financial Officer of the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (j) The Class A-1 Notes shall have been rated "A-1+" by Standard & Poor's, P-1 by ▇▇▇▇▇'▇ and "F-1+" by Fitch. The Class A-2 Notes, Class A-3 Notes and Class A-4 Notes shall have been rated "AAA" by Standard & Poor's, Aaa by ▇▇▇▇▇'▇ and "AAA" by Fitch. The Certificates shall have been rated "A+" by Standard & Poor's, A2 by ▇▇▇▇▇'▇ and "A+" and by Fitch. (k) The Representative shall have received a certificateCompany, dated the Closing Date, of an attorney-in-fact, a Vice President or more senior officer of the Bank in which such person, to the best effect that the signers of his or her knowledge after reasonable investigationsuch certificate have carefully examined the Registration Statement, shall state that the Prospectus, any supplements to the Prospectus, and this Agreement and that: (i) the representations and warranties of the Bank Company in this Agreement are true and correct in all material respects on and as of the Closing Date, (ii) Date with the Bank same effect as if made on the Closing Date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, ; (iii) the representations and warranties of the Bank, as Seller and Servicer, in the Sale and Servicing Agreement and, as Depositor, in the Trust Agreement, are true and correct as of the dates specified in the Sale and Servicing Agreement and the Trust Agreement, (ivii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are threatened by or, to the CommissionCompany's knowledge, threatened; and (viii) subsequent to since the date of the Prospectusmost recent financial statements included in the Prospectus (exclusive of any supplement thereto), there has been no material adverse change in effect on the condition (financial position or results of operation otherwise), prospects, earnings, business or properties of the Bank's automotive finance business Company, except as set forth in or contemplated by in the Prospectus or as described in such certificate and (vi) the Prospectus does not contain exclusive of any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleadingsupplement thereto). (lh) On The Selling Stockholder shall have furnished to the Representatives a certificate of the Selling Stockholder, signed by an authorized representative of the Selling Stockholder, dated the Closing Date, $30,620,164.79 aggregate amount to the effect that the signer of Certificates such certificate has carefully examined the Registration Statement, the Prospectus, any supplements to the Prospectus, this Agreement and the Irrevocable Power of Attorney and Custody Agreement and that the representations and warranties of the Selling Stockholder in this Agreement and the Irrevocable Power of Attorney and Custody Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date. (i) The Company shall have requested and caused Ernst & Young LLP to have furnished to the Representatives letters, at the Execution Time and at the Closing Date, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representatives, confirming that they are independent accountants within the meaning of the Act and the applicable rules and regulations adopted by the Commission thereunder and that they have performed a review of the unaudited interim financial information of the Company for the nine-month period ended September 30, 1999 and September 30, 2000, and as of September 30, 2000, in accordance with Statement on Auditing Standards No. 71, and stating in effect that: (i) in their opinion the audited financial statements and financial statement schedules included in the Registration Statement and the Prospectus and reported on by them comply as to form in all material respects with the applicable accounting requirements of the Act and the related rules and regulations adopted by the Commission; (ii) on the basis of a reading of the latest unaudited financial statements made available by the Company and its subsidiaries; their limited review, in accordance with standards established under Statement on Auditing Standards No. 71, of the unaudited interim financial information for the nine-month period ended September 30, 1999 and September 30, 2000, and as of September 30, 2000, [AS INDICATED IN THEIR REPORT DATED _____, 2001]; carrying out certain specified procedures (but not an examination in accordance with generally accepted auditing standards) which would not necessarily reveal matters of significance with respect to the comments set forth in such letter; a reading of the minutes of the meetings of the stockholders, directors and audit and compensation committees of the Company and meetings of the Member of the Subsidiary; and inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and the Subsidiary as to transactions and events subsequent to December 31, 1999, nothing came to their attention which caused them to believe that: (1) [Intentionally left blank] (2) with respect to the period subsequent to September 30, 2000, there were any changes, at a specified date not more than five days prior to the date of the letter, in the capital stock of the Company or decreases in the stockholders' equity of the Company as compared with the amounts shown on the September 30, 2000 balance sheet included in the Registration Statement and the Prospectus; or for the period from October 1, 2000 to such specified date there were any decreases, as compared with the period from October 1, 1999 to February __, 2000 in income before income taxes or in total or per share amounts of net income of the Company, except in all instances for changes or decreases set forth in such letter, in which case the letter shall be accompanied by an explanation by the Company as to the significance thereof unless said explanation is not deemed necessary by the Representatives; and (3) the information included in the Registration Statement and Prospectus in response to Regulation S-K, Item 301 (Selected Financial Data), is not in conformity with the applicable disclosure requirements of Regulation S-K; and (iii) they have performed certain other specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company and the Subsidiary) set forth in the Registration Statement and the Prospectus, including the information set forth under the captions "SELECTED FINANCIAL DATA" and "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" in the Prospectus, agrees with the accounting records of the Company and the Subsidiary, excluding any questions of legal interpretation. References to the Prospectus in this paragraph (i) include any supplement thereto at the date of the letter. (j) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of any supplement thereto), there shall not have been issued and sold (i) any change or decrease specified pursuant to paragraph (i)(ii)(1) in the Certificate Underwriting Agreement. The Bank will furnish the Representativeletter or letters referred to in paragraph (i) of this Section 6 or (ii) any change, or cause any development involving a prospective change, in or affecting the Representative to be furnishedcondition (financial or otherwise), with such number prospects, earnings, business or properties of conformed copies the Company and the Subsidiary taken as a whole, except as set forth in or contemplated in the Prospectus (exclusive of such opinions, certificates, letters and documents as the Representative reasonably requests.any supplem

Conditions to the Obligations of the Underwriters. The obligation obligations of the several Underwriters to purchase and pay for the Notes Certificates will be subject to the accuracy of the representations and warranties on the part of the Bank herein on the date hereof and as of the Closing DateSeller herein, to the accuracy of the statements of officers of the Bank Seller made pursuant to the provisions hereof, to the performance by the Bank Seller of its obligations hereunder and to the following additional conditions precedent: (a) On If the Registration Statement has not become effective prior to the Execution Time, unless the Underwriters agree in writing to a later time, the Registration Statement shall have become effective not later than (i) 6:00 P.M. New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 P.M. New York City time on such date or (ii) 12:00 noon on the date hereof, business day following the Representative shall have received a letter (a "Procedures Letter"), dated day on which the date of this Agreement of each of Price Waterhouse LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP verifying the accuracy of such financial and statistical data contained in the Prospectus as the Representative shall deem reasonably advisable. In additionpublic offering price was determined, if any amendment or supplement to the Prospectus made such determination occurred after the date hereof contains financial or statistical data, the Representative shall have received a letter dated the Closing Date confirming each Procedures Letter and providing additional comfort 3:00 P.M. New York City time on such new datadate. (b) The Prospectus Supplement and any supplements thereto shall have been filed (if required) with the Commission in the manner and within the time period required by Rule 424(b) of accordance with the Rules and Regulations; Regulations and Section 5(a) hereof, and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Seller or threatenedyou, shall be contemplated by the Commission or by any authority administering any state securities or blue sky law. (c) On or prior to the Closing Date, you shall have received a letter, dated as of the Closing Date, of _________________, certified public accountants, substantially in the form of the drafts to which you have previously agreed and otherwise in form and substance satisfactory to you and your counsel. (d) Subsequent to the execution and delivery of this AgreementAgreement or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereto) and the Prospectus (exclusive of any supplement thereto), there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the BankTrust, Chase the Seller, the Company or The Chase Manhattan DaimlerChrysler Corporation which, in the reasonable judgment of the RepresentativeUnderwriters, materially impairs the investment quality of the Notes Certificates or makes it impractical or inadvisable to market the NotesCertificates; (ii) any suspension or material limitation of trading in securities generally on the New York Stock Exchange, Exchange or any setting of minimum prices for trading on such exchange, or ; (iii) any suspension of trading of any securities of DaimlerChrysler AG or the Bank, Chase or The Chase Manhattan Corporation Seller on any exchange or in the over-the-counter market by such exchange or over-the-counter market or by the Commissionmarket; (iiiiv) any banking moratorium declared by federal or New York authorities; or (ivv) any outbreak or material escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency or any change in the financial markets if, in the reasonable judgment of the RepresentativeUnderwriters, the effect of any such outbreak, escalation, calamity declaration, calamity, emergency or emergency on the United States financial markets any change makes it impracticable impractical or inadvisable to proceed with completion of the sale of and any payment for the Notes. Certificates; or (dvi) The Representative shall have received opinions, dated a material disruption has occurred in securities settlement or clearance services in the Closing Date and reasonably satisfactory, when taken together, in form and substance to the Representative, of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the Bank, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, and such other counsel otherwise reasonably acceptable to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this AgreementUnited States. (e) The Representative shall have received an opinion or opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the Bank, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to certain matters relating to the transfers of the Receivables from the Bank to the Trust and with respect to a grant of a security interest in the Receivables to the Indenture Trustee, and an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, with respect to the perfection of the Trust's and the Indenture Trustee's interests in the Receivables. (f) The Representative shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Underwriters, such opinion or opinions, dated the Closing Date (g) The Representative You shall have received an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇_______________, special tax counsel to the Bank, dated the Closing Date Vice President and reasonably satisfactory in form and to the effect (a) that under current law the Notes will be characterized as debt, General Counsel of DCS and the Trust will not be characterized as an association (or a publicly traded partnership) taxable as a corporation for United States federal income tax purposes Company, addressed to you and (b) that, subject to the qualifications set forth therein, the discussion set forth in the Prospectus Supplement under the caption "Certain Federal Income Tax Consequences" is an accurate summary of the United States federal income tax matters described therein. (h) The Representative shall have received an opinion of ▇▇▇▇▇▇ & Whitney LLP, counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to you and your counsel, to the Representativeeffect that: (i) DCS has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Michigan with full power and authority to own its properties and conduct its business as presently conducted by it, with respect and to such matters as are customary for the transactions contemplated by enter into and perform its obligations under this Agreement. In rendering such opinions, counsel the Note Underwriting Agreement, the Sale and Servicing Agreement, the Purchase Agreement, the Trust Agreement and the Administration Agreement, and had at all times, and now has, the power, authority and legal right to acquire, own, sell and service the Indenture Trustee may rely on Standard Receivables and the opinion Fixed Value Receivables. (ii) The Company has been duly organized and is validly existing as a limited liability company in good standing under the laws of the office State of Michigan with full power and authority to own its properties and conduct its business as presently conducted by it, and to enter into and perform its obligations under the general counsel Trust Agreement and the Purchase Agreement, and had at all times, and now has, the power, authority and legal right to acquire, own, sell and hold the excess cash flow from the Reserve Account and the Fixed Value Payments. (iii) Each of DCS and the Company is duly qualified to do business and is in good standing, and has obtained all necessary licenses and approvals, in each jurisdiction in which failure to qualify or to obtain such licenses or approvals would render any Standard Receivable or Fixed Value Receivable unenforceable by the Seller, the Owner Trustee or the Indenture Trustee. (iiv) The Representative shall have received an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel direction by the Seller to the Owner TrusteeTrustee to authenticate the Certificates has been duly authorized by the Seller and, when the Certificates have been duly executed, authenticated and such other counsel reasonably satisfactory delivered by the Owner Trustee in accordance with the Trust Agreement and delivered and paid for pursuant to this Agreement, the Certificates will be duly issued and entitled to the Representative benefits and its counselsecurity afforded by the Trust Agreement, dated the Closing Date and satisfactory in form and substance subject as to the Representativeenforcement of remedies (x) to applicable bankruptcy, with respect insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and (y) to general principles of equity (regardless of whether the enforcement of such matters as are customary for the type of transaction contemplated by this Agreementremedies is considered in a proceeding in equity or at law). (jv) The Class A-1 direction by the Seller to the Indenture Trustee to authenticate the Notes shall has been duly authorized by the Seller, and when the Notes have been rated "A-1+" duly executed and delivered by Standard & Poor'sthe Owner Trustee and authenticated by the Indenture Trustee in accordance with the Indenture and delivered and paid for pursuant to the Note Underwriting Agreement, P-1 the Notes will be duly issued and entitled to the benefits and security afforded by ▇▇▇▇▇'▇ the Indenture, subject as to the enforcement of remedies (x) to applicable bankruptcy, insolvency, reorganization, moratorium and "F-1+" by Fitch. The Class A-2 Notes, Class A-3 Notes other similar laws affecting creditors' rights generally and Class A-4 Notes shall have been rated "AAA" by Standard & Poor's, Aaa by ▇▇▇▇▇'▇ and "AAA" by Fitch. The Certificates shall have been rated "A+" by Standard & Poor's, A2 by ▇▇▇▇▇'▇ and "A+" and by Fitch(y) to general principles of equity (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law). (kvi) The Representative shall Purchase Agreement, the Trust Agreement, the Sale and Servicing Agreement, and the Administration Agreement have received a certificatebeen duly authorized, dated executed and delivered by DCS and are legal, valid and binding obligations of DCS enforceable against the Closing DateDCS in accordance with their terms, except (x) the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and (y) the remedy of an attorney-in-fact, a Vice President or more senior officer specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the Bank court before which any proceeding therefor may be brought. (vii) This Agreement and the Note Underwriting Agreement have been duly authorized, executed and delivered by the Seller. (viii) The Purchase Agreement and the Trust Agreement have been duly authorized, executed and delivered by the Company and are the legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except (x) the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and (y) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (ix) Neither the transfer of the Standard Receivables and the Fixed Value Receivables from the Seller to the Trust, nor the assignment of the Owner Trust Estate to the Trust, nor the grant of the security interest in the Collateral to the Indenture Trustee pursuant to the Indenture, nor the execution and delivery of the Note Underwriting Agreement, this Agreement, the Purchase Agreement, the Trust Agreement, the Sale and Servicing Agreement or the Administration Agreement by DCS, nor the execution and delivery of the Trust Agreement and the Purchase Agreement by the Company, nor the consummation of any transactions contemplated in the Note Underwriting Agreement, this Agreement, the Purchase Agreement, the Trust Agreement, the Indenture, the Administration Agreement or the Sale and Servicing Agreement (such personagreements, excluding the Note Underwriting Agreement and this Agreement, being, collectively, the "Basic Documents"), nor the fulfillment of the terms thereof by DCS, the Company or the Trust, as the case may be, will conflict with, or result in a breach, violation or acceleration of, or constitute a default under, any term or provision of the articles of organization or operating agreement of the Seller or the Company, or of any indenture or other agreement or instrument to which the Seller or the Company is a party or by which either of them is bound, or result in a violation of or contravene the terms of any statute, order or regulation applicable to the Seller or the Company of any court, regulatory body, administrative agency or governmental body having jurisdiction over either of them. (x) There are no actions, proceedings or investigations pending or, to the best of his or her such counsel's knowledge after reasonable investigationdue inquiry, shall state threatened before any court, administrative agency or other tribunal (1) asserting the invalidity of the Trust or any of the Basic Documents, (2) seeking to prevent the consummation of any of the transactions contemplated by any of the Basic Documents or the execution and delivery thereof, (3) that might materially and adversely affect the performance by DCS of its obligations under, or the validity or enforceability of, the Note Underwriting Agreement, this Agreement, the Purchase Agreement, the Trust Agreement, the Sale and Servicing Agreement, or the Administration Agreement, or, (i4) that might materially and adversely affect the performance by the Company of its obligations under, or the validity or enforceability of, the Purchase Agreement or the Trust Agreement. (xi) To the best knowledge of such counsel and except as set forth in the Prospectus (and any supplement thereto), no default exists and no event has occurred which, with notice, lapse of time or both, would constitute a default in the due performance and observance of any term, covenant or condition of any agreement to which the Seller or the Company is a party or by which either of them is bound, which default has or would have a material adverse effect on the financial condition, earnings, prospects, business or properties of the Seller and its subsidiaries, taken as a whole. (xii) Nothing has come to such counsel's attention that would lead such counsel to believe that the representations and warranties of (x) the Bank Company contained in the Purchase Agreement and the Trust Agreement are other than as stated therein or (y) DCS contained in this Agreement, the Note Underwriting Agreement, the Trust Agreement are true and correct in all material respects on and as of the Closing Date, (ii) the Bank has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, (iii) the representations and warranties of the Bank, as Seller and Servicer, in the Sale and Servicing Agreement andare other than as stated therein. (xiii) The Seller is the sole owner of all right, title and interest in, and has good and marketable title to, the Standard Receivables and Fixed Value Receivables and the other property to be transferred by it to the Trust. The assignment of the Standard Receivables and Fixed Value Receivables, all documents and instruments relating thereto and all proceeds thereof to the Trust, pursuant to the Sale and Servicing Agreement, vests in the Trust all interests that are purported to be conveyed thereby, free and clear of any liens, security interests or encumbrances except as Depositorspecifically permitted pursuant to the Sale and Servicing Agreement or any other Basic Document. (xiv) Immediately prior to the transfer of the Standard Receivables and Fixed Value Receivables to the Trust, the Seller's interest in the Standard Receivables and Fixed Value Receivables, the security interests in the Financed Vehicles securing the Standard Receivables and Fixed Value Receivables and the proceeds of each of the foregoing was perfected and constituted a perfected first priority interest therein. (xv) The Indenture constitutes a grant by the Trust to the Indenture Trustee of a valid security interest in the Standard Receivables and Fixed Value Receivables, the security interests in the Financed Vehicles securing the Standard Receivables and Fixed Value Receivables and the proceeds of each of the foregoing, which security interest will be perfected upon the filing of the UCC-1 financing statements with the Secretary of State of the State of Michigan and the State of Delaware and will constitute a first priority perfected security interest therein. No filing or other action, other than the filing of the UCC-1 financing statements with the Secretary of State of the State of Michigan and the State of Delaware referred to above, is necessary to perfect and maintain the interest or the security interest of the Indenture Trustee in the Standard Receivables and Fixed Value Receivables, the security interests in the Financed Vehicles securing the Receivables and the proceeds of each of the foregoing against third parties. (xvi) The Standard Receivables and Fixed Value Receivables are chattel paper as defined in the UCC. (xvii) The Sale and Servicing Agreement, the Trust Agreement, are true the Indenture, the Purchase Agreement and correct as the Administration Agreement conform in all material respects with the descriptions thereof contained in the Prospectus (and any supplement thereto). (xviii) The statements in the Prospectus under the headings "Risk Factors - Trusts May Not Have a Perfected Security Interest in Certain Financed Vehicles" and "--Insolvency of the dates specified Seller May Result in Delays, Reductions or Loss of Payments to Securityholders" and "Certain Legal Aspects of the Receivables", to the extent they constitute matters of law or legal conclusions with respect thereto, have been reviewed by such counsel and are correct in all material respects. (xix) The statements contained in the Prospectus and any supplement thereto under the headings "Payments on the Securities", "Form of Securities and Transfers" and "Principal Documents", insofar as such statements constitute a summary of the Certificates, the Notes, the Indenture, the Administration Agreement, the Purchase Agreement, the Sale and Servicing Agreement and the Trust Agreement, (iv) no stop order suspending the effectiveness constitute a fair summary of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are threatened by the Commission, (v) subsequent to the date of the Prospectus, there has been no material adverse change in the financial position or results of operation of the Bank's automotive finance business except as set forth in or contemplated by the Prospectus or as described in such certificate and (vi) the Prospectus does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleadingdocuments. (lxx) On No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required for the Closing Dateconsummation of the transactions contemplated in the Basic Documents, $30,620,164.79 aggregate amount except such filings with respect to the transfer of Certificates shall have been issued the Standard Receivables and sold Fixed Value Receivables to the Trust pursuant to the Certificate Underwriting Sale and Servicing Agreement, the grant of a security interest in the Collateral to the Indenture Trustee pursuant to the Indenture and such other approvals as have been obtained and filings as have been made. (xxi) Such counsel is familiar with the Seller's standard operating procedures relating to the Seller's acquisition of a perfected first priority security interest in the vehicles financed by the Servicer pursuant to retail automobile and light duty truck installment sale contracts in the ordinary course of the Seller's business. The Bank Assuming that the Seller's standard procedures are followed with respect to the perfection of security interests in the Financed Vehicles (and such counsel has no reason to believe that the Seller has not followed or will furnish not continue to follow its standard procedures in connection with the Representativeperfection of security interests in the Financed Vehicles), the Seller has acquired or cause the Representative to be furnished, with such number of conformed copies of such opinions, certificates, letters and documents as the Representative reasonably requests.will

Conditions to the Obligations of the Underwriters. The obligation -------------------------------------------------- obligations of the several Underwriters to purchase the Underwritten Securities and pay for any Option Securities, as the Notes will case may be, shall be subject to the accuracy of the representations and warranties on the part of the Bank Company [and the Selling Stockholders] contained herein on the date hereof and as of the Execution Time, the Closing DateDate and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of officers of the Bank Company [and the Selling Stockholders] made in any certificates pursuant to the provisions hereof, to the performance by the Bank Company [and the Selling Stockholders] of its [its] [their respective] obligations hereunder and to the following additional conditions precedentconditions: (a) On If the Registration Statement has not become effective prior to the Execution Time, unless the Representatives agree in writing to a later time, the Registration Statement will become effective not later than (i) 6:00 PM New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 PM New York City time on such date or (ii) 9:30 AM on the date hereofBusiness Day following the day on which the public offering price was determined, if such determination occurred after 3:00 PM New York City time on such date; if filing of the Final Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Representative shall have received a letter (a "Procedures Letter")Final Prospectus, dated the date of this Agreement of each of Price Waterhouse LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP verifying the accuracy of any such financial and statistical data contained in the Prospectus as the Representative shall deem reasonably advisable. In additionsupplement, if any amendment or supplement to the Prospectus made after the date hereof contains financial or statistical data, the Representative shall have received a letter dated the Closing Date confirming each Procedures Letter and providing additional comfort on such new data. (b) The Prospectus Supplement shall have been will be filed in the manner and within the time period required by Rule 424(b) of the Rules and Regulations); and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (cb) Subsequent The Company shall have requested and caused King & Spalding, counsel for the Company, to have furnished to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Bank, Chase or The Chase Manhattan Corporation which, in the reasonable judgment of the Representative, materially impairs the investment quality of the Notes or makes it impractical to market the Notes; (ii) any suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Bank, Chase or The Chase Manhattan Corporation on any exchange or in the over-the-counter market by such exchange or over-the-counter market or by the Commission; (iii) any banking moratorium declared by federal or New York authorities; or (iv) any outbreak or material escalation of major hostilities or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representative, the effect of any such outbreak, escalation, calamity or emergency on the United States financial markets makes it impracticable or inadvisable to proceed with completion of the sale of and any payment for the Notes. (d) The Representative shall have received opinionsRepresentatives their opinion, dated the Closing Date and reasonably satisfactory, when taken together, in form and substance addressed to the RepresentativeRepresentatives, of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the Bank, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, and such other counsel otherwise reasonably acceptable to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (e) The Representative shall have received an opinion or opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the Bank, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to certain matters relating to the transfers of the Receivables from the Bank to the Trust and with respect to a grant of a security interest in the Receivables to the Indenture Trustee, and an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, with respect to the perfection of the Trust's and the Indenture Trustee's interests in the Receivables. (f) The Representative shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Underwriters, such opinion or opinions, dated the Closing Date (g) The Representative shall have received an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special tax counsel to the Bank, dated the Closing Date and reasonably satisfactory in form and to the effect that: (ai) that under current law the Notes will be characterized as debt, Company has been duly incorporated and the Trust will not be characterized as an association (or a publicly traded partnership) taxable is validly existing as a corporation for in good standing under the laws of the jurisdiction in which it is chartered or organized, with full corporate power and authority to own its properties and conduct its business as described in the Final Prospectus; and the Company is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended; (ii) each subsidiary constituting 10% or more of the assets of the Company as of such date (each such subsidiary being hereinafter referred to as a "Significant Subsidiary") that is a national banking association holds a valid Certificate of Authority from the Comptroller to do business as a national banking association under the laws of the United States federal income tax purposes States; [and all the issued shares of capital stock of each Significant Subsidiary have been duly and validly authorized and issued, are fully paid and (bexcept, in the case of any national banking association, as provided in 12 U.S.C. (S) that55, subject to the qualifications set forth therein, the discussion as amended) non- assessable] and (except as otherwise set forth in the Prospectus Supplement under Prospectus) are owned directly or indirectly by the caption "Certain Federal Income Tax Consequences" is an accurate summary Company, to such counsel's knowledge free and clear of liens, encumbrances, equities or claims (such counsel being entitled to rely in respect of matters of fact upon certificates of officers of the United States federal income tax matters described therein. (h) The Representative shall have received an opinion of ▇▇▇▇▇▇ & Whitney LLPCompany or its subsidiaries, provided that such counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the transactions contemplated by this Agreement. In rendering such opinions, counsel to the Indenture Trustee may rely on the opinion of the office of the general counsel to the Indenture Trustee. (i) The Representative shall have received an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Owner Trustee, and such other counsel reasonably satisfactory to the Representative and its counsel, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (j) The Class A-1 Notes shall have been rated "A-1+" by Standard & Poor's, P-1 by ▇▇▇▇▇'▇ and "F-1+" by Fitch. The Class A-2 Notes, Class A-3 Notes and Class A-4 Notes shall have been rated "AAA" by Standard & Poor's, Aaa by ▇▇▇▇▇'▇ and "AAA" by Fitch. The Certificates shall have been rated "A+" by Standard & Poor's, A2 by ▇▇▇▇▇'▇ and "A+" and by Fitch. (k) The Representative shall have received a certificate, dated the Closing Date, of an attorney-in-fact, a Vice President or more senior officer of the Bank in which such person, to the best of his or her knowledge after reasonable investigation, shall state that they believe you and they are justified in relying upon such certificates); (iiii) each other Significant Subsidiary of the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation; and all of the issued shares of capital stock of each such subsidiary have been duly and validly authorized and issued, are fully paid and nonassessable and (except as otherwise set forth in the Prospectus) are owned directly or indirectly by the Company, to such counsel's knowledge free and clear of all liens, encumbrances, equities or claims (such counsel being entitled to rely in respect of the opinion in this clause upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company or its subsidiaries, provided that such counsel shall state that they believe that you and they are justified in relying upon such opinions and certificates); (iv) the representations and warranties Company's authorized equity capitalization is as set forth in the Final Prospectus; the capital stock of the Bank in this Agreement are true and correct Company conforms in all material respects on to the description thereof contained in the Final Prospectus; the outstanding shares of Common Stock [including the Securities being sold hereunder by the Selling Stockholders] have been duly and as validly authorized and issued and are fully paid and nonassessable; the Securities [being sold hereunder by the Company] have been duly and validly authorized, and, when issued and delivered to and paid for by the Underwriters pursuant to this Agreement, will be fully paid and nonassessable; [the Securities being sold by the Selling Stockholders are duly qualified for inclusion in the Nasdaq National Market]; and the Securities being sold hereunder by the Company are duly qualified for inclusion in the Nasdaq National Market; the certificates for the Securities are in valid and sufficient form; and the holders of outstanding shares of capital stock of the Closing Date, (ii) Company are not entitled to preemptive or other rights to subscribe for the Bank has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, (iii) the representations and warranties of the Bank, as Seller and Servicer, in the Sale and Servicing Agreement Securities; and, as Depositor, in the Trust Agreement, are true and correct as of the dates specified in the Sale and Servicing Agreement and the Trust Agreement, (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are threatened by the Commission, (v) subsequent to the date of the Prospectus, there has been no material adverse change in the financial position or results of operation of the Bank's automotive finance business except as set forth in the Final Prospectus, no options, warrants or contemplated other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, shares of capital stock of or ownership interests in the Company are outstanding; (v) to the knowledge of such counsel, there is no pending or threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Prospectus Company or as described in such certificate and (vi) the Prospectus does not contain any untrue statement of its subsidiaries or its or their property of a material fact or omit to state a material fact character required to be stated therein disclosed in the Registration Statement which is not adequately disclosed in the Final Prospectus, and there is no franchise, contract or necessary other document of a character required to be described in order the Registration Statement or Final Prospectus, or to make be filed as an exhibit thereto, which is not described or filed as required; [and the statements thereinincluded or incorporated by reference in the Final Prospectus under the heading[s] "Tax Matters", in light "Regulatory Matters" and " " [if the Final Prospectus contains a discussion of specific legal or regulatory matters or proceedings, add references to appropriate sections of the circumstances in which they were made, not misleading. (l) On Final Prospectus] fairly summarize the Closing Date, $30,620,164.79 aggregate amount of Certificates shall have been issued and sold pursuant to the Certificate Underwriting Agreement. The Bank will furnish the Representative, or cause the Representative to be furnished, with such number of conformed copies of such opinions, certificates, letters and documents as the Representative reasonably requests.matters therein described];

Conditions to the Obligations of the Underwriters. The obligation obligations of the several Underwriters to purchase and pay for the Notes will Transition Bonds shall be subject to the accuracy of the representations and warranties on the part of the Bank Issuer and the Company contained herein as of the Execution Time and the Closing Date and on the date hereof part of the Company contained in the Sale Agreement and the Servicing Agreement as of the Closing Date, to the accuracy of the statements of officers of the Bank made pursuant to the provisions hereof, to the performance by the Bank Issuer and the Company of its their respective obligations hereunder and to the following additional conditions precedentconditions: (a) On If the Registration Statement has not become effective prior to the Execution Time, unless the Representative agrees in writing to a later time, the Registration Statement will become effective not later than (i) 6:00 PM New York City time, on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 PM New York City time on such date, or (ii) 12:00 Noon on the date hereofbusiness day following the day on which the public offering price was determined, if such determination occurred after 3:00 PM New York City time on such date; if filing of the Final Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Representative shall have received a letter (a "Procedures Letter")Final Prospectus, dated the date of this Agreement of each of Price Waterhouse LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP verifying the accuracy of any such financial and statistical data contained in the Prospectus as the Representative shall deem reasonably advisable. In additionsupplement, if any amendment or supplement to the Prospectus made after the date hereof contains financial or statistical data, the Representative shall have received a letter dated the Closing Date confirming each Procedures Letter and providing additional comfort on such new data. (b) The Prospectus Supplement shall have been filed in the manner and within the time period required by Rule 424(b) of the Rules and Regulations424 (b); and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Bank, Chase or The Chase Manhattan Corporation which, in the reasonable judgment of the Representative, materially impairs the investment quality of the Notes or makes it impractical to market the Notes; (ii) any suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Bank, Chase or The Chase Manhattan Corporation on any exchange or in the over-the-counter market by such exchange or over-the-counter market or by the Commission; (iii) any banking moratorium declared by federal or New York authorities; or (iv) any outbreak or material escalation of major hostilities or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representative, the effect of any such outbreak, escalation, calamity or emergency on the United States financial markets makes it impracticable or inadvisable to proceed with completion of the sale of and any payment for the Notes. (db) The Representative shall have received opinionsopinions of counsel for the Company, dated portions of which may be delivered by LeBoeuf, Lamb, Greene & MacRae, L.L.P., outside counsel for the Closing Date Company, and reasonably satisfactory, when taken together, in form and substance to the Representative, of ▇▇▇▇▇ons of w▇▇▇▇ ▇ay be delivered by Randall V. Griffin, in-house counsel for the Company, each da▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇te and each subject to customary qualifications, exceptions, and limitations, in form and substance reasonably satisfactory to the Representative, to the effect that: (i) the Company (a) has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is organized, (b) has all requisite corporate power to own its properties, conduct its business as presently conducted and execute, deliver and perform its obligations under this Agreement, the Sale Agreement, and the Servicing Agreement, as applicable, and (c) is duly qualified to do business, in all jurisdictions (and is in good standing under the laws of all such jurisdictions) to the extent that such qualification and good standing is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents to which the Company is party and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby; (ii) the Sale Agreement and the Servicing Agreement have been duly authorized, executed and delivered by the Company and constitute legal, valid and binding agreements of the Company enforceable against the Company in accordance with their terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium and other similar laws and to equitable principles affecting the rights and remedies of creditors generally); (iii) to the knowledge of such counsel, there is no pending or threatened action, suit or proceeding before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Final Prospectus, and there is no franchise, contract or other document of a character required to be described in the Registration Statement or Final Prospectus, or to be filed as an exhibit, which is not described or filed as required; (iv) this Agreement has been duly authorized, executed and delivered by the Company; (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the consummation by the Company, of the transactions contemplated herein, except such as have been obtained under the New Jersey Electric Discount and Energy Competition Act (the "Competition Act") and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Transition Bonds by the Underwriters and such other consents, approvals and authorizations as have been obtained; (vi) neither the execution and delivery of this Agreement, the Sale Agreement, or the Servicing Agreement, nor the consummation of the transactions contemplated by this Agreement, the Sale Agreement or the Servicing Agreement, nor the fulfillment of the terms of this Agreement, the Sale Agreement or the Servicing Agreement by the Company will (A) conflict with, result in any breach of any of the terms or provisions of, or constitute (with or without notice or lapse of time) a default under the articles of incorporation, bylaws or other organizational documents of the Company, or conflict with or breach any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, material agreement or other material instrument to which the Company is a party or by which the Company is bound, (B) result in the creation or imposition of any lien upon any properties of the Company pursuant to the terms of any such indenture, agreement or other instrument (other than as contemplated by the Basic Documents and the Competition Act), or (C) violate any law or any order, rule or regulation applicable to the Company of any court or of any federal or New Jersey regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Company or any of its properties; (vii) all filings, that are necessary to fully preserve and protect the interests of the Issuer in the Bondable Transition Property have been executed and filed; and (viii) neither the execution and delivery of this Agreement, the Sale Agreement, the Servicing Agreement or the Indenture, nor the issue and sale of the Transition Bonds, nor the consummation of the transactions contemplated by this Agreement, the Sale Agreement, the Servicing Agreement or the Indenture, nor the fulfillment of the terms of this Agreement, the Sale Agreement, the Servicing Agreement or the Indenture, by the Issuer will violate the terms of the Mortgage and Deed of Trust dated January 15, 1937, as amended, between the Company and The Bank of New York, as trustee. In rendering such opinions, such counsel may rely as to matters of fact, to the extent deemed proper, on certificates of responsible officers of the Company. References to the Final Prospectus in this paragraph (b) include any supplements thereto at the Closing Date. (c) The Representative shall have received opinions of counsel for the Issuer, portions of which may be delivered by LeBoeuf, Lamb, Greene & MacRae L.L.P., outside counsel for the Issuer, ▇▇▇ p▇▇▇▇▇▇s of whi▇▇, special counsel to the Bank, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ & Fingerbe delivered by Randall V. Griffin, special in-house counsel to the Trust, and such other counsel otherwise reasonably acceptable to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (e) The Representative shall have received an opinion or opinions of Company, each da▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇te, special counsel to the Bank, dated the Closing Date and satisfactory in form and substance reasonably satisfactory to the Representative, with respect to certain matters relating to the transfers of the Receivables from the Bank to the Trust and with respect to a grant of a security interest in the Receivables to the Indenture Trustee, and an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, with respect to the perfection of the Trust's and the Indenture Trustee's interests in the Receivables. (f) The Representative shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Underwriters, such opinion or opinions, dated the Closing Date (g) The Representative shall have received an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special tax counsel to the Bank, dated the Closing Date and reasonably satisfactory in form and to the effect (a) that under current law the Notes will be characterized as debt, and the Trust will not be characterized as an association (or a publicly traded partnership) taxable as a corporation for United States federal income tax purposes and (b) that, subject to the qualifications set forth therein, the discussion set forth in the Prospectus Supplement under the caption "Certain Federal Income Tax Consequences" is an accurate summary of the United States federal income tax matters described therein. (h) The Representative shall have received an opinion of ▇▇▇▇▇▇ & Whitney LLP, counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the transactions contemplated by this Agreement. In rendering such opinions, counsel to the Indenture Trustee may rely on the opinion of the office of the general counsel to the Indenture Trustee.: (i) The Representative shall have received an opinion the Issuer has been duly formed and is validly existing as a limited liability company and is in good standing under the laws of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Owner Trustee, and such other counsel reasonably satisfactory to the Representative and its counsel, dated the Closing Date and satisfactory in form and substance to the RepresentativeState of Delaware, with respect all requisite limited liability company power to such matters as are customary for the type of transaction contemplated by execute, deliver and perform its obligations under this Agreement., the Sale Agreement, the Servicing Agreement, the Administration Agreement and the Indenture; (j) The Class A-1 Notes shall have been rated "A-1+" by Standard & Poor's, P-1 by ▇▇▇▇▇'▇ and "F-1+" by Fitch. The Class A-2 Notes, Class A-3 Notes and Class A-4 Notes shall have been rated "AAA" by Standard & Poor's, Aaa by ▇▇▇▇▇'▇ and "AAA" by Fitch. The Certificates shall have been rated "A+" by Standard & Poor's, A2 by ▇▇▇▇▇'▇ and "A+" and by Fitch. (k) The Representative shall have received a certificate, dated the Closing Date, of an attorney-in-fact, a Vice President or more senior officer of the Bank in which such person, to the best of his or her knowledge after reasonable investigation, shall state that (i) the representations and warranties of the Bank in this Agreement are true and correct in all material respects on and as of the Closing Date, (ii) the Bank has complied Sale Agreement, the Servicing Agreement, the Administration Agreement and the Indenture have been duly authorized, executed and delivered by the Issuer and constitute legal, valid and binding agreements of the Issuer enforceable against the Issuer in accordance with all agreements their terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium and satisfied all conditions on its part other similar laws and to be performed or satisfied hereunder at or prior equitable principles affecting the rights and remedies of creditors generally); and the Transition Bonds have been duly authorized and executed by the Issuer, and when authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, will constitute legal, valid and binding obligations of the Issuer entitled to the Closing Datebenefits of the Indenture and enforceable against the Issuer in accordance with their terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium and other similar laws and to equitable principles affecting the rights and remedies of creditors generally); (iii) this Agreement has been duly authorized, executed and delivered by the representations and warranties of the Bank, as Seller and Servicer, in the Sale and Servicing Agreement and, as Depositor, in the Trust Agreement, are true and correct as of the dates specified in the Sale and Servicing Agreement and the Trust Agreement, Issuer; (iv) the Indenture has been duly qualified under the Trust Indenture Act; (v) to the knowledge of such counsel, there is no pending or threatened action, suit or proceeding before any court or governmental agency, authority or body or any arbitrator involving the Issuer, or relating to the Transition Bonds, the Competition Act, the bondable stranded costs rate order issued by the BPU to the Company on September 20, 2002 (the "Financing Order") or the use and enjoyment of Bondable Transition Property of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Final Prospectus, and there is no franchise, contract or other document of a character required to be described in the Registration Statement or Final Prospectus, or to be filed as an exhibit to the Registration Statement, which is not described or filed as required; (vi) the Registration Statement has become effective under the Act; any required filing of the Basic Prospectus, any Preliminary Final Prospectus and the Final Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); to the knowledge of such counsel (and after being advised by the staff of the Commission to such effect), no stop order suspending the effectiveness of the Registration Statement has been issued and issued, no proceedings for that purpose have been instituted or are threatened by threatened, and the Commission, Registration Statement and the Final Prospectus (vother than the financial statements and the notes and schedules thereto and other financial and statistical information contained therein and in the Form T-1 as to which such counsel need express no belief) subsequent comply as to form in all material respects with the date applicable requirements of the ProspectusAct, there the Exchange Act and the Trust Indenture Act and the respective rules thereunder; in addition, such counsel shall confirm, on the basis of certain assumptions, that such counsel has been no material adverse change in reason to believe that at the financial position or results of operation of Effective Date the Bank's automotive finance business except as set forth in or contemplated by the Prospectus or as described in such certificate and (vi) the Prospectus does not contain Registration Statement contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances in under which they were made, not misleading.misleading or that the Final Prospectus as of its date and the Closing Date includes any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (other than the financial statements and other financial and statistical information contained therein as to which such counsel need express no belief); (lvii) On no consent, approval, authorization or order of any court or governmental agency or body is required for the Closing Dateconsummation by the Issuer of the transactions contemplated herein, $30,620,164.79 aggregate amount of Certificates shall except such as have been issued obtained under the Competition Act and sold such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Transition Bonds by the Underwriters and such other consents, approvals and authorizations as have been obtained; (viii) neither the execution and delivery of this Agreement, the Sale Agreement, the Servicing Agreement, the Administration Agreement or the Indenture, nor the issue and sale of the Transition Bonds, nor the consummation of the transactions contemplated by this Agreement, the Sale Agreement, the Servicing Agreement, the Administration Agreement or the Indenture, nor the fulfillment of the terms of this Agreement, the Sale Agreement, the Servicing Agreement, the Administration Agreement or the Indenture by the Issuer, will (A) conflict with, result in any breach of any of the terms or provisions of, or constitute (with or without notice or lapse of time) a default under the Issuer LLC Agreement, or conflict with or breach any of the terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument known to such counsel and to which the Issuer is a party or by which the Issuer is bound, (B) result in the creation or imposition of any lien upon any properties of the Issuer pursuant to the Certificate Underwriting Agreement. The Bank will furnish terms of any such indenture, agreement or other instrument (other than as contemplated by the RepresentativeBasic Documents and the Competition Act), or cause (C) violate any law or any order, rule or regulation applicable to the Representative Issuer of any court or of any federal or New Jersey or Delaware regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Issuer, or any of its properties; (ix) the Indenture is effective to create in favor of the Bond Trustee for the benefit of the Transition Bondholders a security interest in the Collateral (as defined in the Indenture) consisting of the Bondable Transition Property and (to the extent a security interest therein can be furnishedgranted under the New Jersey UCC or the Delaware UCC, as applicable) in the proceeds of the Bondable Transition Property; upon the issuance of the Transition Bonds and the giving of value to the Issuer by the Bond Trustee on behalf of the purchasers of the Transition Bonds with respect to the Bondable Transition Property and such number proceeds, such security interest in the Bondable Transition Property, and in the portion of conformed copies the proceeds of the Bondable Transition Property in which a security interest can be perfected by filing in the respective jurisdictions, will be perfected; and based solely on the Search Reports and factual certificates, such perfected security interest will rank prior to any other security interest of any other creditor of the Issuer with respect to the Bondable Transition Property and such portion of such opinionsproceeds; (x) the Indenture is effective to create in favor of the Bond Trustee for the benefit of the Transition Bondholders a security interest in the Collateral consisting of the Issuer's rights in the Sale Agreement, the Bill of Sale, the Servicing Agreement and the Administration Agreement (collectively, the "Pledged Contracts"); upon the issuance of the Transition Bonds and the giving of value to the Issuer by the Bond Trustee on behalf of the purchasers of the Transition Bonds with respect to the Pledged Contracts, such security interest in the Pledge Contracts will be perfected; and based solely on the Search Reports and factual certificates, letters such perfected security interest will rank prior to any other security interest of any other creditor of the Issuer with respect to the Pledged Contracts; (xi) the Indenture is effective to create in favor of the Bond Trustee for the benefit of the Transition Bondholders a security interest in (i) the Collection Account and documents the Subaccounts (each as defined in the Representative reasonably requests.Indenture) for the Series (collectively, the "Accounts") and (ii) to the extent a security interest therein can be granted under the New Jersey UCC, all of the Collateral held in or credited to the Accounts; and assuming that (i) the Bond Trustee in its capacity as securities intermediary is a "securities intermediary" within the meaning of Section 8-102(a)(4) of the New Jersey UCC, (ii) the parties to the Indenture and the Control Agreement (as defined in the Indenture) comply with the terms thereof, and (iii) no person or other entity other than the Bond Trustee in its capacity as trustee under the Indenture obtains and maintains "control" (as defined in Section 8-106 of the New Jersey UCC) of the Accounts or of any suc

Conditions to the Obligations of the Underwriters. The obligation obligations of the several Underwriters to purchase the Underwritten Securities and pay for the Notes will Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Bank Company and the Selling Stockholders contained herein on the date hereof and as of the Execution Time, the Closing DateDate and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of officers of the Bank Company and the Selling Stockholders made in any certificates pursuant to the provisions hereof, to the performance by the Bank Company and the Selling Stockholders of its their respective obligations hereunder and to the following additional conditions precedentconditions: (a) On If the Registration Statement has not become effective prior to the Execution Time, unless the Representatives agree in writing to a later time, the Registration Statement will become effective not later than (i) 6:00 PM New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 PM New York City time on such date or (ii) 9:30 AM on the date hereofBusiness Day following the day on which the public offering price was determined, if such determination occurred after 3:00 PM New York City time on such date; if filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Representative shall have received a letter (a "Procedures Letter")Prospectus, dated the date of this Agreement of each of Price Waterhouse LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP verifying the accuracy of any such financial and statistical data contained in the Prospectus as the Representative shall deem reasonably advisable. In additionsupplement, if any amendment or supplement to the Prospectus made after the date hereof contains financial or statistical data, the Representative shall have received a letter dated the Closing Date confirming each Procedures Letter and providing additional comfort on such new data. (b) The Prospectus Supplement shall have been will be filed in the manner and within the time period required by Rule 424(b) of the Rules and Regulations); and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (cb) Subsequent to the execution The Company shall have requested and delivery of this Agreementcaused Bracewell & Patterson, there shall not have occurred (i) any changeL.L.P., or any development involving a prospective change, in or affecting particularly the business or properties of the Bank, Chase or The Chase Manhattan Corporation which, in the reasonable judgment of the Representative, materially impairs the investment quality of the Notes or makes it impractical to market the Notes; (ii) any suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Bank, Chase or The Chase Manhattan Corporation on any exchange or in the over-the-counter market by such exchange or over-the-counter market or by the Commission; (iii) any banking moratorium declared by federal or New York authorities; or (iv) any outbreak or material escalation of major hostilities or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representative, the effect of any such outbreak, escalation, calamity or emergency on the United States financial markets makes it impracticable or inadvisable to proceed with completion of the sale of and any payment counsel for the Notes. (d) The Representative shall Company, to have received opinions, dated the Closing Date and reasonably satisfactory, when taken together, in form and substance to the Representative, of fu▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & o the ▇▇▇▇▇▇▇▇, special counsel to the Bank, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, and such other counsel otherwise reasonably acceptable to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (e) The Representative shall have received an opinion or opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the Bankentatives their opinion, dated the Closing Date and satisfactory in form and substance addressed to the RepresentativeRepresentatives, to the effect that: (i) each of the Company and BEI Electronics Ireland Limited, a Republic of Ireland private limited company (the "Subsidiary"), has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is chartered or organized, with respect full corporate power and authority to certain matters relating own or lease, as the case may be, and to operate its properties and conduct its business as described in the Prospectus, and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification; (ii) all the outstanding shares of capital stock of the Subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Prospectus, all outstanding shares of capital stock of the Subsidiary are owned by the Company either directly or through wholly owned subsidiaries free and clear of any perfected security interest and, to the transfers knowledge of such counsel, after due inquiry, any other security interest, claim, lien or encumbrance; (iii) the Company's authorized equity capitalization is as set forth in the Prospectus; the capital stock of the Receivables from the Bank Company conforms in all material respects to the Trust description thereof contained in the Prospectus; the outstanding shares of Common Stock (including the Securities being sold hereunder by the Selling Stockholders) have been duly and with respect validly authorized and issued and are fully paid and nonassessable; the Securities being sold hereunder by the Company have been duly and validly authorized, and, when issued and delivered to a grant and paid for by the Underwriters pursuant to this Agreement, will be fully paid and nonassessable; the Securities being sold by the Selling Stockholders are duly listed, and admitted and authorized for trading on the New York Stock Exchange and the Securities being sold hereunder by the Company are duly listed, and admitted and authorized for trading, subject to official notice of issuance, on the New York Stock Exchange; the certificates for the Securities are in valid and sufficient form; the holders of outstanding shares of capital stock of the Company are not entitled to preemptive or other rights to subscribe for the Securities; and, except as set forth in the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, shares of capital stock of or ownership interests in the Company are outstanding; (iv) to the knowledge of such counsel, there is no pending or threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property of a security interest character required to be disclosed in the Receivables Registration Statement which is not adequately disclosed in the Prospectus, and there is no franchise, contract or other document of a character required to be described in the Registration Statement or Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; (v) the Registration Statement has become effective under the Act; any required filing of the Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); to the Indenture Trusteeknowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued, no proceedings for that purpose have been instituted or threatened and the Registration Statement and the Prospectus (other than the financial statements and other financial information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the Exchange Act and the respective rules thereunder; and such counsel has no reason to believe that on the Effective Date or at the Execution Time the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus as of its date and on the Closing Date included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial information contained therein, as to which such counsel need express no opinion); (vi) this Agreement has been duly authorized, executed and delivered by the Company; (vii) the Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Prospectus, will not be, an "investment company" as defined in the Investment Company Act of 1940, as amended; (viii) no consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated herein, except such as have been obtained under the Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated in this Agreement and in the Prospectus and such other approvals (specified in such opinion) as have been obtained; (ix) neither the issue and sale of the Securities, nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof will conflict with, result in a breach or violation of or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to, (1) the charter or by-laws of the Company or its subsidiaries, (2) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or its subsidiaries is a party or bound or to which its or their property is subject, or (3) any statute, law, rule, regulation, judgment, order or decree applicable to the Company or its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or its subsidiaries or any of its or their properties; and (x) no holders of securities of the Company have rights to the registration of such securities under the Registration Statement except for such rights of the Selling Stockholders. In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the States of New York and Texas or the Federal laws of the United States, to the extent they deem proper and specified in such opinion, upon the opinion of ▇▇▇▇▇▇▇▇other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriters and (B) as to matters of fact, ▇▇▇to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Prospectus in this paragraph (b) include any supplements thereto at the Closing Date. (c) The Selling Stockholders shall have requested and caused Wyatt, Tarrant & Combs, counsel for the Selling Stockholders, to h▇▇▇ & Finger▇urnished to ▇▇▇ ▇epresentatives their opinion dated the Closing Date and addressed to the Representatives, special to the effect that: (i) this Agreement has been duly authorized, executed and delivered by the Selling Stockholders and each Selling Stockholder has full legal right and authority to sell, transfer and deliver in the manner provided in this Agreement the Securities being sold by such Selling Stockholder hereunder; (ii) the delivery by each Selling Stockholder to the several Underwriters of certificates for the Securities being sold hereunder by such Selling Stockholder against payment therefor as provided herein, will pass good and marketable title to such Securities to the several Underwriters, free and clear of all liens, encumbrances, equities and claims whatsoever; (iii) no consent, approval, authorization or order of any court or governmental agency or body is required for the consummation by any Selling Stockholder of the transactions contemplated herein, except such as may have been obtained under the Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters and such other approvals (specified in such opinion) as have been obtained; and (iv) neither the sale of the Securities being sold by any Selling Stockholder nor the consummation of any other of the transactions herein contemplated by any Selling Stockholder or the fulfillment of the terms hereof by any Selling Stockholder will conflict with, result in a breach or violation of, or constitute a default under any law or the charter or By-laws of the Selling Stockholder or the terms of any indenture or other agreement or instrument known to such counsel and to which any Selling Stockholder [or any of its subsidiaries] is a party or bound, or any judgment, order or decree known to such counsel to be applicable to any Selling Stockholder [or any of its subsidiaries] of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over any Selling Stockholder [or any of its subsidiaries]. In rendering such opinion, such counsel may rely (A) as to matters involving the Trustapplication of laws of any jurisdiction other than the State of [ ] or the Federal laws of the United States, with respect to the perfection extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriters, and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Trust's Selling Stockholders and the Indenture Trustee's interests in the Receivablespublic officials. (fd) The Representative Representatives shall have received from ▇▇▇▇▇▇Cravath, ▇▇▇▇ Swaine & ▇▇▇▇▇▇▇▇ LLPMoore, counsel to for the Underwriters, such opinion or opinions, dated the Closing Date (g) The Representative shall have received an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special tax counsel Date and addressed to the Bank, dated the Closing Date and reasonably satisfactory in form and to the effect (a) that under current law the Notes will be characterized as debt, and the Trust will not be characterized as an association (or a publicly traded partnership) taxable as a corporation for United States federal income tax purposes and (b) that, subject to the qualifications set forth therein, the discussion set forth in the Prospectus Supplement under the caption "Certain Federal Income Tax Consequences" is an accurate summary of the United States federal income tax matters described therein. (h) The Representative shall have received an opinion of ▇▇▇▇▇▇ & Whitney LLP, counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the RepresentativeRepresentatives, with respect to such the issuance and sale of the Securities, the Registration Statement, the Prospectus (together with any supplement thereto) and other related matters as are customary the Representatives may reasonably require, and the Company and each Selling Stockholder shall have furnished to such counsel such documents as they request for the transactions contemplated by this Agreement. In rendering purpose of enabling them to pass upon such opinions, counsel to the Indenture Trustee may rely on the opinion of the office of the general counsel to the Indenture Trusteematters. (ie) The Representative Company shall have received an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel furnished to the Owner TrusteeRepresentatives a certificate of the Company, signed by the Chairman of the Board or the President and such other counsel reasonably satisfactory to the Representative and its counsel, dated principal financial or accounting officer of the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (j) The Class A-1 Notes shall have been rated "A-1+" by Standard & Poor's, P-1 by ▇▇▇▇▇'▇ and "F-1+" by Fitch. The Class A-2 Notes, Class A-3 Notes and Class A-4 Notes shall have been rated "AAA" by Standard & Poor's, Aaa by ▇▇▇▇▇'▇ and "AAA" by Fitch. The Certificates shall have been rated "A+" by Standard & Poor's, A2 by ▇▇▇▇▇'▇ and "A+" and by Fitch. (k) The Representative shall have received a certificateCompany, dated the Closing Date, of an attorney-in-fact, a Vice President or more senior officer of the Bank in which such person, to the best effect that the signers of his or her knowledge after reasonable investigationsuch certificate have carefully examined the Registration Statement, shall state that the Prospectus, any supplements to the Prospectus and this Agreement and that: (i) the representations and warranties of the Bank Company in this Agreement are true and correct in all material respects on and as of the Closing Date, (ii) Date with the Bank same effect as if made on the Closing Date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, ; (iii) the representations and warranties of the Bank, as Seller and Servicer, in the Sale and Servicing Agreement and, as Depositor, in the Trust Agreement, are true and correct as of the dates specified in the Sale and Servicing Agreement and the Trust Agreement, (ivii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are threatened by or, to the CommissionCompany's knowledge, threatened; and (viii) subsequent to since the date of the Prospectusmost recent financial statements included or incorporated by reference in the Prospectus (exclusive of any supplement thereto), there has been no material adverse change effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the financial position or results ordinary course of operation of the Bank's automotive finance business business, except as set forth in or contemplated by in the Prospectus or as described in such certificate and (vi) the Prospectus does not contain exclusive of any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleadingsupplement thereto). (lf) On Each Selling Stockholder shall have furnished to the Representatives a certificate, signed by the Chairman of the Board or the President and the principal financial or accounting officer of such Selling Stockholder, dated the Closing Date, $30,620,164.79 aggregate amount to the effect that the signers of Certificates such certificate have carefully examined the Registration Statement, the Prospectus, any supplement to the Prospectus and this Agreement and that the representations and warranties of such Selling Stockholder in this Agreement are true and correct in all material respects on and as of the Closing Date to the same effect as if made on the Closing Date. (g) The Company shall have been issued requested and sold pursuant caused KPMG LLP to have furnished to the Certificate Underwriting AgreementRepresentatives, at the Execution Time and at the Closing Date, letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representatives, confirming that they are independent accountants within the meaning of the Act and the Exchange Act and the respective applicable rules and regulations adopted by the Commission thereunder and that they have performed a review of the unaudited interim financial information of the Company for the three-month period ended March 31, 1999, and as at March 31, 1999, in accordance with Statement on Auditing Standards No. The Bank will furnish 71, and stating in effect that: (i) in their opinion the Representativeaudited financial statements and financial statement schedules included or incorporated by reference in the Registration Statement and the Prospectus and reported on by them comply as to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related rules and regulations adopted by the Commission; (ii) on the basis of a reading of the latest unaudited financial statements made available by the Company and its subsidiaries; their limited review, or cause in accordance with standards established under Statement on Auditing Standards No. 71, of the Representative to be furnishedunaudited interim financial information for the three-month period ended March 31, 1999, and as at March 31, 1999; carrying out certain specified procedures (but not an examination in accordance with such number of conformed copies of such opinions, certificates, letters and documents as the Representative reasonably requests.generally accepted auditing standards) which would not

Conditions to the Obligations of the Underwriters. The obligation ------------------------------------------------- obligations of the several Underwriters to purchase and pay for the Notes will Securities shall be subject to the accuracy of the representations and warranties on the part of the Bank Company, the Subsidiary Guarantors and the Parent contained herein on the date hereof and as of the Execution Time, the Closing DateDate and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of officers of the Bank Company, the Subsidiary Guarantors and the Parent made in any certificates pursuant to the provisions hereof, to the performance by the Bank Company, the Subsidiary Guarantors and the Parent of its their respective obligations hereunder and to the following additional conditions precedentconditions: (a) On If the Registration Statement has not become effective prior to the Execution Time, unless the Representatives agree in writing to a later time, the Registration Statement will become effective not later than (i) 6:00 PM New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 PM New York City time on such date or (ii) 9:30 AM on the date hereofBusiness Day following the day on which the public offering price was determined, if such determination occurred after 3:00 PM New York City time on such date; if filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Representative shall have received a letter (a "Procedures Letter")Prospectus, dated the date of this Agreement of each of Price Waterhouse LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP verifying the accuracy of any such financial and statistical data contained in the Prospectus as the Representative shall deem reasonably advisable. In additionsupplement, if any amendment or supplement to the Prospectus made after the date hereof contains financial or statistical data, the Representative shall have received a letter dated the Closing Date confirming each Procedures Letter and providing additional comfort on such new data. (b) The Prospectus Supplement shall have been will be filed in the manner and within the time period required by Rule 424(b) of the Rules and Regulations); and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (cb) Subsequent The Company shall have requested and caused Dechert, counsel for the Company and the Subsidiary Guarantors, to have furnished to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Bank, Chase or The Chase Manhattan Corporation which, in the reasonable judgment of the Representative, materially impairs the investment quality of the Notes or makes it impractical to market the Notes; (ii) any suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Bank, Chase or The Chase Manhattan Corporation on any exchange or in the over-the-counter market by such exchange or over-the-counter market or by the Commission; (iii) any banking moratorium declared by federal or New York authorities; or (iv) any outbreak or material escalation of major hostilities or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representative, the effect of any such outbreak, escalation, calamity or emergency on the United States financial markets makes it impracticable or inadvisable to proceed with completion of the sale of and any payment for the Notes. (d) The Representative shall have received opinionsRepresentatives their opinion, dated the Closing Date and reasonably satisfactoryaddressed to the Representatives, to the effect that: (i) each of the Company and the Subsidiary Guarantors, a corporation organized under the laws of the Commonwealth of Pennsylvania, has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is incorporated, with corporate power and corporate authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Prospectus, and, in the case of the Company, is duly qualified to do business as a foreign corporation and is in good standing under the laws of the Commonwealth of Pennsylvania; (ii) except as otherwise set forth in the Prospectus, the outstanding shares of capital stock of Constar, Inc. and Constar Foreign Holdings, Inc. owned by the Company are owned either directly or through wholly owned subsidiaries free and clear of any perfected security interest and, to the knowledge of such counsel, any other security interest, claim, lien or encumbrance; and to the knowledge of such counsel, based solely upon a report as to UCC financing statements on file against the Company, Constar Foreign Holdings, Inc., Crown Cork & Seal Company, Inc., Crown UK Holdings Ltd. and Crown Cork Netherlands Holding BV with the Secretary of State of the State of New York, the Secretary of State of the Commonwealth of Pennsylvania and the Secretary of State of the State of Delaware, there is no security interest, claim, lien or encumbrance with respect to the outstanding shares of capital stock of Constar International Holland (Plastics) BV and Constar International UK Ltd.; (iii) the Company's authorized equity capitalization is as set forth in the Prospectus and the Securities conform in all material respects to the description thereof contained in the Prospectus; (iv) the Indenture has been duly authorized, executed and delivered by the Company and the Subsidiary Guarantors, has been duly qualified under the Trust Indenture Act, and, assuming due authentication, execution and delivery by the Trustee, constitutes a legal, valid and binding instrument enforceable against the Company and the Subsidiary Guarantors in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law); and the Securities have been duly authorized and, when taken togetherexecuted and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to this Agreement, in form will constitute legal, valid and substance binding obligations of the Company and the Subsidiary Guarantors entitled to the Representativebenefits of the Indenture; (v) the Subsidiary Guarantees have been duly authorized and, when the Securities have been duly executed and authenticated in accordance with the provisions of ▇▇▇▇▇▇▇ ▇▇the Indenture and delivered to and paid for by the Underwriters pursuant to this Agreement, will constitute legal, valid and binding obligations of each Subsidiary Guarantor, enforceable in accordance with their terms (subject, as to enforcement and remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally from time to time in effect, and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law) and entitled to the benefits of the Indenture; (vi) the statements included in the Prospectus under the heading "Material United States Federal Tax Consequences," insofar as such statements constitute a summary of the legal matters or documents referred to therein, fairly present the information called for with respect to such legal matters or documents; (vii) the Registration Statement has become effective under the Act; any required filing of the Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued, no proceedings for that purpose have been instituted or threatened; (viii) this Agreement has been duly authorized, executed and delivered by the Company and the Subsidiary Guarantors; (ix) the Company is not and, after giving effect to the offering and sale of the Securities (including the concurrent Common Stock Offering and the Company's concurrent receipt of term loans as described in the Prospectus) and the application of the proceeds thereof as described in the Prospectus, will not be an "investment company" as defined in the Investment Company Act of 1940, as amended; (x) no consent, approval, authorization, filing with or order of any Pennsylvania, New York, Delaware or U.S. Federal court or governmental agency or body is required for the consummation by the Company and the Subsidiary Guarantors of the transactions contemplated herein, except (1) such as have been obtained under the Act, (2) such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities or the Subsidiary Guarantees by the Underwriters in the manner contemplated in this Agreement and in the Prospectus, as to which such counsel need express no opinion, (3) such other approvals (specified in such opinion) as have been obtained and (4) except where the failure to obtain such consent, approval, authorization, filing or order would not have a material adverse effect on the issuance and sale of the Securities or the Subsidiary Guarantees or the consummation of any of the other transactions contemplated herein; (xi) neither the execution and delivery of the Indenture, nor the issue and sale of the Securities, nor the consummation of any other of the transactions contemplated herein nor the fulfillment of the terms hereof will (1) conflict with or result in a breach or violation of the charter or by-laws of the Company or the Subsidiary Guarantors, (2) result in a material breach or violation of, or the imposition of any material lien, charge or encumbrance upon any property or assets of the Company, its Subsidiaries or the Subsidiary Guarantors pursuant to the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument that is material to the Company and its subsidiaries, taken as a whole, and that is known to such counsel after due inquiry to which the Company, its Subsidiaries or the Subsidiary Guarantors is a party or bound or to which its or their property is subject, or (3) conflict with or violate in any material respect any Delaware corporate, Pennsylvania, New York or U.S. Federal statute, law, rule or regulation applicable to the Company, its Subsidiaries or the Subsidiary Guarantors, or any judgment, order or decree known to such counsel after due inquiry to be applicable to the Company, its Subsidiaries or the Subsidiary Guarantors of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, its Subsidiaries or the Subsidiary Guarantors or any of its or their properties (other than U.S. Federal or state securities or blue sky laws, other anti-fraud laws and fraudulent transfer laws and bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights, as to which such counsel need not express any opinion); and (xii) no holders of securities of the Company have rights to the registration of such securities under the Registration Statement. In rendering such opinion, such counsel may state that their opinion is limited to matters governed by the Federal laws of the United States of America, the law of the Commonwealth of Pennsylvania, the law of the State of New York and the General Corporation Law of the State of Delaware. In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the Commonwealth of Pennsylvania, the State of Delaware, the State of New York or the Federal laws of the United States and as to matters involving the application of laws relating to intellectual property, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriters and (B) as to matters of fact, to the extent they deem proper, on written statements or certificates of responsible officers of the Company, the Subsidiary Guarantors and public officials. References to the Prospectus in this paragraph (b) include any supplements thereto at the Closing Date. Such counsel shall also have furnished to the Underwriters a written statement, addressed to the Underwriters and dated the Closing Date (or the applicable settlement date) to the effect that (i) the Registration Statement and the Prospectus (other than the financial statements (including pro forma financial statements and notes to financial statements or pro forma financial statements) and related schedules and other financial, accounting or statistical information included in or excluded from the Registration Statement or the Prospectus, as to which such counsel need express no belief) appear on their face to be appropriately responsive in all material respects to the requirements of the Act and the Trust Indenture Act and the respective rules and regulations thereunder and (ii) such counsel participated in conferences with officers and representatives of the Company, representatives of the Subsidiary Guarantors, PricewaterhouseCoopers LLP, the Underwriters, the Parent and Cleary, Gottlieb, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ in connection with the preparation of the Registration Statement, special counsel and based on the foregoing and without assuming responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement except as provided in clause 6(b)(vi) above or making any independent check or verification thereof (and relying as to factual matters upon the statements of officers and other representatives of the Company, the Subsidiary Guarantors, the Parent and others), no facts have come to the Bank, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special attention of such counsel which lead them to the Trust, and such other counsel otherwise reasonably acceptable to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (e) The Representative shall have received an opinion or opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the Bank, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to certain matters relating to the transfers of the Receivables from the Bank to the Trust and with respect to a grant of a security interest in the Receivables to the Indenture Trustee, and an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, with respect to the perfection of the Trust's and the Indenture Trustee's interests in the Receivables. (f) The Representative shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Underwriters, such opinion or opinions, dated the Closing Date (g) The Representative shall have received an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special tax counsel to the Bank, dated the Closing Date and reasonably satisfactory in form and to the effect (a) that under current law the Notes will be characterized as debt, and the Trust will not be characterized as an association (or a publicly traded partnership) taxable as a corporation for United States federal income tax purposes and (b) that, subject to the qualifications set forth therein, the discussion set forth in the Prospectus Supplement under the caption "Certain Federal Income Tax Consequences" is an accurate summary of the United States federal income tax matters described therein. (h) The Representative shall have received an opinion of ▇▇▇▇▇▇ & Whitney LLP, counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the transactions contemplated by this Agreement. In rendering such opinions, counsel to the Indenture Trustee may rely on the opinion of the office of the general counsel to the Indenture Trustee. (i) The Representative shall have received an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Owner Trustee, and such other counsel reasonably satisfactory to the Representative and its counsel, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (j) The Class A-1 Notes shall have been rated "A-1+" by Standard & Poor's, P-1 by ▇▇▇▇▇'▇ and "F-1+" by Fitch. The Class A-2 Notes, Class A-3 Notes and Class A-4 Notes shall have been rated "AAA" by Standard & Poor's, Aaa by ▇▇▇▇▇'▇ and "AAA" by Fitch. The Certificates shall have been rated "A+" by Standard & Poor's, A2 by ▇▇▇▇▇'▇ and "A+" and by Fitch. (k) The Representative shall have received a certificate, dated the Closing Date, of an attorney-in-fact, a Vice President or more senior officer of the Bank in which such person, to the best of his or her knowledge after reasonable investigation, shall state believe that (iI) the representations and warranties of the Bank in this Agreement are true and correct in all material respects on and Registration Statement, as of the Closing Effective Date, (ii) the Bank has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, (iii) the representations and warranties of the Bank, as Seller and Servicer, in the Sale and Servicing Agreement and, as Depositor, in the Trust Agreement, are true and correct as of the dates specified in the Sale and Servicing Agreement and the Trust Agreement, (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are threatened by the Commission, (v) subsequent to the date of the Prospectus, there has been no material adverse change in the financial position or results of operation of the Bank's automotive finance business except as set forth in or contemplated by the Prospectus or as described in such certificate and (vi) the Prospectus does not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading or (II) the Prospectus, as of its date and as of the Closing Date (and any applicable settlement date), contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances in under which they were made, not misleading, except that such counsel need not express a belief as to any financial statements (including pro forma financial statements and notes to financial statements or pro forma financial statements) and related schedules, and other financial, accounting or statistical information included in or excluded from the Registration Statement or the Prospectus. (lc) On The Parent shall have requested and caused Dechert, counsel for the Parent, to have furnished to the Representatives their opinion dated the Closing DateDate and addressed to the Representatives, $30,620,164.79 aggregate amount to the effect that: (i) this Agreement has been duly authorized, executed and delivered by the Parent; (ii) no consent, approval, authorization or order of Certificates shall any Pennsylvania or U.S. Federal court or governmental agency or body is required for the consummation by the Parent of the transactions contemplated herein, except (1) such as may have been issued obtained under the Act, (2) such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated in this Agreement and in the Prospectus, as to which such counsel need express no opinion, (3) such other approvals (specified in such opinion) as have been obtained and (4) where the failure to obtain such consent, approval, authorization, or order would not have a material adverse effect on the issuance and sale of the Securities or the consummation of any of the other transactions contemplated herein; and (iii) neither the issue or sale of the Securities being sold hereunder nor the consummation of any other of the transactions contemplated herein by the Parent nor the fulfillment of the terms hereof by the Parent will (1) conflict with or result in a breach or violation of the charter or by-laws of the Parent, (2) result in a material breach or violation of, or the imposition of any material lien, charge or encumbrance upon any property or assets of the Parent pursuant to the Certificate Underwriting Agreement. The Bank will furnish terms of any material indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument known to such counsel after due inquiry to which the RepresentativeParent is a party or bound or to which its property is subject, or cause (3) conflict with or violate in any material respect any Pennsylvania, New York or U.S. Federal statute, law, rule or regulation applicable to the Representative Parent, or any judgment, order or decree known to such counsel after due inquiry to be furnishedapplicable to the Parent of any court, with regulatory body, administrative agency, governmental body, or arbitrator or other authority having jurisdiction over the Parent or any of its properties (other than U.S. Federal or state securities or blue sky laws, other anti-fraud laws and fraudulent transfer laws and bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights, as to which such number counsel need not express any opinion). In rendering such opinion, such counsel may state that their opinion is limited to matters governed by the Federal law of conformed copies of such opinions, certificates, letters and documents as the Representative reasonably requests.the

Conditions to the Obligations of the Underwriters. The obligation -------------------------------------------------- obligations of the several Underwriters to purchase and pay for the Notes will Securities shall be subject to the accuracy of the representations and warranties on the part of the Bank Company contained herein on the date hereof and as of the Execution Time and the Closing Date, to the accuracy of the statements of officers of the Bank Company made in any certificates pursuant to the provisions hereof, to the performance by the Bank Company of its obligations hereunder and to the following additional conditions precedentconditions: (a) On If the Registration Statement has not become effective prior to the Execution Time, unless the Representatives agree in writing to a later time, the Registration Statement will become effective not later than (i) 6:00 PM New York City time, on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 PM New York City time on such date or (ii) 9:30 AM on the date hereofBusiness Day following the day on which the public offering price was determined, if such determination occurred after 3:00 PM New York City time on such date; if filing of the Final Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Representative shall have received a letter (a "Procedures Letter")Final Prospectus, dated the date of this Agreement of each of Price Waterhouse LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP verifying the accuracy of any such financial and statistical data contained in the Prospectus as the Representative shall deem reasonably advisable. In additionsupplement, if any amendment or supplement to the Prospectus made after the date hereof contains financial or statistical data, the Representative shall have received a letter dated the Closing Date confirming each Procedures Letter and providing additional comfort on such new data. (b) The Prospectus Supplement shall have been will be filed in the manner and within the time period required by Rule 424(b) of the Rules and Regulations); and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Bank, Chase or The Chase Manhattan Corporation which, in the reasonable judgment of the Representative, materially impairs the investment quality of the Notes or makes it impractical to market the Notes; (ii) any suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Bank, Chase or The Chase Manhattan Corporation on any exchange or in the over-the-counter market by such exchange or over-the-counter market or by the Commission; (iii) any banking moratorium declared by federal or New York authorities; or (iv) any outbreak or material escalation of major hostilities or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representative, the effect of any such outbreak, escalation, calamity or emergency on the United States financial markets makes it impracticable or inadvisable to proceed with completion of the sale of and any payment for the Notes. (db) The Representative Company shall have received opinions, dated the Closing Date requested and reasonably satisfactory, when taken together, in form and substance to the Representative, of ▇▇▇▇▇▇▇ ▇caused ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Company, to have furnished to the Representatives their opinion, dated the Closing Date and addressed to the Representatives, to the effect that: (i) each of the Company and Vintage Marketing, Inc., Vintage Pipeline, Inc., Vintage Gas Inc., Vintage Petroleum International, Inc., Vintage Petroleum Ecuador, Inc., Vintage Petroleum Argentina, Inc., Vintage Oil Argentina, Inc. and Vintage Petroleum Boliviana, Ltd. (individually a "Subsidiary" and collectively the "Subsidiaries") has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is chartered or organized, with full corporate power and authority to own its properties and conduct its business as described in the Final Prospectus, and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification wherein it owns or leases material properties or conducts material business; (ii) all the outstanding shares of capital stock of each Subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Final Prospectus, all outstanding shares of capital stock of the Subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any perfected security interest and, to the knowledge of such counsel, any other security interests, claims, liens or encumbrances; (iii) the Securities conform in all material respects to the description thereof contained in the Final Prospectus; (iv) the Indenture has been duly authorized, executed and delivered by the Company, has been duly qualified under the Trust Indenture Act, and constitutes a legal, valid and binding instrument enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, fraudulent transfer, moratorium or other laws affecting creditors' rights generally from time to time in effect and to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law); and the Securities have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to this Agreement, will constitute legal, valid and binding obligations of the Company entitled to the benefits of the Indenture (subject to applicable bankruptcy, reorganization, insolvency, fraudulent transfer, moratorium or other laws affecting creditors' rights generally from time to time in effect and to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law); (v) to the knowledge of such counsel, (1) there is no pending or threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property, of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Final Prospectus, and (2) there is no franchise, contract or other document of a character required to be described in the Registration Statement or Final Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; [and the statements included or incorporated by reference in the Final Prospectus under the heading[s] "Tax Matters", " " and " "[if the Final Prospectus contains a discussion of specific legal or regulatory matters or proceedings, add references to appropriate sections of the Final Prospectus, with such knowledge qualifiers of such counsel as may be necessary] fairly summarize the matters therein described;] (vi) the Registration Statement has become effective under the Act; any required filing of the Basic Prospectus, any Preliminary Final Prospectus and the Final Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued, no proceedings for that purpose have been instituted or threatened, and the Registration Statement and the Final Prospectus (other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act, the Exchange Act and the Trust Indenture Act and the respective rules thereunder; and although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Final Prospectus, except as otherwise specifically dealt with in their opinion, and relying as to materiality to a large extent upon the opinions of officers and other representatives of the Company, no facts have come to the attention of such counsel that have caused such counsel to believe that on the BankEffective Date or at the Execution Time the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Final Prospectus as of its date and on the Closing Date included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, ▇▇▇in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion); (vii) this Agreement has been duly authorized, executed and delivered by the Company; (viii) the Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Final Prospectus, will not be an "investment company" as defined in the Investment Company Act of 1940, as amended; (ix) no consent, approval, authorization, or order of any court or governmental agency or body is required in connection with the transactions contemplated herein, except such as have been obtained under the Act and the Trust Indenture Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated in this Agreement and in the Final Prospectus and such other approvals (specified in such opinion) as have been obtained; (x) neither the execution and delivery of the Indenture, the issue and sale of the Securities, nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof will conflict with, result in a breach or violation of, or constitute a default under any law or the charter or by-laws of the Company or the terms of any indenture or other agreement or instrument known to such counsel and to which the Company or any of its subsidiaries is a party or bound or any judgment, order or decree known to such counsel to be applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Company or any of its subsidiaries; and (xi) except as described in that certain Registration Rights Agreement dated as of November 4, 1998, between the Company and Elf Aquitaine, no holders of securities of the Company have rights to the registration of such securities under the Registration Statement. In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of Oklahoma, the corporate laws of the State of Delaware or the Federal laws of the United States, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriters and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Final Prospectus in this paragraph (b) include any supplements thereto at the Closing Date. (c) The Representatives shall have received from Cravath, Swaine & ▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, and such other counsel otherwise reasonably acceptable to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (e) The Representative shall have received an opinion or opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the Bank, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to certain matters relating to the transfers of the Receivables from the Bank to the Trust and with respect to a grant of a security interest in the Receivables to the Indenture Trustee, and an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, with respect to the perfection of the Trust's and the Indenture Trustee's interests in the Receivables. (f) The Representative shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Underwriters, such opinion or opinions, dated the Closing Date (g) The Representative shall have received an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special tax counsel Date and addressed to the Bank, dated the Closing Date and reasonably satisfactory in form and to the effect (a) that under current law the Notes will be characterized as debt, and the Trust will not be characterized as an association (or a publicly traded partnership) taxable as a corporation for United States federal income tax purposes and (b) that, subject to the qualifications set forth therein, the discussion set forth in the Prospectus Supplement under the caption "Certain Federal Income Tax Consequences" is an accurate summary of the United States federal income tax matters described therein. (h) The Representative shall have received an opinion of ▇▇▇▇▇▇ & Whitney LLP, counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the RepresentativeRepresentatives, with respect to such the issuance and sale of the Securities, the Indenture, the Registration Statement, the Final Prospectus (together with any supplement thereto) and other related matters as are customary the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the transactions contemplated by this Agreement. In rendering purpose of enabling them to pass upon such opinions, counsel to the Indenture Trustee may rely on the opinion of the office of the general counsel to the Indenture Trusteematters. (id) The Representative Company shall have received an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel furnished to the Owner TrusteeRepresentatives a certificate of the Company, signed by the Chairman of the Board, the Vice Chairman of the Board or the President and such other counsel reasonably satisfactory to the Representative and its counsel, dated principal financial or accounting officer of the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (j) The Class A-1 Notes shall have been rated "A-1+" by Standard & Poor's, P-1 by ▇▇▇▇▇'▇ and "F-1+" by Fitch. The Class A-2 Notes, Class A-3 Notes and Class A-4 Notes shall have been rated "AAA" by Standard & Poor's, Aaa by ▇▇▇▇▇'▇ and "AAA" by Fitch. The Certificates shall have been rated "A+" by Standard & Poor's, A2 by ▇▇▇▇▇'▇ and "A+" and by Fitch. (k) The Representative shall have received a certificateCompany, dated the Closing Date, of an attorney-in-fact, a Vice President or more senior officer of the Bank in which such person, to the best effect that the signers of his or her knowledge after reasonable investigationsuch certificate have carefully examined the Registration Statement, shall state that the Final Prospectus, any supplements to the Final Prospectus and this Agreement and that: (i) the representations and warranties of the Bank Company in this Agreement are true and correct in all material respects on and as of the Closing Date, (ii) Date with the Bank same effect as if made on the Closing Date and the Company has complied in all material respects with all the agreements and satisfied in all material respects all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, ; (iii) the representations and warranties of the Bank, as Seller and Servicer, in the Sale and Servicing Agreement and, as Depositor, in the Trust Agreement, are true and correct as of the dates specified in the Sale and Servicing Agreement and the Trust Agreement, (ivii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are or, to the Company's knowledge, threatened by the Commission, appropriate governmental authorities; and (viii) subsequent to since the date of the Prospectusmost recent financial statements included or incorporated by reference in the Final Prospectus (exclusive of any supplement thereto), there has been no material adverse change in the condition (financial position or results of operation otherwise), earnings, business or properties of the Bank's automotive finance business Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated by in the Final Prospectus or as described in such certificate and (vi) the Prospectus does not contain exclusive of any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleadingsupplement thereto). (le) On The Company shall have requested and caused ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP to have furnished to the Representatives, at the Execution Time and at the Closing Date, $30,620,164.79 aggregate amount letters, (which may refer to letters previously delivered to one or more of Certificates shall have been issued the Representatives), dated respectively as of the Execution Time and sold pursuant as of the Closing Date, in form and substance satisfactory to the Certificate Underwriting AgreementRepresentatives, confirming that they are independent accountants within the meaning of the Act and the Exchange Act and the respective applicable rules and regulations adopted by the Commission thereunder and that they have performed a review of the most recent unaudited financial statements included or incorporated by reference in the Registration Statement and Final Prospectus, if any, in accordance with Statement on Auditing Standards No. The Bank will furnish 71, and stating in effect, except as provided in Schedule I hereto, that: (i) in their opinion the Representativeaudited financial statements and financial statement schedules and any pro forma financial statements included or incorporated by reference in the Registration Statement and the Final Prospectus and reported on by them comply as to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related rules and regulations adopted by the Commission; (ii) on the basis of a reading of the latest unaudited financial statements made available by the Company and its subsidiaries; their limited review, in accordance with standards established under Statement on Auditing Standards No. 71, of the most recent unaudited financial statements included or incorporated by reference in the Registration Statement and the Final Prospectus, as indicated in their report, if any, incorporated by reference in the Registration Statement and the Final Prospectus; carrying out certain specified procedures (but not an examination in accordance with generally accepted auditing standards) which would not necessarily reveal matters of significance with respect to the comments set forth in such letter; a reading of the minutes of the meetings of the stockholders, directors and certain committees of the Company and the Subsidiaries; and inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its subsidiaries as to transactions and events subsequent to the date of the most recent audited financial statements included or incorporated by reference in the Registration Statement and Final Prospectus, nothing came to their attention which caused them to believe that: (1) any unaudited financial statements included or incorporated by reference in the Registration Statement and the Final Prospectus do not comply as to form in all material respects with applicable accounting requirements of the Act and with the related rules and regulations adopted by the Commission with respect to financial statements included or incorporated by reference in quarterly reports on Form 10-Q under the Exchange Act; and said unaudited financial statements are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included or incorporated by reference in the Registration Statement and the Final Prospectus; (2) with respect to the period subsequent to the date of the most recent financial statements (other than any capsule information), audited or unaudited, included or incorporated by reference in the Registration Statement and the Final Prospectus, there were any changes, at a specified date not more than five days prior to the date of the letter, in the long-term debt of the Company and its subsidiaries or capital stock of the Company or decreases in the stockholders' equity of the Company as compared with the amounts shown on the date of the most recent financial statements (other than any capsule information), audited or unaudited, included or incorporated by reference in the Registration Statement and the Final Prospectus, or cause for the Representative to be furnished, with such number of conformed copies of such opinions, certificates, letters and documents as period from the Representative reasonably requests.dat

Conditions to the Obligations of the Underwriters. The obligation obligations of the several Underwriters to purchase the Underwritten Securities and pay for the Notes will Option Securities, if applicable, shall be subject to the accuracy of the representations and warranties on the part of the Bank herein on the date hereof and Company contained in this Agreement as of the Execution Time and the Closing Date, to the accuracy of the statements of officers of the Bank Company made in any certificates pursuant to the provisions hereof, to the performance by the Bank Company of its obligations hereunder under this Agreement and to the following additional conditions precedentconditions: (i) If the Registration Statement and the ADR Registration Statement have not become effective prior to the Execution Time, unless the Representatives agree in writing to a later time, the Registration Statement and the ADR Registration Statement will become effective not later than (a) On 6:00 PM New York City time on the date of determination of the public offering price, if such determination occurred at or prior to the date hereof, the Representative shall have received a letter (a "Procedures Letter"), dated the date of this Agreement of each of Price Waterhouse LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP verifying the accuracy of such financial and statistical data contained in the Prospectus as the Representative shall deem reasonably advisable. In addition, if any amendment or supplement to the Prospectus made after the date hereof contains financial or statistical data, the Representative shall have received a letter dated the Closing Date confirming each Procedures Letter and providing additional comfort 3:00 PM New York City time on such new data. date or (b) The Prospectus Supplement shall have been 9:30 AM New York City time on the Business Day following the day on which the public offering price was determined, if such determination occurred after 3:00 PM New York City time on such date; if filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Prospectus, and any such supplement, will be filed in the manner and within the time period required by Rule 424(b) of the Rules and Regulations); and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement or the ADR Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (ii) On the Closing Date, the Company shall have requested and caused ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, United States counsel for the Company, to have furnished to the Representatives their opinion, dated the Closing Date, to the effect set forth in Exhibit A hereto. (iii) On the Closing Date, the Company shall have requested and caused ▇▇▇▇▇▇ & Vecchi, ROC counsel for the Company, to have furnished to the Representatives their opinion, dated the Closing Date and addressed to the Representatives, to the effect set forth in Exhibit B hereto. (iv) On the Closing Date, the Depositary shall have requested and caused Patterson, Belknap, ▇▇▇▇ & Tyler LLP, counsel for the Depositary, to have furnished to the Representatives their opinion dated the Closing Date and addressed to the Representatives, to the effect that: (a) The Deposit Agreement has been duly authorized, executed and delivered by the Depositary and assuming due authorization, execution and delivery thereof by the Company, constitutes a legal, valid and binding instrument enforceable against the Depositary in accordance with its terms except to the extent that (a) enforcement thereof may be limited by (1) bankruptcy, reorganization, insolvency (including, without limitation, all laws relating to fraudulent transfer), moratorium or other laws now or hereafter in effect relating to or affecting creditors’ rights generally and (2) general principles of equity (regardless of whether enforceability is considered in a proceeding in law or in equity), and (b) rights to indemnity and contribution thereunder may be limited by U.S. federal or state securities laws or public policy; the statements in the Prospectus under the heading “Description of American Depositary Shares,” insofar as such statements purport to describe the Depositary and summarize certain provisions of the Deposit Agreement, the ADSs and the ADRs, are fair and accurate. (b) The Depositary has full power and authority and legal right to execute and deliver the Deposit Agreement and to perform its obligations thereunder. (c) The ADRs and the ADSs evidenced thereby, when issued by the Depositary against deposit of a Certificate of Payment in accordance with the terms and conditions of the Deposit Agreement and the ADR Registration Statement will be duly and validly issued and will entitle the holders and beneficial owners thereof to the rights specified therein and in the Deposit Agreement. (d) The ADR Registration Statement has become effective under the Act and, to the knowledge of such counsel, no stop order suspending the effectiveness of the ADR Registration Statement has been issued, no proceedings for that purpose have been instituted or threatened, and the ADR Registration Statement, and each amendment comply as to form in all material respects with the applicable requirements of the Act and the rules thereunder. (v) On the Closing Date, the Representatives shall have received from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, United States counsel for the Underwriters, such opinion or opinions, dated the Closing Date and addressed to the Representatives, with respect to the issuance and sale of the Securities, the Registration Statement, the ADR Registration Statement, the Prospectus (together with any supplement thereto) and other related matters as the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (vi) On the Closing Date, the Representatives shall have received from Chen & Lin, ROC counsel for the Underwriters, such opinion or opinions, dated the Closing Date and addressed to the Representatives, with respect to the issuance and sale of the Securities, the Registration Statement, the ADR Registration Statement, the Prospectus (together with any supplement thereto) and other related matters as the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (vii) On the Closing Date, the Company shall have furnished to the Representatives a certificate of the Company, signed by the Chairman of the Board or the President and the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the ADR Registration Statement, the Prospectus, any supplements to the Prospectus and this Agreement and that: (a) The representations and warranties of the Company in the Underwriting Agreement are true and correct on and as of the Closing Date, with the same effect as if made on the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied under the Underwriting Agreement at or prior to the Closing Date. (b) No stop order suspending the effectiveness of the Registration Statement or the ADR Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened. (c) Since the date of the most recent financial statements included in the Prospectus (exclusive of any supplement thereto), there has not been any change, or any development involving a prospective change, that would have a material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Company and the Subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus (exclusive of any supplement thereto). (viii) The Company shall have requested and caused KPMG to have furnished to the Representatives letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representatives, containing statements and other information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain other information contained or incorporated by reference in the Registration Statement and the Prospectus. (ix) Subsequent to the execution Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), and delivery the Prospectus (exclusive of this Agreementany supplement thereto), there shall not have occurred been (ia) any change or decrease specified in the letter or letters referred to in paragraph (viii) of this Section 6 or (b) any change, or any development involving a prospective change, in or affecting particularly the condition (financial or otherwise), earnings, business or properties of the BankCompany and the Subsidiaries, Chase taken as a whole, whether or The Chase Manhattan Corporation not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (a) or (b) above, is, in the reasonable sole judgment of the RepresentativeRepresentatives, materially impairs so material and adverse as to make it impractical or inadvisable to proceed with the investment quality offering or delivery of the Notes Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the ADR Registration Statement and the Prospectus (exclusive of any supplement thereto). (x) The Deposit Agreement shall be in full force and effect. (xi) The Depositary shall have furnished or makes it impractical caused to market be furnished to the Notes; Representatives certificates satisfactory to the Representatives evidencing (i) the deposit with the Depositary of the Certificate of Payment in respect of which ADSs to be purchased by the Underwriters on the Closing Date are to be issued, (ii) any suspension or material limitation the execution, issuance, countersignature (if applicable) and delivery of the ADRs evidencing such ADSs pursuant to the Deposit Agreement, and (iii) such other matters related thereto as the Representatives reasonably request. (xii) Prior to the Closing Date, the Company shall have furnished to the Representatives such further information, certificates and documents as the Representatives may reasonably request. (xiii) The ADSs shall have been supplementally listed and admitted and authorized for trading in securities generally on the New York Stock Exchange, or any setting subject only to official notice of minimum prices for trading on issuance, and satisfactory evidence of such exchange, or any suspension of trading of any securities of actions shall have been provided to the Bank, Chase or The Chase Manhattan Corporation on any exchange or in the over-the-counter market by such exchange or over-the-counter market or by the Commission; (iii) any banking moratorium declared by federal or New York authorities; or (iv) any outbreak or material escalation of major hostilities or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representative, the effect of any such outbreak, escalation, calamity or emergency on the United States financial markets makes it impracticable or inadvisable to proceed with completion of the sale of and any payment for the NotesRepresentatives. (dxiv) The Representative At the Execution Time, the Company shall have furnished to the Representatives a letter substantially in the form of Exhibit C hereto from each of ▇▇▇▇-▇▇▇ (K.Y.) ▇▇▇, ▇▇▇▇▇ Bin (H.B.) Chen, Po-▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ and BenQ Corporation, in each case addressed to the Representatives. (xv) No order or notice, oral or written, from any governmental or regulatory authority of the ROC, including the ROC SFC, has been received by the Company to the effect that the offering contemplated by this Agreement, if consummated, will contravene applicable laws or regulations of the ROC. (xvi) Prior to the Closing Date, the Company shall have received opinionsfrom each of its employees entitled to subscribe to the Shares a written waiver of such employee’s right to subscribe to such Shares. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement and shall not have been waived by the Representatives, dated or if any of the Closing Date opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory, when taken together, satisfactory in form and substance to the RepresentativeRepresentatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters under this Agreement may be canceled at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the Bank, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, and such other counsel otherwise reasonably acceptable to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (e) The Representative shall have received an opinion or opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the Bank, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to certain matters relating to the transfers of the Receivables from the Bank to the Trust and with respect to a grant of a security interest in the Receivables to the Indenture Trustee, and an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, with respect to the perfection of the Trust's and the Indenture Trustee's interests in the Receivables. (f) The Representative shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to for the Underwriters, such opinion or opinionsat Asia Pacific Finance Tower, dated 7th Floor, 3 Garden Road Central, Hong Kong, on the Closing Date (g) The Representative shall have received an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special tax counsel to the Bank, dated the Closing Date and reasonably satisfactory in form and to the effect (a) that under current law the Notes will be characterized as debt, and the Trust will not be characterized as an association (or a publicly traded partnership) taxable as a corporation for United States federal income tax purposes and (b) that, subject to the qualifications set forth therein, the discussion set forth in the Prospectus Supplement under the caption "Certain Federal Income Tax Consequences" is an accurate summary of the United States federal income tax matters described therein. (h) The Representative shall have received an opinion of ▇▇▇▇▇▇ & Whitney LLP, counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the transactions contemplated by this Agreement. In rendering such opinions, counsel to the Indenture Trustee may rely on the opinion of the office of the general counsel to the Indenture Trustee. (i) The Representative shall have received an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Owner Trustee, and such other counsel reasonably satisfactory to the Representative and its counsel, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (j) The Class A-1 Notes shall have been rated "A-1+" by Standard & Poor's, P-1 by ▇▇▇▇▇'▇ and "F-1+" by Fitch. The Class A-2 Notes, Class A-3 Notes and Class A-4 Notes shall have been rated "AAA" by Standard & Poor's, Aaa by ▇▇▇▇▇'▇ and "AAA" by Fitch. The Certificates shall have been rated "A+" by Standard & Poor's, A2 by ▇▇▇▇▇'▇ and "A+" and by Fitch. (k) The Representative shall have received a certificate, dated the Closing Date, of an attorney-in-fact, a Vice President or more senior officer of the Bank in which such person, to the best of his or her knowledge after reasonable investigation, shall state that (i) the representations and warranties of the Bank in this Agreement are true and correct in all material respects on and as of the Closing Date, (ii) the Bank has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, (iii) the representations and warranties of the Bank, as Seller and Servicer, in the Sale and Servicing Agreement and, as Depositor, in the Trust Agreement, are true and correct as of the dates specified in the Sale and Servicing Agreement and the Trust Agreement, (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are threatened by the Commission, (v) subsequent to the date of the Prospectus, there has been no material adverse change in the financial position or results of operation of the Bank's automotive finance business except as set forth in or contemplated by the Prospectus or as described in such certificate and (vi) the Prospectus does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. (l) On the Closing Date, $30,620,164.79 aggregate amount of Certificates shall have been issued and sold pursuant to the Certificate Underwriting Agreement. The Bank will furnish the Representative, or cause the Representative to be furnished, with such number of conformed copies of such opinions, certificates, letters and documents as the Representative reasonably requests.

Conditions to the Obligations of the Underwriters. The obligation obligations of the several Underwriters to purchase the Underwritten Securities and pay for the Notes will Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Bank Company contained herein on the date hereof and as of the Applicable Time, the Closing Date and the Option Closing Date, if applicable, to the accuracy of the statements of officers of the Bank Company made in any certificates pursuant to the provisions hereof, to the performance by the Bank Company of its their respective obligations hereunder and to the following additional conditions precedentconditions: (a) On If the Registration Statement has not become effective prior to the Applicable Time, unless the Representatives agree in writing to a later time, the Registration Statement will become effective not later than (i) 6:00 p.m., New York City time, on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 PM, New York City time, on such date or (ii) 9:30 a.m., New York City time, on the date hereofBusiness Day following the day on which the public offering price was determined, if such determination occurred after 3:00 p.m., New York City time, on such date; if filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Representative shall have received a letter (a "Procedures Letter")Prospectus, dated the date of this Agreement of each of Price Waterhouse LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP verifying the accuracy of any such financial and statistical data contained in the Prospectus as the Representative shall deem reasonably advisable. In additionsupplement, if any amendment or supplement to the Prospectus made after the date hereof contains financial or statistical data, the Representative shall have received a letter dated the Closing Date confirming each Procedures Letter and providing additional comfort on such new data. (b) The Prospectus Supplement shall have been will be filed in the manner and within the time period required by Rule 424(b) of the Rules and Regulations); and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Bank, Chase or The Chase Manhattan Corporation which, in the reasonable judgment of the Representative, materially impairs the investment quality of the Notes or makes it impractical to market the Notes; (ii) any suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Bank, Chase or The Chase Manhattan Corporation on any exchange or in the over-the-counter market by such exchange or over-the-counter market or by the Commission; (iii) any banking moratorium declared by federal or New York authorities; or (iv) any outbreak or material escalation of major hostilities or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representative, the effect of any such outbreak, escalation, calamity or emergency on the United States financial markets makes it impracticable or inadvisable to proceed with completion of the sale of and any payment for the Notes. (db) The Representative Company shall have received opinions, dated the Closing Date requested and reasonably satisfactory, when taken together, in form and substance to the Representative, of caused ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special Professional Corporation, counsel for the Company, to have furnished to the BankRepresentatives their opinion, dated the Closing Date and addressed to the Representatives, to the effect set forth in Exhibit B. (c) The Company shall have requested and caused ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, and such other counsel otherwise reasonably acceptable to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (e) The Representative shall have received an opinion or opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Canadian counsel for the Company, to have furnished to the Representatives their opinion, dated the Closing Date and addressed to the Representatives, to the effect set forth in Exhibit C. (d) The Representatives shall have received from ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the Bank, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to certain matters relating to the transfers of the Receivables from the Bank to the Trust and with respect to a grant of a security interest in the Receivables to the Indenture Trustee, and an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, with respect to the perfection of the Trust's and the Indenture Trustee's interests in the Receivables. (f) The Representative shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to for the Underwriters, such opinion or opinions, dated the Closing Date (g) The Representative shall have received an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special tax counsel Date and addressed to the Bank, dated the Closing Date and reasonably satisfactory in form and to the effect (a) that under current law the Notes will be characterized as debt, and the Trust will not be characterized as an association (or a publicly traded partnership) taxable as a corporation for United States federal income tax purposes and (b) that, subject to the qualifications set forth therein, the discussion set forth in the Prospectus Supplement under the caption "Certain Federal Income Tax Consequences" is an accurate summary of the United States federal income tax matters described therein. (h) The Representative shall have received an opinion of ▇▇▇▇▇▇ & Whitney LLP, counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the RepresentativeRepresentatives, with respect to the issuance and sale of the Securities, the Registration Statement, the General Disclosure Package and the Prospectus (together with any supplement to any such document) and other related matters as are customary the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the transactions contemplated by this Agreement. In rendering purpose of enabling them to pass upon such opinions, counsel to the Indenture Trustee may rely on the opinion of the office of the general counsel to the Indenture Trusteematters. (ie) The Representative Company shall have received an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel furnished to the Owner TrusteeRepresentatives a certificate of the Company, signed by the Chairman of the Board or the President and such other counsel reasonably satisfactory to the Representative and its counsel, dated principal financial or accounting officer of the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (j) The Class A-1 Notes shall have been rated "A-1+" by Standard & Poor's, P-1 by ▇▇▇▇▇'▇ and "F-1+" by Fitch. The Class A-2 Notes, Class A-3 Notes and Class A-4 Notes shall have been rated "AAA" by Standard & Poor's, Aaa by ▇▇▇▇▇'▇ and "AAA" by Fitch. The Certificates shall have been rated "A+" by Standard & Poor's, A2 by ▇▇▇▇▇'▇ and "A+" and by Fitch. (k) The Representative shall have received a certificateCompany, dated the Closing Date, of an attorney-in-fact, a Vice President or more senior officer of the Bank in which such person, to the best effect that the signers of his or her knowledge after reasonable investigationsuch certificate have carefully examined the Registration Statement, shall state that the Prospectus, any supplements to the Prospectus and this Agreement and that: (i) the representations and warranties of the Bank Company in this Agreement were true and correct as of the Applicable Time and are true and correct in all material respects on and as of the Closing Date, (ii) Date with the Bank same effect as if made on the Closing Date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, ; (iii) the representations and warranties of the Bank, as Seller and Servicer, in the Sale and Servicing Agreement and, as Depositor, in the Trust Agreement, are true and correct as of the dates specified in the Sale and Servicing Agreement and the Trust Agreement, (ivii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are threatened by or, to the CommissionCompany’s knowledge, threatened; and (viii) subsequent to since the date of the Prospectusmost recent financial statements included in the General Disclosure Package (exclusive of any supplement thereto), there has been no material adverse change effect on the financial condition, prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the financial position or results ordinary course of operation of the Bank's automotive finance business business, except as set forth in or contemplated by in the Prospectus or as described in such certificate and General Disclosure Package (vi) the Prospectus does not contain exclusive of any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleadingsupplement thereto). (lf) On The Company shall have requested and caused Deloitte & Touche LLP, PricewaterhouseCoopers LLP and Ernst & Young LLP to have furnished to the Representatives letters, at the date of this Agreement and dated as of the date of this Agreement, in form and substance satisfactory to the Representatives as set forth in Exhibit D, Exhibit E and Exhibit F, respectively. The Company shall have requested and caused Deloitte & Touche LLP, PricewaterhouseCoopers LLP and Ernst & Young LLP to have furnished to the Representatives letters, at the Closing Date and dated as of the Closing Date, $30,620,164.79 aggregate amount in form and substance satisfactory to the Representatives. (g) Prior to the Closing Date, the Company shall have furnished to the Representatives such further information, certificates and documents in substantially the form previously provided to the Company. (h) Subsequent to the Applicable Time, there shall not have been any decrease in the rating of Certificates any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (i) The Securities shall have been issued approved for listing on the Nasdaq Global Market, and sold satisfactory evidence of such actions shall have been provided to the Representatives. (j) At the Applicable Time, the Company shall have furnished to the Representatives a letter substantially in the form of Exhibit A (a “Lock-up Agreement”) hereto, or in such other form approved by Credit Suisse Securities (USA) LLC and ▇.▇. ▇▇▇▇▇▇ Securities Inc., from each officer and director of the Company addressed to the Representatives. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the Option Closing Date, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to this Section 6. If any of the Certificate Underwriting conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date or, with respect to the Option Securities, the Option Closing Date, by the Representatives. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The Bank will furnish the Representative, or cause the Representative documents required to be furnisheddelivered by this Section 6 shall be delivered at the office of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, with such number of conformed copies of such opinionscounsel for the Underwriters, certificatesat ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, letters and documents as ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, on the Representative reasonably requestsClosing Date.

Conditions to the Obligations of the Underwriters. The obligation obligations of the several Underwriters to purchase and pay for the Notes will Transition Bonds shall be subject to the accuracy of the representations and warranties on the part of the Bank Issuer and the Company contained herein as of the Execution Time and the Closing Date and on the date hereof part of the Company contained in the Sale Agreement and the Servicing Agreement as of the Closing Date, to the accuracy of the statements of officers of the Bank made pursuant to the provisions hereof, to the performance by the Bank Issuer and the Company of its their respective obligations hereunder and to the following additional conditions precedentconditions: (a) On If the Registration Statement has not become effective prior to the Execution Time, unless the Representative agrees in writing to a later time, the Registration Statement will become effective not later than (i) 6:00 PM New York City time, on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 PM New York City time on such date, or (ii) 12:00 Noon on the date hereofbusiness day following the day on which the public offering price was determined, if such determination occurred after 3:00 PM New York City time on such date; if filing of the Final Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Representative shall have received a letter (a "Procedures Letter")Final Prospectus, dated the date of this Agreement of each of Price Waterhouse LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP verifying the accuracy of any such financial and statistical data contained in the Prospectus as the Representative shall deem reasonably advisable. In additionsupplement, if any amendment or supplement to the Prospectus made after the date hereof contains financial or statistical data, the Representative shall have received a letter dated the Closing Date confirming each Procedures Letter and providing additional comfort on such new data. (b) The Prospectus Supplement shall have been filed in the manner and within the time period required by Rule 424(b) of the Rules and Regulations424 (b); and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Bank, Chase or The Chase Manhattan Corporation which, in the reasonable judgment of the Representative, materially impairs the investment quality of the Notes or makes it impractical to market the Notes; (ii) any suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Bank, Chase or The Chase Manhattan Corporation on any exchange or in the over-the-counter market by such exchange or over-the-counter market or by the Commission; (iii) any banking moratorium declared by federal or New York authorities; or (iv) any outbreak or material escalation of major hostilities or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representative, the effect of any such outbreak, escalation, calamity or emergency on the United States financial markets makes it impracticable or inadvisable to proceed with completion of the sale of and any payment for the Notes. (db) The Representative shall have received opinionsopinions of counsel for the Company, dated portions of which may be delivered by LeBoeuf, Lamb, Greene & MacRae, L.L.P., outside counsel for the Closing Date Company, and reasonably satisfactory▇▇▇▇▇▇ns of wh▇▇▇ ▇▇y be delivered by Randall V. Griffin, when taken togetherin-house counsel for the Company, in form and substance to the Representative, of each dat▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇e and each subject to customary qualifications, special counsel exceptions, and limitations, in form and substance reasonably satisfactory to the BankRepresentative, ▇▇▇▇▇▇▇▇to the effect that: (i) the Company (a) has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is organized, (b) has all requisite corporate power to own its properties, conduct its business as presently conducted and execute, deliver and perform its obligations under this Agreement, the Sale Agreement, and the Servicing Agreement, as applicable, and (c) is duly qualified to do business, in all jurisdictions (and is in good standing under the laws of all such jurisdictions) to the extent that such qualification and good standing is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents to which the Company is party and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby; (ii) the Sale Agreement and the Servicing Agreement have been duly authorized, executed and delivered by the Company and constitute legal, valid and binding agreements of the Company enforceable against the Company in accordance with their terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium and other similar laws and to equitable principles affecting the rights and remedies of creditors generally); (iii) to the knowledge of such counsel, there is no pending or threatened action, suit or proceeding before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Final Prospectus, and there is no franchise, contract or other document of a character required to be described in the Registration Statement or Final Prospectus, or to be filed as an exhibit, which is not described or filed as required; (iv) this Agreement has been duly authorized, executed and delivered by the Company; (v) no consent, approval, authorization or order of any court or governmental agency or body is required for the consummation by the Company, of the transactions contemplated herein, except such as have been obtained under the New Jersey Electric Discount and Energy Competition Act (the "Competition Act") and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Transition Bonds by the Underwriters and such other consents, approvals and authorizations as have been obtained; (vi) neither the execution and delivery of this Agreement, the Sale Agreement, or the Servicing Agreement, nor the consummation of the transactions contemplated by this Agreement, the Sale Agreement or the Servicing Agreement, nor the fulfillment of the terms of this Agreement, the Sale Agreement or the Servicing Agreement by the Company will (A) conflict with, result in any breach of any of the terms or provisions of, or constitute (with or without notice or lapse of time) a default under the articles of incorporation, bylaws or other organizational documents of the Company, or conflict with or breach any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, material agreement or other material instrument to which the Company is a party or by which the Company is bound, (B) result in the creation or imposition of any lien upon any properties of the Company pursuant to the terms of any such indenture, agreement or other instrument (other than as contemplated by the Basic Documents and the Competition Act), or (C) violate any law or any order, rule or regulation applicable to the Company of any court or of any federal or New Jersey regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Company or any of its properties; (vii) all filings, that are necessary to fully preserve and protect the interests of the Issuer in the Bondable Transition Property have been executed and filed; and (viii) neither the execution and delivery of this Agreement, the Sale Agreement, the Servicing Agreement or the Indenture, nor the issue and sale of the Transition Bonds, nor the consummation of the transactions contemplated by this Agreement, the Sale Agreement, the Servicing Agreement or the Indenture, nor the fulfillment of the terms of this Agreement, the Sale Agreement, the Servicing Agreement or the Indenture, by the Issuer will violate the terms of the Mortgage and Deed of Trust dated January 15, 1937, as amended, between the Company and The Bank of New York, as trustee. In rendering such opinions, such counsel may rely as to matters of fact, to the extent deemed proper, on certificates of responsible officers of the Company. References to the Final Prospectus in this paragraph (b) include any supplements thereto at the Closing Date. (c) The Representative shall have received opinions of counsel for the Issuer, portions of which may be delivered by LeBoeuf, Lamb, Greene & MacRae L.L.P., outside counsel for the Issuer, and po▇▇▇▇▇▇ & Fingerof whic▇ ▇▇▇ be delivered by Randall V. Griffin, special in-house counsel to the Trust, and such other counsel otherwise reasonably acceptable to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (e) The Representative shall have received an opinion or opinions of Company, each dat▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇e, special counsel to the Bank, dated the Closing Date and satisfactory in form and substance reasonably satisfactory to the Representative, with respect to certain matters relating to the transfers of the Receivables from the Bank to the Trust and with respect to a grant of a security interest in the Receivables to the Indenture Trustee, and an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, with respect to the perfection of the Trust's and the Indenture Trustee's interests in the Receivables. (f) The Representative shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Underwriters, such opinion or opinions, dated the Closing Date (g) The Representative shall have received an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special tax counsel to the Bank, dated the Closing Date and reasonably satisfactory in form and to the effect (a) that under current law the Notes will be characterized as debt, and the Trust will not be characterized as an association (or a publicly traded partnership) taxable as a corporation for United States federal income tax purposes and (b) that, subject to the qualifications set forth therein, the discussion set forth in the Prospectus Supplement under the caption "Certain Federal Income Tax Consequences" is an accurate summary of the United States federal income tax matters described therein. (h) The Representative shall have received an opinion of ▇▇▇▇▇▇ & Whitney LLP, counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the transactions contemplated by this Agreement. In rendering such opinions, counsel to the Indenture Trustee may rely on the opinion of the office of the general counsel to the Indenture Trustee.: (i) The Representative shall have received an opinion the Issuer has been duly formed and is validly existing as a limited liability company and is in good standing under the laws of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Owner Trustee, and such other counsel reasonably satisfactory to the Representative and its counsel, dated the Closing Date and satisfactory in form and substance to the RepresentativeState of Delaware, with respect all requisite limited liability company power to such matters as are customary for the type of transaction contemplated by execute, deliver and perform its obligations under this Agreement., the Sale Agreement, the Servicing Agreement, the Administration Agreement and the Indenture; (j) The Class A-1 Notes shall have been rated "A-1+" by Standard & Poor's, P-1 by ▇▇▇▇▇'▇ and "F-1+" by Fitch. The Class A-2 Notes, Class A-3 Notes and Class A-4 Notes shall have been rated "AAA" by Standard & Poor's, Aaa by ▇▇▇▇▇'▇ and "AAA" by Fitch. The Certificates shall have been rated "A+" by Standard & Poor's, A2 by ▇▇▇▇▇'▇ and "A+" and by Fitch. (k) The Representative shall have received a certificate, dated the Closing Date, of an attorney-in-fact, a Vice President or more senior officer of the Bank in which such person, to the best of his or her knowledge after reasonable investigation, shall state that (i) the representations and warranties of the Bank in this Agreement are true and correct in all material respects on and as of the Closing Date, (ii) the Bank has complied Sale Agreement, the Servicing Agreement, the Administration Agreement and the Indenture have been duly authorized, executed and delivered by the Issuer and constitute legal, valid and binding agreements of the Issuer enforceable against the Issuer in accordance with all agreements their terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium and satisfied all conditions on its part other similar laws and to be performed or satisfied hereunder at or prior equitable principles affecting the rights and remedies of creditors generally); and the Transition Bonds have been duly authorized and executed by the Issuer, and when authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, will constitute legal, valid and binding obligations of the Issuer entitled to the Closing Datebenefits of the Indenture and enforceable against the Issuer in accordance with their terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium and other similar laws and to equitable principles affecting the rights and remedies of creditors generally); (iii) this Agreement has been duly authorized, executed and delivered by the representations and warranties of the Bank, as Seller and Servicer, in the Sale and Servicing Agreement and, as Depositor, in the Trust Agreement, are true and correct as of the dates specified in the Sale and Servicing Agreement and the Trust Agreement, Issuer; (iv) the Indenture has been duly qualified under the Trust Indenture Act; (v) to the knowledge of such counsel, there is no pending or threatened action, suit or proceeding before any court or governmental agency, authority or body or any arbitrator involving the Issuer, or relating to the Transition Bonds, the Competition Act, the bondable stranded costs rate order issued by the BPU to the Company on September 25, 2003 (the "Financing Order") or the use and enjoyment of Bondable Transition Property of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Final Prospectus, and there is no franchise, contract or other document of a character required to be described in the Registration Statement or Final Prospectus, or to be filed as an exhibit to the Registration Statement, which is not described or filed as required; (vi) the Registration Statement has become effective under the Act; any required filing of the Basic Prospectus, any Preliminary Final Prospectus and the Final Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); to the knowledge of such counsel (and after being advised by the staff of the Commission to such effect), no stop order suspending the effectiveness of the Registration Statement has been issued and issued, no proceedings for that purpose have been instituted or are threatened by threatened, and the Commission, Registration Statement and the Final Prospectus (vother than the financial statements and the notes and schedules thereto and other financial and statistical information contained therein and in the Form T-1 as to which such counsel need express no belief) subsequent comply as to form in all material respects with the date applicable requirements of the ProspectusAct, there the Exchange Act and the Trust Indenture Act and the respective rules thereunder; in addition, such counsel shall confirm, on the basis of certain assumptions, that such counsel has been no material adverse change in reason to believe that at the financial position or results of operation of Effective Date the Bank's automotive finance business except as set forth in or contemplated by the Prospectus or as described in such certificate and (vi) the Prospectus does not contain Registration Statement contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances in under which they were made, not misleading.misleading or that the Final Prospectus as of its date and the Closing Date includes any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (other than the financial statements and other financial and statistical information contained therein as to which such counsel need express no belief); (lvii) On no consent, approval, authorization or order of any court or governmental agency or body is required for the Closing Dateconsummation by the Issuer of the transactions contemplated herein, $30,620,164.79 aggregate amount of Certificates shall except such as have been issued obtained under the Competition Act and sold such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Transition Bonds by the Underwriters and such other consents, approvals and authorizations as have been obtained; (viii) neither the execution and delivery of this Agreement, the Sale Agreement, the Servicing Agreement, the Administration Agreement or the Indenture, nor the issue and sale of the Transition Bonds, nor the consummation of the transactions contemplated by this Agreement, the Sale Agreement, the Servicing Agreement, the Administration Agreement or the Indenture, nor the fulfillment of the terms of this Agreement, the Sale Agreement, the Servicing Agreement, the Administration Agreement or the Indenture by the Issuer, will (A) conflict with, result in any breach of any of the terms or provisions of, or constitute (with or without notice or lapse of time) a default under the Issuer LLC Agreement, or conflict with or breach any of the terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument known to such counsel and to which the Issuer is a party or by which the Issuer is bound, (B) result in the creation or imposition of any lien upon any properties of the Issuer pursuant to the Certificate Underwriting Agreement. The Bank will furnish terms of any such indenture, agreement or other instrument (other than as contemplated by the RepresentativeBasic Documents and the Competition Act), or cause (C) violate any law or any order, rule or regulation applicable to the Representative Issuer of any court or of any federal or New Jersey or Delaware regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Issuer, or any of its properties; (ix) the Indenture is effective to create in favor of the Bond Trustee for the benefit of the holders of all outstanding series of Transition Bonds a security interest in the Collateral (as defined in the Indenture) consisting of the Bondable Transition Property and (to the extent a security interest therein can be furnishedgranted under the New Jersey UCC or the Delaware UCC, as applicable) in the proceeds of the Bondable Transition Property; upon the issuance of the Transition Bonds and the giving of value to the Issuer by the Bond Trustee on behalf of the purchasers of the Transition Bonds with respect to the Bondable Transition Property and such number proceeds, such security interest in the Bondable Transition Property, and in the portion of conformed copies the proceeds of the Bondable Transition Property in which a security interest can be perfected by filing in the respective jurisdictions, will be perfected; and based solely on the Search Reports and factual certificates, such perfected security interest will rank prior to any other security interest of any other creditor of the Issuer with respect to the Bondable Transition Property and such portion of such opinionsproceeds; (x) the Indenture is effective to create in favor of the Bond Trustee for the benefit of the holders of all outstanding series of Transition Bonds a security interest in the Collateral consisting of the Issuer's rights in the Sale Agreement, the Bills of Sale, the Servicing Agreement and the Administration Agreement (collectively, the "Pledged Contracts"); upon the issuance of the Transition Bonds and the giving of value to the Issuer by the Bond Trustee on behalf of the purchasers of the Transition Bonds with respect to the Pledged Contracts, such security interest in the Pledged Contracts will be perfected; and based solely on the Search Reports and factual certificates, letters such perfected security interest will rank prior to any other security interest of any other creditor of the Issuer with respect to the Pledged Contracts; (xi) the Indenture is effective to create in favor of the Bond Trustee for the benefit of the holders of all outstanding series of Transition Bonds a security interest in (i) the Collection Account and documents the Subaccounts (each as defined in the Indenture) for each outstanding Series (collectively, the "Accounts") and (ii) to the extent a security interest therein can be granted under the New Jersey UCC, all of the Collateral held in or credited to the Accounts; and assuming that (i) the Bond Trustee in its capacity as securities intermediary is a "securities intermediary" within the meaning of Section 8-102(a)(4) of the New Jersey UCC, (ii) the parties to the Indenture and the Collection Account Control Agreement, dated as of December 19, 2002, as the Representative reasonably requests.same may be supplemented, comply with the terms thereof, and (iii) no person or other entity other than the Bond Truste

Conditions to the Obligations of the Underwriters. The obligation ------------------------------------------------- obligations of the several Underwriters to purchase and pay for the Notes will Securities shall be subject to the accuracy of the representations and warranties on the part of the Bank Company, the Subsidiary Guarantors and the Parent contained herein on the date hereof and as of the Execution Time, the Closing DateDate and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of officers of the Bank Company, the Subsidiary Guarantors and the Parent made in any certificates pursuant to the provisions hereof, to the performance by the Bank Company, the Subsidiary Guarantors and the Parent of its their respective obligations hereunder and to the following additional conditions precedentconditions: (a) On If the Registration Statement has not become effective prior to the Execution Time, unless the Representatives agree in writing to a later time, the Registration Statement will become effective not later than (i) 6:00 PM New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 PM New York City time on such date or (ii) 9:30 AM on the date hereofBusiness Day following the day on which the public offering price was determined, if such determination occurred after 3:00 PM New York City time on such date; if filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Representative shall have received a letter (a "Procedures Letter")Prospectus, dated the date of this Agreement of each of Price Waterhouse LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP verifying the accuracy of any such financial and statistical data contained in the Prospectus as the Representative shall deem reasonably advisable. In additionsupplement, if any amendment or supplement to the Prospectus made after the date hereof contains financial or statistical data, the Representative shall have received a letter dated the Closing Date confirming each Procedures Letter and providing additional comfort on such new data. (b) The Prospectus Supplement shall have been will be filed in the manner and within the time period required by Rule 424(b) of the Rules and Regulations); and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (cb) Subsequent The Company shall have requested and caused Dechert, counsel for the Company and the Subsidiary Guarantors, to have furnished to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Bank, Chase or The Chase Manhattan Corporation which, in the reasonable judgment of the Representative, materially impairs the investment quality of the Notes or makes it impractical to market the Notes; (ii) any suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Bank, Chase or The Chase Manhattan Corporation on any exchange or in the over-the-counter market by such exchange or over-the-counter market or by the Commission; (iii) any banking moratorium declared by federal or New York authorities; or (iv) any outbreak or material escalation of major hostilities or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representative, the effect of any such outbreak, escalation, calamity or emergency on the United States financial markets makes it impracticable or inadvisable to proceed with completion of the sale of and any payment for the Notes. (d) The Representative shall have received opinionsRepresentatives their opinion, dated the Closing Date and reasonably satisfactoryaddressed to the Representatives, to the effect that: (i) each of the Company and the Subsidiary Guarantors has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is incorporated, with corporate power and corporate authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Prospectus, and, in the case of the Company, is duly qualified to do business as a foreign corporation and is in good standing under the laws of the Commonwealth of Pennsylvania; (ii) except as otherwise set forth in the Prospectus, the outstanding shares of capital stock of Constar, Inc. and Constar Foreign Holdings, Inc. owned by the Company are owned either directly or through wholly owned subsidiaries free and clear of any perfected security interest and, to the knowledge of such counsel, any other security interest, claim, lien or encumbrance; and to the knowledge of such counsel, based solely upon a report as to UCC financing statements on file against the Company, Constar Foreign Holdings, Inc., Crown Cork & Seal Company, Inc., Crown UK Holdings Ltd. and Crown Cork Netherlands Holding BV with the Secretary of State of the State of New York, the Secretary of State of the Commonwealth of Pennsylvania and the Secretary of State of the State of Delaware, there is no security interest, claim, lien or encumbrance with respect to the outstanding shares of capital stock of Constar International Holland (Plastics) BV and Constar International UK Ltd.; (iii) the Company's authorized equity capitalization is as set forth in the Prospectus and the Securities conform in all material respects to the description thereof contained in the Prospectus; (iv) the Indenture has been duly authorized, executed and delivered by the Company and the Subsidiary Guarantors, has been duly qualified under the Trust Indenture Act, and, assuming due authentication, execution and delivery by the Trustee, constitutes a legal, valid and binding instrument enforceable against the Company and the Subsidiary Guarantors in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law); and the Securities have been duly authorized and, when taken togetherexecuted and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to this Agreement, in form will constitute legal, valid and substance binding obligations of the Company and the Subsidiary Guarantors entitled to the Representativebenefits of the Indenture; (v) the Subsidiary Guarantees have been duly authorized and, when the Securities have been duly executed and authenticated in accordance with the provisions of ▇▇▇▇▇▇▇ ▇▇the Indenture and delivered to and paid for by the Underwriters pursuant to this Agreement, will constitute legal, valid and binding obligations of each Subsidiary Guarantor, enforceable in accordance with their terms (subject, as to enforcement and remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally from time to time in effect, and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law) and entitled to the benefits of the Indenture; (vi) the statements included in the Prospectus under the heading "Material United States Federal Tax Consequences," insofar as such statements constitute a summary of the legal matters or documents referred to therein, fairly present the information called for with respect to such legal matters or documents; (vii) the Registration Statement has become effective under the Act; any required filing of the Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued, no proceedings for that purpose have been instituted or threatened; (viii) this Agreement has been duly authorized, executed and delivered by the Company and the Subsidiary Guarantors; (ix) the Company is not and, after giving effect to the offering and sale of the Securities (including the concurrent Common Stock Offering and the Company's concurrent receipt of term loans as described in the Prospectus) and the application of the proceeds thereof as described in the Prospectus, will not be an "investment company" as defined in the Investment Company Act of 1940, as amended; (x) no consent, approval, authorization, filing with or order of any Pennsylvania, New York, Delaware or U.S. Federal court or governmental agency or body is required for the consummation by the Company and the Subsidiary Guarantors of the transactions contemplated herein, except (1) such as have been obtained under the Act, (2) such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities or the Subsidiary Guarantees by the Underwriters in the manner contemplated in this Agreement and in the Prospectus, as to which such counsel need express no opinion, (3) such other approvals (specified in such opinion) as have been obtained and (4) except where the failure to obtain such consent, approval, authorization, filing or order would not have a material adverse effect on the issuance and sale of the Securities or the Subsidiary Guarantees or the consummation of any of the other transactions contemplated herein; (xi) neither the execution and delivery of the Indenture, nor the issue and sale of the Securities, nor the consummation of any other of the transactions contemplated herein nor the fulfillment of the terms hereof will (1) conflict with or result in a breach or violation of the charter or by-laws of the Company or the Subsidiary Guarantors, (2) result in a material breach or violation of, or the imposition of any material lien, charge or encumbrance upon any property or assets of the Company, its Subsidiaries or the Subsidiary Guarantors pursuant to the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument that is material to the Company and its subsidiaries, taken as a whole, and that is known to such counsel after due inquiry to which the Company, its Subsidiaries or the Subsidiary Guarantors is a party or bound or to which its or their property is subject, or (3) conflict with or violate in any material respect any Delaware corporate, Pennsylvania, New York or U.S. Federal statute, law, rule or regulation applicable to the Company, its Subsidiaries or the Subsidiary Guarantors, or any judgment, order or decree known to such counsel after due inquiry to be applicable to the Company, its Subsidiaries or the Subsidiary Guarantors of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, its Subsidiaries or the Subsidiary Guarantors or any of its or their properties (other than U.S. Federal or state securities or blue sky laws, other anti-fraud laws and fraudulent transfer laws and bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights, as to which such counsel need not express any opinion); and (xii) no holders of securities of the Company have rights to the registration of such securities under the Registration Statement. In rendering such opinion, such counsel may state that their opinion is limited to matters governed by the Federal laws of the United States of America, the law of the Commonwealth of Pennsylvania, the law of the State of New York and the General Corporation Law of the State of Delaware. In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the Commonwealth of Pennsylvania, the State of Delaware, the State of New York or the Federal laws of the United States and as to matters involving the application of laws relating to intellectual property, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriters and (B) as to matters of fact, to the extent they deem proper, on written statements or certificates of responsible officers of the Company, the Subsidiary Guarantors and public officials. References to the Prospectus in this paragraph (b) include any supplements thereto at the Closing Date. Such counsel shall also have furnished to the Underwriters a written statement, addressed to the Underwriters and dated the Closing Date (or the applicable settlement date) to the effect that (i) the Registration Statement and the Prospectus (other than the financial statements (including pro forma financial statements and notes to financial statements or pro forma financial statements) and related schedules and other financial, accounting or statistical information included in or excluded from the Registration Statement or the Prospectus, as to which such counsel need express no belief) appear on their face to be appropriately responsive in all material respects to the requirements of the Act and the Trust Indenture Act and the respective rules and regulations thereunder and (ii) such counsel participated in conferences with officers and representatives of the Company, representatives of the Subsidiary Guarantors, PricewaterhouseCoopers LLP, the Underwriters, the Parent and Cleary, Gottlieb, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ in connection with the preparation of the Registration Statement, special counsel and based on the foregoing and without assuming responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement except as provided in clause 6(b)(vi) above or making any independent check or verification thereof (and relying as to factual matters upon the statements of officers and other representatives of the Company, the Subsidiary Guarantors, the Parent and others), no facts have come to the Bank, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special attention of such counsel which lead them to the Trust, and such other counsel otherwise reasonably acceptable to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (e) The Representative shall have received an opinion or opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the Bank, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to certain matters relating to the transfers of the Receivables from the Bank to the Trust and with respect to a grant of a security interest in the Receivables to the Indenture Trustee, and an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, with respect to the perfection of the Trust's and the Indenture Trustee's interests in the Receivables. (f) The Representative shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Underwriters, such opinion or opinions, dated the Closing Date (g) The Representative shall have received an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special tax counsel to the Bank, dated the Closing Date and reasonably satisfactory in form and to the effect (a) that under current law the Notes will be characterized as debt, and the Trust will not be characterized as an association (or a publicly traded partnership) taxable as a corporation for United States federal income tax purposes and (b) that, subject to the qualifications set forth therein, the discussion set forth in the Prospectus Supplement under the caption "Certain Federal Income Tax Consequences" is an accurate summary of the United States federal income tax matters described therein. (h) The Representative shall have received an opinion of ▇▇▇▇▇▇ & Whitney LLP, counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the transactions contemplated by this Agreement. In rendering such opinions, counsel to the Indenture Trustee may rely on the opinion of the office of the general counsel to the Indenture Trustee. (i) The Representative shall have received an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Owner Trustee, and such other counsel reasonably satisfactory to the Representative and its counsel, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (j) The Class A-1 Notes shall have been rated "A-1+" by Standard & Poor's, P-1 by ▇▇▇▇▇'▇ and "F-1+" by Fitch. The Class A-2 Notes, Class A-3 Notes and Class A-4 Notes shall have been rated "AAA" by Standard & Poor's, Aaa by ▇▇▇▇▇'▇ and "AAA" by Fitch. The Certificates shall have been rated "A+" by Standard & Poor's, A2 by ▇▇▇▇▇'▇ and "A+" and by Fitch. (k) The Representative shall have received a certificate, dated the Closing Date, of an attorney-in-fact, a Vice President or more senior officer of the Bank in which such person, to the best of his or her knowledge after reasonable investigation, shall state believe that (iI) the representations and warranties of the Bank in this Agreement are true and correct in all material respects on and Registration Statement, as of the Closing Effective Date, (ii) the Bank has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, (iii) the representations and warranties of the Bank, as Seller and Servicer, in the Sale and Servicing Agreement and, as Depositor, in the Trust Agreement, are true and correct as of the dates specified in the Sale and Servicing Agreement and the Trust Agreement, (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are threatened by the Commission, (v) subsequent to the date of the Prospectus, there has been no material adverse change in the financial position or results of operation of the Bank's automotive finance business except as set forth in or contemplated by the Prospectus or as described in such certificate and (vi) the Prospectus does not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading or (II) the Prospectus, as of its date and as of the Closing Date (and any applicable settlement date), contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances in under which they were made, not misleading, except that such counsel need not express a belief as to any financial statements (including pro forma financial statements and notes to financial statements or pro forma financial statements) and related schedules, and other financial, accounting or statistical information included in or excluded from the Registration Statement or the Prospectus. (lc) On The Parent shall have requested and caused Dechert, counsel for the Parent, to have furnished to the Representatives their opinion dated the Closing DateDate and addressed to the Representatives, $30,620,164.79 aggregate amount to the effect that: (i) this Agreement has been duly authorized, executed and delivered by the Parent; (ii) no consent, approval, authorization or order of Certificates shall any Pennsylvania or U.S. Federal court or governmental agency or body is required for the consummation by the Parent of the transactions contemplated herein, except (1) such as may have been issued obtained under the Act, (2) such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated in this Agreement and in the Prospectus, as to which such counsel need express no opinion, (3) such other approvals (specified in such opinion) as have been obtained and (4) where the failure to obtain such consent, approval, authorization, or order would not have a material adverse effect on the issuance and sale of the Securities or the consummation of any of the other transactions contemplated herein; and (iii) neither the issue or sale of the Securities being sold hereunder nor the consummation of any other of the transactions contemplated herein by the Parent nor the fulfillment of the terms hereof by the Parent will (1) conflict with or result in a breach or violation of the charter or by-laws of the Parent, (2) result in a material breach or violation of, or the imposition of any material lien, charge or encumbrance upon any property or assets of the Parent pursuant to the Certificate Underwriting Agreement. The Bank will furnish terms of any material indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument known to such counsel after due inquiry to which the RepresentativeParent is a party or bound or to which its property is subject, or cause (3) conflict with or violate in any material respect any Pennsylvania, New York or U.S. Federal statute, law, rule or regulation applicable to the Representative Parent, or any judgment, order or decree known to such counsel after due inquiry to be furnishedapplicable to the Parent of any court, with regulatory body, administrative agency, governmental body, or arbitrator or other authority having jurisdiction over the Parent or any of its properties (other than U.S. Federal or state securities or blue sky laws, other anti-fraud laws and fraudulent transfer laws and bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights, as to which such number counsel need not express any opinion). In rendering such opinion, such counsel may state that their opinion is limited to matters governed by the Federal law of conformed copies the United States of such opinionsAmerica, certificates, letters the law of the Commonwealth of Pennsylvania and documents as the Representative reasonably requests.th

Conditions to the Obligations of the Underwriters. The obligation obligations of the several Underwriters to purchase the Underwritten Securities and pay for the Notes will Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Bank Company contained herein on the date hereof and as of the Execution Time, the Closing DateDate and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of officers of the Bank Company made in any certificates pursuant to the provisions hereof, to the performance by the Bank Company of its obligations hereunder and to the following additional conditions precedentconditions: (a) On If the Registration Statement has not become effective prior to the Execution Time, unless the Representatives agree in writing to a later time, the Registration Statement will become effective not later than (i) 6:00 PM New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 PM New York City time on such date or (ii) 9:30 AM on the date hereofBusiness Day following the day on which the public offering price was determined, if such determination occurred after 3:00 PM New York City time on such date; if filing of the Final Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Representative shall have received a letter (a "Procedures Letter")Final Prospectus, dated the date of this Agreement of each of Price Waterhouse LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP verifying the accuracy of any such financial and statistical data contained in the Prospectus as the Representative shall deem reasonably advisable. In additionsupplement, if any amendment or supplement to the Prospectus made after the date hereof contains financial or statistical data, the Representative shall have received a letter dated the Closing Date confirming each Procedures Letter and providing additional comfort on such new data. (b) The Prospectus Supplement shall have been will be filed in the manner and within the time period required by Rule 424(b) of the Rules and Regulations); and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Bank, Chase or The Chase Manhattan Corporation which, in the reasonable judgment of the Representative, materially impairs the investment quality of the Notes or makes it impractical to market the Notes; (ii) any suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Bank, Chase or The Chase Manhattan Corporation on any exchange or in the over-the-counter market by such exchange or over-the-counter market or by the Commission; (iii) any banking moratorium declared by federal or New York authorities; or (iv) any outbreak or material escalation of major hostilities or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representative, the effect of any such outbreak, escalation, calamity or emergency on the United States financial markets makes it impracticable or inadvisable to proceed with completion of the sale of and any payment for the Notes. (db) The Representative Company shall have received opinions, dated the Closing Date requested and reasonably satisfactory, when taken together, in form and substance to the Representative, of caused ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, special counsel for the Company, to have furnished to the BankRepresentatives their opinion, dated the Closing Date and addressed to the Representatives, to the effect that: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of Delaware, with power and authority to own its properties and conduct its business as described in the Prospectus; (ii) The Company has an authorized capitalization as set forth in the Prospectus, and all of the issued shares of capital stock of the Company (including the Securities being delivered at the Closing Date) have been duly and validly authorized and issued and are, to its knowledge, fully paid and non-assessable; and the Securities conform in all material respects to the description of the Securities contained in the Prospectus; (iii) The Company has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of California, Illinois, New Jersey, New York, Ohio, Texas and Virginia; (iv) To such counsel’s knowledge and other than as set forth in the Prospectus, there are no legal or governmental proceedings pending to which the Company is a party which, if determined adversely to the Company, would individually or in the aggregate have a Material Adverse Effect; and, to such counsel’s knowledge, no such proceedings are threatened by governmental authorities or threatened by others; (v) This Agreement has been duly authorized, executed and delivered by the Company; (vi) The issue and sale of the Securities being delivered at the Closing Date by the Company and the compliance by the Company with all of the provisions of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of the provisions of the Certificate of Incorporation or Bylaws of the Company or any statute or any order, rule or regulation known to such counsel of any court or governmental agency or body having jurisdiction over the Company or any of its properties; (vii) No consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement, except the registration under the Act of the Securities, and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters; (viii) To such counsel’s knowledge, the Company is not in violation of its Certificate of Incorporation or Bylaws; (ix) The statements set forth in the Prospectus under the caption “Description of Securities to be Registered”, insofar as they purport to constitute a summary of the terms of the Common Stock and under the caption “Underwriting” and “Shares Eligible for Future Sale” insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate and complete in all material respects; (x) The Company is not an “investment company”, as such term is defined in the Investment Company Act; and (xi) The Registration Statement and the Prospectus and any further amendments and supplements thereto made by the Company prior to the Closing Date (other than the financial statements and related schedules thereto and the financial data derived from the financial statements included therein, as to which such counsel need express no belief) comply as to form in all material respects with the requirements of the Act and the rules and regulations thereunder; although they do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus, except for those referred to in the opinion in subsection (ix) of this section 6(b), they have no reason to believe that, as of its effective date, the Registration Statement or any further amendment thereto made by the Company prior to the Closing Date (other than the financial statements and related schedules thereto and the financial data derived from the financial statements included therein or other financial data, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that, as of its date, the Prospectus or any further amendment or supplement thereto made by the Company prior to the Closing Date (other than the financial statements and related schedules thereto and the financial data derived from the financial statements included therein or other financial data, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or that, as of the Closing Date, either the Registration Statement or the Prospectus or any further amendment or supplement thereto made by the Company prior to the Closing Date (other than the financial statements and related schedules thereto and the financial data derived from the financial statements included therein or other financial data, as to which such counsel need express no opinion) contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and they do not know of any contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be described in the Registration Statement or the Prospectus which are not filed or described as required. (c) The Company shall have requested and caused ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, General Counsel for the Company, to have furnished to the Representatives her opinion, dated the Closing Date and addressed to the Representatives, to the effect that: (i) The issue and sale of the Securities being delivered at the Closing Date by the Company and the compliance by the Company with all of the provisions of this Agreement and the consummation of the transactions contemplated herein will not result in a breach or violation of any of the terms or provisions of, or constitute a default under, any agreement or instrument filed as an exhibit to the Registration Statement or as an exhibit to the Company’s Form 10-K/A for the year ended December 31, 2002 and which are not the subject of the opinions to be delivered pursuant to Sections 6(b) or 6(d) hereof; and (ii) To such counsel’s knowledge, the Company is not in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument filed as an exhibit to the Registration Statement or the Company’s Form 10-K/A for the year ended December 31, 2002 to which it is a party or by which it or any of its properties may be bound. (d) The Company shall have requested and caused Willkie, ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, counsel to the Company, to have furnished to the Representatives their opinion, dated the Closing Date and addressed to the Representatives, to the effect that the issue and sale of the Securities being delivered at the Closing Date by the Company and the compliance by the Company with all of the provisions of this Agreement and the consummation of the transactions contemplated herein will not result in a breach or violation of any of the terms or provisions of, or constitute a default under, the Amended and Restated Credit and Guaranty Agreement, dated as of September 30, 2001, as amended, and the Indenture, dated as of December 1, 1999, providing for the issuance thereunder by the Company and the authentication and delivery by the Trustee, of the Company’s 13% Senior Notes due 2007, as amended by the First Supplemental Indenture, dated as of December 28, 2002. (e) The Representatives shall have received from ▇▇▇▇▇▇ & Finger, special counsel to the Trust, and such other counsel otherwise reasonably acceptable to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (e) The Representative shall have received an opinion or opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the Bank, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to certain matters relating to the transfers of the Receivables from the Bank to the Trust and with respect to a grant of a security interest in the Receivables to the Indenture Trustee, and an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, with respect to the perfection of the Trust's and the Indenture Trustee's interests in the Receivables. (f) The Representative shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to for the Underwriters, such opinion or opinions, dated the Closing Date (g) The Representative shall have received an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special tax counsel Date and addressed to the Bank, dated the Closing Date and reasonably satisfactory in form and to the effect (a) that under current law the Notes will be characterized as debt, and the Trust will not be characterized as an association (or a publicly traded partnership) taxable as a corporation for United States federal income tax purposes and (b) that, subject to the qualifications set forth therein, the discussion set forth in the Prospectus Supplement under the caption "Certain Federal Income Tax Consequences" is an accurate summary of the United States federal income tax matters described therein. (h) The Representative shall have received an opinion of ▇▇▇▇▇▇ & Whitney LLP, counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the RepresentativeRepresentatives, with respect to such the issuance and sale of the Securities, the Registration Statement, the Final Prospectus (together with any supplement thereto) and other related matters as are customary the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the transactions contemplated by this Agreement. In rendering purpose of enabling them to pass upon such opinions, counsel to the Indenture Trustee may rely on the opinion of the office of the general counsel to the Indenture Trusteematters. (if) The Representative Company shall have received an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel furnished to the Owner TrusteeRepresentatives a certificate of the Company, signed by the Chief Executive Officer or the President and such other counsel reasonably satisfactory to the Representative and its counsel, dated principal financial or accounting officer of the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (j) The Class A-1 Notes shall have been rated "A-1+" by Standard & Poor's, P-1 by ▇▇▇▇▇'▇ and "F-1+" by Fitch. The Class A-2 Notes, Class A-3 Notes and Class A-4 Notes shall have been rated "AAA" by Standard & Poor's, Aaa by ▇▇▇▇▇'▇ and "AAA" by Fitch. The Certificates shall have been rated "A+" by Standard & Poor's, A2 by ▇▇▇▇▇'▇ and "A+" and by Fitch. (k) The Representative shall have received a certificateCompany, dated the Closing Date, of an attorney-in-fact, a Vice President or more senior officer of the Bank in which such person, to the best effect that the signers of his or her knowledge after reasonable investigationsuch certificate have carefully examined the Registration Statement, shall state that the Final Prospectus, any supplements to the Final Prospectus and this Agreement and that: (i) the representations and warranties of the Bank Company in this Agreement are true and correct in all material respects on and as of the Closing Date, (ii) Date with the Bank same effect as if made on the Closing Date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, ; (iii) the representations and warranties of the Bank, as Seller and Servicer, in the Sale and Servicing Agreement and, as Depositor, in the Trust Agreement, are true and correct as of the dates specified in the Sale and Servicing Agreement and the Trust Agreement, (ivii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are threatened by or, to the CommissionCompany’s knowledge, threatened; and (viii) subsequent to since the date of the Prospectusmost recent financial statements included or incorporated by reference in the Final Prospectus (exclusive of any supplement thereto), there has been no material adverse change Material Adverse Effect. (g) At the Execution Time and also on the Closing Date, PricewaterhouseCoopers LLP shall have furnished to the Underwriters letters, dated the respective dates of delivery thereof, in form and substance satisfactory to you, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and the Prospectus; (h) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Final Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (e) of this Section 6 or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial position or results of operation otherwise), earnings, business or properties of the Bank's automotive finance business Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Final Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Final Prospectus or as described in such certificate and (vi) the Prospectus does not contain exclusive of any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleadingsupplement thereto). (li) On Prior to the Closing Date, $30,620,164.79 aggregate amount of Certificates the Company shall have been issued and sold pursuant furnished to the Certificate Underwriting Agreement. The Bank will furnish the RepresentativeRepresentatives such further information, or cause the Representative to be furnished, with such number of conformed copies of such opinions, certificates, letters certificates and documents as the Representative Representatives may reasonably requestsrequest. (j) The Securities to be delivered on the Closing Date shall have been approved for listing on the Nasdaq National Market, subject only to official notice of issuance. (k) At the Execution Time, the Company shall have furnished to the Representatives a letter substantially in the form of Exhibit A hereto (or such other form that has been previously approved by a Representative) from each officer and director of the Company and the stockholders listed on Exhibit B addressed to the Representatives. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled on the Closing Date by the Representatives. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Underwriters, at Eighty ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on the Closing Date.

Conditions to the Obligations of the Underwriters. The obligation obligations of the several Underwriters to purchase the Underwritten Securities and pay for the Notes will Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Bank Company contained herein on the date hereof and as of the Execution Time, the Closing DateDate and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of officers of the Bank Company made in any certificates pursuant to the provisions hereof, to the performance by the Bank Company of its obligations hereunder and to the following additional conditions precedentconditions: (a) On If the Registration Statement has not become effective prior to the Execution Time, unless the Representatives agree in writing to a later time, the Registration Statement will become effective not later than (i) 6:00 PM New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 PM New York City time on such date or (ii) 9:30 AM on the date hereofBusiness Day following the day on which the public offering price was determined, if such determination occurred after 3:00 PM New York City time on such date; if filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Representative shall have received a letter (a "Procedures Letter")Prospectus, dated the date of this Agreement of each of Price Waterhouse LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP verifying the accuracy of any such financial and statistical data contained in the Prospectus as the Representative shall deem reasonably advisable. In additionsupplement, if any amendment or supplement to the Prospectus made after the date hereof contains financial or statistical data, the Representative shall have received a letter dated the Closing Date confirming each Procedures Letter and providing additional comfort on such new data. (b) The Prospectus Supplement shall have been will be filed in the manner and within the time period required by Rule 424(b) of the Rules and Regulations); and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Bank, Chase or The Chase Manhattan Corporation which, in the reasonable judgment of the Representative, materially impairs the investment quality of the Notes or makes it impractical to market the Notes; (ii) any suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Bank, Chase or The Chase Manhattan Corporation on any exchange or in the over-the-counter market by such exchange or over-the-counter market or by the Commission; (iii) any banking moratorium declared by federal or New York authorities; or (iv) any outbreak or material escalation of major hostilities or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representative, the effect of any such outbreak, escalation, calamity or emergency on the United States financial markets makes it impracticable or inadvisable to proceed with completion of the sale of and any payment for the Notes. (db) The Representative Company shall have received opinions, dated the Closing Date requested and reasonably satisfactory, when taken together, in form and substance to the Representative, of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇caused ▇▇▇▇▇▇▇, special counsel to the Bank, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, and such other counsel otherwise reasonably acceptable to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (e) The Representative shall have received an opinion or opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the Bank, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to certain matters relating to the transfers of the Receivables from the Bank to the Trust and with respect to a grant of a security interest in the Receivables to the Indenture Trustee, and an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, with respect to the perfection of the Trust's and the Indenture Trustee's interests in the Receivables. (f) The Representative shall have received from ▇▇▇▇▇▇, ▇▇▇▇ Phleger & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company, to have furnished to the Underwriters, such opinion or opinions, dated the Closing Date (g) The Representative shall have received an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special tax counsel to the BankRepresentatives their opinion, dated the Closing Date and reasonably satisfactory in form and addressed to the Representatives, to the effect (a) that under current law the Notes will be characterized as debt, and the Trust will not be characterized as an association (or a publicly traded partnership) taxable as a corporation for United States federal income tax purposes and (b) that, subject to the qualifications set forth therein, the discussion set forth in the Prospectus Supplement under the caption "Certain Federal Income Tax Consequences" is an accurate summary of the United States federal income tax matters described therein. (h) The Representative shall have received an opinion of ▇▇▇▇▇▇ & Whitney LLP, counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the transactions contemplated by this Agreement. In rendering such opinions, counsel to the Indenture Trustee may rely on the opinion of the office of the general counsel to the Indenture Trustee.: (i) The Representative shall Company is a corporation duly incorporated and validly existing in good standing under the laws of the State of Delaware with corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus (and any amendment or supplement thereto), and, to such counsel's knowledge, is duly registered and qualified to conduct its business and is in good standing in each jurisdiction where the nature of its properties or the conduct of its business requires such registration or qualification, except where the failure so to register or qualify would not have received an opinion a material adverse effect on the condition (financial or other), business, properties, or results of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to operations of the Owner Trustee, and such other counsel reasonably satisfactory to the Representative Company and its counsel, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters subsidiaries taken as are customary for the type of transaction contemplated by this Agreement.a whole; (jii) The Class A-1 Notes shall have been rated "A-1+" by Standard & Poor's, P-1 by ▇▇▇▇▇'▇ and "F-1+" by Fitch. The Class A-2 Notes, Class A-3 Notes and Class A-4 Notes shall have been rated "AAA" by Standard & Poor's, Aaa by ▇▇▇▇▇'▇ and "AAA" by Fitch. The Certificates shall have been rated "A+" by Standard & Poor's, A2 by ▇▇▇▇▇'▇ and "A+" and by Fitch. (k) The Representative shall have received a certificate, dated the Closing Date, of an attorney-in-fact, a Vice President or more senior officer authorized capital stock of the Bank in which such person, to the best of his or her knowledge after reasonable investigation, shall state that (i) the representations and warranties of the Bank in this Agreement are true and correct Company conforms in all material respects on and as to legal matters to the description thereof incorporated by reference in the Prospectus; (iii) All the shares of capital stock of the Closing Date, (ii) the Bank has complied with all agreements and satisfied all conditions Company outstanding on its part to be performed or satisfied hereunder at or prior to the Closing Date, (iii) the representations and warranties issuance of the BankSecurities to be issued and sold hereunder, as Seller have been duly authorized and Servicervalidly issued, in the Sale and Servicing Agreement and, as Depositor, in the Trust Agreement, are true fully paid and correct as of the dates specified in the Sale and Servicing Agreement and the Trust Agreement, nonassessable; (iv) no stop order suspending The Securities to be issued and sold to Underwriters hereunder have been duly authorized and, when issued and delivered to the effectiveness Underwriters against payment therefor in accordance with the terms hereof, will be validly issued, fully paid and nonassessable and free of any preemptive rights set forth in the Company's Certificate of Incorporation or Bylaws or to the knowledge of such counsel, similar rights that entitle any person to acquire any shares of capital stock upon the issuance thereof by the Company; (v) Except as contemplated by or as disclosed in the Prospectus or the documents incorporated by reference into the Prospectus or the Registration Statement has been issued and no proceedings for that purpose have been instituted or are threatened by the Commission, (v) subsequent to the date of the Prospectus, there has been no material adverse change in the financial position or results of operation of the Bank's automotive finance business except as set forth in or contemplated by the Prospectus or as described in such certificate and (vi) the Prospectus does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. (l) On the Closing Date, $30,620,164.79 aggregate amount of Certificates shall have been issued and sold pursuant to the Certificate Underwriting Agreement. The Bank will furnish the Representative, or cause the Representative to be furnished, with such number of conformed copies of such opinions, certificates, letters and documents as the Representative reasonably requests.the

Conditions to the Obligations of the Underwriters. The obligation obligations of the several Underwriters to purchase the Underwritten Securities and pay for the Notes will Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Bank Company and the Selling Stockholders contained herein on the date hereof and as of the Applicable Time, the Closing Date and the Option Closing Date, if applicable, pursuant to Section 3 hereof, to the accuracy of the statements of officers of the Bank Company and the Selling Stockholders made in any certificates pursuant to the provisions hereof, to the performance by the Bank Company and the Selling Stockholders of its their respective obligations hereunder and to the following additional conditions precedentconditions: (a) On If the Registration Statement has not become effective prior to the Applicable Time, unless the Representatives agree in writing to a later time, the Registration Statement will become effective not later than (i) 6:00 PM New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 PM New York City time on such date or (ii) 9:30 AM on the date hereofBusiness Day following the day on which the public offering price was determined, if such determination occurred after 3:00 PM New York City time on such date; if filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Representative shall have received a letter (a "Procedures Letter")Prospectus, dated the date of this Agreement of each of Price Waterhouse LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP verifying the accuracy of any such financial and statistical data contained in the Prospectus as the Representative shall deem reasonably advisable. In additionsupplement, if any amendment or supplement to the Prospectus made after the date hereof contains financial or statistical data, the Representative shall have received a letter dated the Closing Date confirming each Procedures Letter and providing additional comfort on such new data. (b) The Prospectus Supplement shall have been will be filed in the manner and within the time period required by Rule 424(b) of the Rules and Regulations); and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Bank, Chase or The Chase Manhattan Corporation which, in the reasonable judgment of the Representative, materially impairs the investment quality of the Notes or makes it impractical to market the Notes; (ii) any suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Bank, Chase or The Chase Manhattan Corporation on any exchange or in the over-the-counter market by such exchange or over-the-counter market or by the Commission; (iii) any banking moratorium declared by federal or New York authorities; or (iv) any outbreak or material escalation of major hostilities or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representative, the effect of any such outbreak, escalation, calamity or emergency on the United States financial markets makes it impracticable or inadvisable to proceed with completion of the sale of and any payment for the Notes. (db) The Representative Company shall have received opinions, dated the Closing Date requested and reasonably satisfactory, when taken together, in form and substance to the Representative, of caused W▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & R▇▇▇▇▇, Professional Corporation, counsel for the Company, to have furnished to the Representatives their opinion, dated the Closing Date and addressed to the Representatives, to the effect set forth in Exhibit B. (c) The Company shall have requested and caused D▇▇▇▇▇▇▇▇▇ D▇▇▇▇▇▇▇ S▇▇▇▇ M▇▇▇▇▇, special Canadian counsel for the Company, to have furnished to the BankRepresentatives their opinion, dated the Closing Date and addressed to the Representatives, to the effect set forth in Exhibit C. (d) The Selling Stockholders shall have requested and caused Ropes & G▇▇▇ LLP, counsel for the Selling Stockholders, to have furnished to the Representatives their opinion dated the Closing Date and addressed to the Representatives, to the effect set forth in Exhibit D. (e) The Selling Stockholders shall have requested and caused D▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, and such other counsel otherwise reasonably acceptable to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (e) The Representative shall have received an opinion or opinions of D▇▇▇▇▇▇▇ S▇▇▇▇ M▇▇▇▇▇, Canadian counsel for the Selling Stockholders, to have furnished to the Representatives their opinion dated the Closing Date and addressed to the Representatives, to the effect set forth in Exhibit E. (f) The Representatives shall have received from D▇▇▇▇ ▇▇▇▇ & ▇W▇▇▇▇▇▇▇, special counsel to the Bank, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to certain matters relating to the transfers of the Receivables from the Bank to the Trust and with respect to a grant of a security interest in the Receivables to the Indenture Trustee, and an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, with respect to the perfection of the Trust's and the Indenture Trustee's interests in the Receivables. (f) The Representative shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to for the Underwriters, such opinion or opinions, dated the Closing DateDate and addressed to the Representatives, with respect to the issuance and sale of the Securities, the Registration Statement, the General Disclosure Package and the Prospectus (together with any supplement to any such document) and other related matters as the Representatives may reasonably require, and the Company and each Selling Stockholder shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (g) The Representative Company shall have received an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special tax counsel furnished to the BankRepresentatives a certificate of the Company, dated signed by the Closing Date and reasonably satisfactory in form and to Chairman of the effect (a) that under current law Board or the Notes will be characterized as debt, President and the Trust will not be characterized as an association (principal financial or a publicly traded partnership) taxable as a corporation for United States federal income tax purposes and (b) that, subject to the qualifications set forth therein, the discussion set forth in the Prospectus Supplement under the caption "Certain Federal Income Tax Consequences" is an accurate summary accounting officer of the United States federal income tax matters described therein. (h) The Representative shall have received an opinion of ▇▇▇▇▇▇ & Whitney LLP, counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the transactions contemplated by this Agreement. In rendering such opinions, counsel to the Indenture Trustee may rely on the opinion of the office of the general counsel to the Indenture Trustee. (i) The Representative shall have received an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Owner Trustee, and such other counsel reasonably satisfactory to the Representative and its counsel, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (j) The Class A-1 Notes shall have been rated "A-1+" by Standard & Poor's, P-1 by ▇▇▇▇▇'▇ and "F-1+" by Fitch. The Class A-2 Notes, Class A-3 Notes and Class A-4 Notes shall have been rated "AAA" by Standard & Poor's, Aaa by ▇▇▇▇▇'▇ and "AAA" by Fitch. The Certificates shall have been rated "A+" by Standard & Poor's, A2 by ▇▇▇▇▇'▇ and "A+" and by Fitch. (k) The Representative shall have received a certificateCompany, dated the Closing Date, of an attorney-in-fact, a Vice President or more senior officer of the Bank in which such person, to the best effect that the signers of his or her knowledge after reasonable investigationsuch certificate have carefully examined the Registration Statement, shall state that the Prospectus, any supplements to the Prospectus and this Agreement and that: (i) the representations and warranties of the Bank Company in this Agreement were true and correct as of the Applicable Time and are true and correct in all material respects on and as of the Closing Date, (ii) Date with the Bank same effect as if made on the Closing Date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, ; (iii) the representations and warranties of the Bank, as Seller and Servicer, in the Sale and Servicing Agreement and, as Depositor, in the Trust Agreement, are true and correct as of the dates specified in the Sale and Servicing Agreement and the Trust Agreement, (ivii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are threatened by or, to the CommissionCompany’s knowledge, threatened; and (viii) subsequent to since the date of the Prospectusmost recent financial statements included in the Prospectus (exclusive of any supplement thereto), there has been no material adverse change effect on the financial condition, prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the financial position or results ordinary course of operation of the Bank's automotive finance business business, except as set forth in or contemplated in the Prospectus (exclusive of any supplement thereto). (1) Each Selling Stockholder identified with an asterisk on Schedule II hereto shall have duly authorized, executed and delivered the Custody Agreement, (2) each of B▇▇▇ Capital Funds, Seneca Investments LLC and C▇▇▇▇▇▇ ▇▇▇▇▇▇ shall have duly authorized, executed and delivered this Agreement and (3) each Selling Stockholder that is an executive officer or director of the Company or affiliated with any such executive officer or director shall have furnished to the Representatives a certificate, signed by such Selling Stockholder, dated the Closing Date, to the effect that the signer of such certificate has carefully examined the Registration Statement, the General Disclosure Package and the Prospectus, any supplement to the Prospectus and this Agreement and that the representations and warranties of such Selling Stockholder in this Agreement are true and correct in all material respects on and as of the Closing Date to the same effect as if made on the Closing Date. (i) The Company shall have requested and caused Deloitte & Touche LLP to have furnished to the Representatives letters, at the date of this Agreement and at the Closing Date, dated respectively as of the date of this Agreement and as of the Closing Date, in form and substance satisfactory to the Representatives as set forth in Exhibit F. The Company shall have requested and caused B▇▇▇▇ A▇▇▇▇ LLP to have furnished to the Representatives, at the date of this Agreement and at the Closing Date, letters, dated respectively as of the date of this Agreement and as of the Closing Date, in form and substance reasonably satisfactory to the Representatives, confirming that they are independent accountants within the meaning of the Act and the applicable rules and regulations adopted by the Prospectus or as described Commission thereunder stating in such certificate effect that in their opinion the audited financial statements and (vi) financial statement schedules of JobFlash, Inc. included in the Registration Statement, the General Disclosure Package and the Prospectus does not contain any untrue statement of a and reported on by them comply as to form in all material fact or omit to state a material fact required to be stated therein or necessary in order to make respects with the statements therein, in light applicable accounting requirements of the circumstances Act and the related rules and regulations adopted by the Commission. (j) Since the respective dates as of which information is given in which they were madethe Registration Statement, the General Disclosure Package and Prospectus, there has not misleadingbeen (A) any change or decrease specified in the letter or letters referred to in paragraph (i) of this Section 6 or (B) any material adverse change or any development involving a prospective material adverse change in or affecting the business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company and the Subsidiaries taken as a whole, whether or not arising in the ordinary course of business. (k) Prior to the Closing Date, the Company and the Selling Stockholders shall have furnished to the Representatives such further information, certificates and documents in substantially the form previously provided to the Company. (l) On Subsequent to the Applicable Time, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (m) The Securities shall have been approved for listing on the Nasdaq Global Market, and satisfactory evidence of such actions shall have been provided to the Representatives. (n) At the Applicable Time, the Company shall have furnished to the Representatives a letter substantially in the form of Exhibit A (a “Lock-up Agreement”) hereto, or in such other form approved by Deutsche Bank Securities Inc., from each officer and director of the Company and each of the Selling Stockholders addressed to the Representatives. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation shall be given to the Company and each Selling Stockholder in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇, counsel for the Underwriters, at 1▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, on the Closing Date, $30,620,164.79 aggregate amount of Certificates shall have been issued and sold pursuant to the Certificate Underwriting Agreement. The Bank will furnish the Representative, or cause the Representative to be furnished, with such number of conformed copies of such opinions, certificates, letters and documents as the Representative reasonably requests.

Conditions to the Obligations of the Underwriters. The obligation obligations of the several Underwriters to purchase the Underwritten Securities and pay for the Notes will Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Bank Company contained herein on the date hereof and as of the Execution Time, the Closing DateDate and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of officers of the Bank Company made in any certificates pursuant to the provisions hereof, to the performance by the Bank Company of its obligations hereunder and to the following additional conditions precedentconditions: (a) On If the Registration Statement has not become effective prior to the Execution Time, unless the Representatives agree in writing to a later time, the Registration Statement will become effective not later than (i) 6:00 PM New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 PM New York City time on such date or (ii) 9:30 AM on the date hereofBusiness Day following the day on which the public offering price was determined, if such determination occurred after 3:00 PM New York City time on such date; if filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Representative shall have received a letter (a "Procedures Letter")Prospectus, dated the date of this Agreement of each of Price Waterhouse LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP verifying the accuracy of any such financial and statistical data contained in the Prospectus as the Representative shall deem reasonably advisable. In additionsupplement, if any amendment or supplement to the Prospectus made after the date hereof contains financial or statistical data, the Representative shall have received a letter dated the Closing Date confirming each Procedures Letter and providing additional comfort on such new data. (b) The Prospectus Supplement shall have been will be filed in the manner and within the time period required by Rule 424(b) of the Rules and Regulations); and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (cb) Subsequent The Company shall have requested and caused Pillsbury Madison & Sutro LLP, counsel for the Company, to have furnished to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Bank, Chase or The Chase Manhattan Corporation which, in the reasonable judgment of the Representative, materially impairs the investment quality of the Notes or makes it impractical to market the Notes; (ii) any suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Bank, Chase or The Chase Manhattan Corporation on any exchange or in the over-the-counter market by such exchange or over-the-counter market or by the Commission; (iii) any banking moratorium declared by federal or New York authorities; or (iv) any outbreak or material escalation of major hostilities or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representative, the effect of any such outbreak, escalation, calamity or emergency on the United States financial markets makes it impracticable or inadvisable to proceed with completion of the sale of and any payment for the Notes. (d) The Representative shall have received opinionsRepresentatives their opinion, dated the Closing Date and reasonably satisfactoryaddressed to the Representatives, to the effect that: (i) The Company has been duly incorporated and is validly existing and is in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Prospectus, and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company, whether or not arising from transactions in the ordinary course of business; (ii) the Company's authorized equity capitalization is as set forth in the Prospectus; the capital stock of the Company conforms in all material respects to the description thereof contained in the Prospectus; the outstanding shares of Common Stock have been duly and validly authorized and issued and are fully paid and nonassessable; the Securities have been duly and validly authorized, and, when taken togetherissued and delivered to and paid for by the Underwriters pursuant to this Agreement, will be fully paid and nonassessable; the Securities are duly listed, and admitted and authorized for trading, subject to official notice of issuance and evidence of satisfactory distribution, on the Nasdaq National Market; the certificates for the Securities are in valid and sufficient form; the holders of outstanding shares of capital stock of the Company are not entitled to preemptive or other rights to subscribe for the Securities; and, except as set forth in the Prospectus, to the knowledge of such counsel, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, shares of capital stock of or ownership interests in the Company are outstanding; (iii) to the knowledge of such counsel, there is no pending or threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or its property of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Prospectus, and there is no franchise, contract or other document of a character required to be described in the Registration Statement or Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; and the statements included in the Prospectus under the headings "Risk Factors -- Our incorporation documents and Delaware law may inhibit a takeover that stockholders consider favorable and could also limit the market price of your stock", "Risk Factors -- The future sale of common stock could negatively affect our stock price", "Business -- Legal Proceedings", "Description of Capital Stock -- Anti-Takeover Provisions of our Amended and Restated Certificate of Incorporation and By-laws and Delaware Law", "Shares Eligible For Future Sale" and "U.S. Consequences to Non-United States Holders", insofar as such statements summarize legal matters, agreements, documents, or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings; (iv) the Registration Statement has become effective under the Act; any required filing of the Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued, no proceedings for that purpose have been instituted or, to the knowledge of such counsel, threatened and the Registration Statement and the Prospectus (other than the financial statements and other financial information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the rules thereunder; (v) this Agreement has been duly authorized, executed and delivered by the Company; (vi) the Company is not and, immediately after giving effect to the offering and sale of the Securities and the receipt of the proceeds thereof as described in the Prospectus, will not be, an "investment company" as defined in the Investment Company Act of 1940, as amended; (vii) no consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated herein, except such as have been obtained under the Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated in this Agreement and in the Prospectus and such other approvals (specified in such opinion) as have been obtained; (viii) neither the issue and sale of the Securities, nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof will conflict with, result in a breach or violation of or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, (i) the Amended and Restated Certificate of Incorporation or by-laws of the Company, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company is a party or bound or to which its property is subject and which are listed on an exhibit to such opinion, or (iii) any statute, law, rule, regulation, or, to our knowledge, any judgment, order or decree applicable to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its or their properties, which violation or default would, in form the case of clauses (ii) and substance (iii) above, either individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company, whether or not arising from transactions in the ordinary course of business; and (ix) no holders of securities of the Company have rights to the Representativeregistration of such securities under the Registration Statement. Such counsel shall also state that such counsel has no reason to believe that on the Effective Date or such later date, if any, the Registration Statement was last deemed amended the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus as of its date and on the Closing Date included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial information contained therein, as to which such counsel need express no opinion); Such opinion shall be limited in all respects to matters governed by the laws of the State of California, the General Corporate Law of Delaware and the Federal laws of the United States. As to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Prospectus in this paragraph (b) include any supplements thereto at the Closing Date. (c) ▇▇▇▇▇▇▇▇▇ ▇▇▇, Esq., the Company's General Counsel, shall have furnished to the Representatives his opinion, dated the Closing Date and addressed to the Representatives, to the effect that: (i) to his knowledge, there is no pending or threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or its property of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Prospectus, and there is no franchise, contract or other document of a character required to be described in the Registration Statement or Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; and the statements included in the Prospectus under the headings "Risk Factors -- Our incorporation documents and Delaware law may inhibit a takeover that stockholders consider favorable and could also limit the market price of your stock", "Risk Factors -- The future sale of common stock could negatively affect our stock price", "Business -- Legal Proceedings", "Description of Capital Stock -- Anti-Takeover Provisions of our Amended and Restated Certificate of Incorporation and By-laws and Delaware Law", "Shares Eligible For Future Sale" and "U.S. Consequences to Non-United States Holders", insofar as such statements summarize legal matters, agreements, documents, or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings; (ii) he has no reason to believe that on the Effective Date or the date the Registration Statement was last deemed amended the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus as of its date and on the Closing Date included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial information contained therein, as to which he need express no opinion); and (iii) the Statements as they relate to the Intellectual Property and the License Agreements are accurate and fair summaries of the material legal matters and such License Agreements referred to therein. (d) The Company shall have requested and caused Pillsbury Madison & Sutro LLP, patent counsel for the Company, to have furnished to the Representatives their opinion, dated the Closing Date and addressed to the Representatives, in the form of Exhibit B hereto. (e) ▇▇▇▇ ▇▇▇▇▇, Esq., the Company's Vice President of Intellectual Property, shall have furnished to the Representatives his opinion, dated the Closing Date and addressed to the Representatives in the form of Exhibit C hereto. (f) The Company shall have requested and caused ▇▇▇▇▇ & ▇▇▇▇▇▇▇ L.L.P., regulatory counsel for the Company, to have furnished their opinion, dated the Closing Date and addressed to the Representatives in the form of Exhibit D hereto. (g) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special patent counsel to the Bank, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, and such other counsel otherwise reasonably acceptable to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (e) The Representative shall have received an opinion or opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the Bank, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to certain matters relating to the transfers of the Receivables from the Bank to the Trust and with respect to a grant of a security interest in the Receivables to the Indenture Trustee, and an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, with respect to the perfection of the Trust's and the Indenture Trustee's interests in the Receivables. (f) The Representative Barney Inc. shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇furnished to ▇▇▇▇▇▇▇ LLP▇▇▇▇▇ ▇▇▇▇▇▇ Inc. their opinions dated the Closing Date and addressed to ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. which opinion shall be satisfactory in all respects to ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. (h) The Representatives shall have received from Cravath, Swaine & ▇▇▇▇▇, counsel to for the Underwriters, such opinion or opinions, dated the Closing Date (g) The Representative shall have received an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special tax counsel Date and addressed to the Bank, dated the Closing Date and reasonably satisfactory in form and to the effect (a) that under current law the Notes will be characterized as debt, and the Trust will not be characterized as an association (or a publicly traded partnership) taxable as a corporation for United States federal income tax purposes and (b) that, subject to the qualifications set forth therein, the discussion set forth in the Prospectus Supplement under the caption "Certain Federal Income Tax Consequences" is an accurate summary of the United States federal income tax matters described therein. (h) The Representative shall have received an opinion of ▇▇▇▇▇▇ & Whitney LLP, counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the RepresentativeRepresentatives, with respect to such the issuance and sale of the Securities, the Registration Statement, the Prospectus (together with any supplement thereto) and other related matters as are customary the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the transactions contemplated by this Agreement. In rendering purpose of enabling them to pass upon such opinions, counsel to the Indenture Trustee may rely on the opinion of the office of the general counsel to the Indenture Trusteematters. (i) The Representative Company shall have received an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel furnished to the Owner TrusteeRepresentatives a certificate of the Company, signed by the Chairman of the Board or the President and such other counsel reasonably satisfactory to the Representative and its counsel, dated principal financial or accounting officer of the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (j) The Class A-1 Notes shall have been rated "A-1+" by Standard & Poor's, P-1 by ▇▇▇▇▇'▇ and "F-1+" by Fitch. The Class A-2 Notes, Class A-3 Notes and Class A-4 Notes shall have been rated "AAA" by Standard & Poor's, Aaa by ▇▇▇▇▇'▇ and "AAA" by Fitch. The Certificates shall have been rated "A+" by Standard & Poor's, A2 by ▇▇▇▇▇'▇ and "A+" and by Fitch. (k) The Representative shall have received a certificateCompany, dated the Closing Date, of an attorney-in-fact, a Vice President or more senior officer of the Bank in which such person, to the best effect that the signers of his or her knowledge after reasonable investigationsuch certificate have carefully examined the Registration Statement, shall state that the Prospectus, any supplements to the Prospectus and this Agreement and that: (i) the representations and warranties of the Bank Company in this Agreement are true and correct in all material respects on and as of the Closing Date, (ii) Date with the Bank same effect as if made on the Closing Date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, ; (iii) the representations and warranties of the Bank, as Seller and Servicer, in the Sale and Servicing Agreement and, as Depositor, in the Trust Agreement, are true and correct as of the dates specified in the Sale and Servicing Agreement and the Trust Agreement, (ivii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are threatened by or, to the CommissionCompany's knowledge, threatened; and (viii) subsequent to since the date of the Prospectusmost recent financial statements included in the Prospectus (exclusive of any supplement thereto), there has been no material adverse change effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company whether or not arising from trans- actions in the financial position or results ordinary course of operation of the Bank's automotive finance business business, except as set forth in or contemplated by contem plated in the Prospectus or as described in such certificate and (vi) the Prospectus does not contain exclusive of any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleadingsupplement thereto). (lj) On The Company shall have requested and caused PricewaterhouseCoopers LLP to have furnished to the Representatives, at the Execution Time and at the Closing Date, $30,620,164.79 aggregate amount letters, dated respectively as of Certificates shall have been issued the Execution Time and sold pursuant as of the Closing Date, in form and substance satisfactory to the Certificate Underwriting AgreementRepresentatives, confirming that they are independent accountants within the meaning of the Act and the applicable rules and regulations adopted by the Commission thereunder and that they have performed a review of the unaudited interim financial information of the Company for the three-month period ended March 31, 2000, and as at March 31, 2000, in accordance with Statement on Auditing Standards No. The Bank will furnish 71 and stating in effect that: (i) in their opinion the Representativeaudited financial statements and financial statement schedules included in the Registration Statement and the Prospectus and reported on by them comply as to form in all material respects with the applicable accounting requirements of the Act and the related rules and regulations adopted by the Commission; (ii) on the basis of a reading of the latest unaudited financial statements made available by the Company; their limited review, or cause in accordance with standards established under Statement on Auditing Standards No. 71, of the Representative to be furnishedunaudited interim financial information for the three-month period ended March 31, with such number of conformed copies of such opinions2000, certificatesand as at March 31, letters and documents as the Representative reasonably requests.2000; carrying out certain specified procedures (but not an examin

Conditions to the Obligations of the Underwriters. The obligation obligations of the several Underwriters to purchase the Underwritten Securities and pay for the Notes will Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Bank Company contained herein on the date hereof and as of the Execution Time, the Closing DateDate and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of officers of the Bank Company made in any certificates pursuant to the provisions hereof, to the performance by the Bank Company of its obligations hereunder and to the following additional conditions precedentconditions: (a) On If the Registration Statement has not become effective prior to the Execution Time, unless the Representatives agree in writing to a later time, the Registration Statement will become effective not later than (i) 6:00 PM New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 PM New York City time on such date or (ii) 9:30 AM on the date hereofBusiness Day following the day on which the public offering price was determined, if such determination occurred after 3:00 PM New York City time on such date; if filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Representative shall have received a letter (a "Procedures Letter")Prospectus, dated the date of this Agreement of each of Price Waterhouse LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP verifying the accuracy of any such financial and statistical data contained in the Prospectus as the Representative shall deem reasonably advisable. In additionsupplement, if any amendment or supplement to the Prospectus made after the date hereof contains financial or statistical data, the Representative shall have received a letter dated the Closing Date confirming each Procedures Letter and providing additional comfort on such new data. (b) The Prospectus Supplement shall have been will be filed in the manner and within the time period required by Rule 424(b) of the Rules and Regulations); and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (cb) Subsequent The Company shall have furnished to the execution and delivery Representatives the opinion of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Bank, Chase or The Chase Manhattan Corporation which, in the reasonable judgment of the Representative, materially impairs the investment quality of the Notes or makes it impractical to market the Notes; (ii) any suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Bank, Chase or The Chase Manhattan Corporation on any exchange or in the over-the-counter market by such exchange or over-the-counter market or by the Commission; (iii) any banking moratorium declared by federal or New York authorities; or (iv) any outbreak or material escalation of major hostilities or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representative, the effect of any such outbreak, escalation, calamity or emergency on the United States financial markets makes it impracticable or inadvisable to proceed with completion of the sale of and any payment for the Notes. (d) The Representative shall have received opinions, dated the Closing Date and reasonably satisfactory, when taken together, in form and substance to the Representative, of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the Bank, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & FingerLLP, special counsel to the Trust, and such other counsel otherwise reasonably acceptable to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (e) The Representative shall have received an opinion or opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the BankCompany, dated the Closing Date and satisfactory in form and substance addressed to the RepresentativeRepresentatives, to the effect that: (i) each of (A) the Company and (B) each Material U.S. Subsidiary (as defined in the Prospectus) has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is chartered or organized, with respect full corporate power and authority to certain matters relating own or lease, as the case may be, and to operate its properties and conduct its business as described in the Registration Statement and the Prospectus; (ii) all the outstanding shares of capital stock of each Material U.S. Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable (except for directors' qualifying shares or similar interests), and, except as otherwise set forth in the Prospectus, all outstanding shares of capital stock of the Material U.S. Subsidiaries to the transfers knowledge of such counsel, in the course of its normal inquiry, are owned by the Company either directly or through wholly owned subsidiaries free and clear of any perfected security interest or, to the knowledge of such counsel, in the course of its normal inquiry, any other security interest, claim, lien or encumbrance; (iii) the Company's authorized and outstanding equity capitalization is as set forth in the Prospectus under the caption "Capitalization"; the capital stock of the Receivables from the Bank Company conforms in all material respects to the Trust and with respect to a grant of a security interest description thereof contained in the Receivables Prospectus; the outstanding shares of Common Stock have been duly authorized and validly issued and are fully paid and nonassessable; the Securities have been duly authorized, and, when issued and delivered to and paid for by the Underwriters pursuant to this Agreement, will be validly issued, fully paid and nonassessable and will conform in all material respects to the Indenture Trusteedescription of Common Stock contained in the Prospectus; the Securities are duly listed, and an opinion admitted and authorized for quotation, subject to official notice of ▇▇▇▇▇▇▇▇issuance, ▇▇▇▇▇▇ & Fingeron the Nasdaq National Market; the certificates for the Securities are in valid and sufficient form; and, special counsel except as set forth in the Prospectus, no options, warrants or other rights to the Trustpurchase, with respect agreements or other obligations to the perfection issue, or rights to convert any obligations into or exchange any securities for, shares of the Trust's and the Indenture Trustee's capital stock of or ownership interests in the ReceivablesCompany are outstanding; (iv) to the knowledge of such counsel (A) there is no pending or threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or the Subsidiaries or its or their property of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Prospectus, and (B) there is no material franchise, contract, indenture, agreement or other document of a character required to be described in the Registration Statement or Prospectus, or to be filed as an exhibit thereto or as an exhibit to any document filed under the Exchange Act, which is not described or filed as required; (v) the Registration Statement has become effective under the Act; any required filing of the Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued, no proceedings for that purpose have been instituted or threatened and the Registration Statement and the Prospectus, including the documents incorporated by reference therein (other than the financial statements and other financial information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the Exchange Act and the respective rules thereunder; and such counsel has no reason to believe that on the Effective Date or at the Execution Time the Registration Statement contains or contained any untrue statement of a material fact or omitted or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus as of its date and on the Closing Date includes any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial information contained therein, as to which such counsel need express no opinion); (vi) the Company has the corporate power and authority to enter into this Agreement and to issue, sell and deliver the Securities to be sold as provided herein, and this Agreement has been duly authorized, executed and delivered by the Company and is a valid, legal and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as enforcement of rights to indemnity and contribution hereunder may be limited by federal or state securities laws or principles of public policy and subject to the qualification that the enforceability of the Company's obligations hereunder may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other laws relating to or affecting creditors rights generally and by general equitable principles; (vii) the Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Prospectus, will not be, an "investment company" as defined in the Investment Company Act of 1940, as amended; and (viii) no consent, approval, authorization, or other action by, or filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated herein, except such as have been obtained under the Act or the Exchange Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters and such other approvals (specified in such opinion) as have been obtained. The opinion of such counsel shall be limited to the laws of the United States, the State of Georgia and the Delaware General Corporation Law. In rendering such opinion, such counsel may rely, as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Prospectus in this paragraph (b) include any supplements thereto at the Closing Date. The opinion or opinions of such counsel shall be rendered to the Underwriters at the request of the Company and shall so state therein. (fc) The Representative Company shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel furnished to the Underwriters, such opinion or opinions, dated the Closing Date (g) The Representative shall have received Representatives an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇, Esq., General Counsel of the Company, dated the Closing Date and addressed to the Representatives, to the effect that: (i) Each of the Company and each Material U.S. Subsidiary is duly registered and qualified to conduct its business and is in good standing as a foreign corporation in each jurisdiction or place where the nature of its properties or the conduct of its business requires such registration or qualification, except where the failure so to register or qualify or to be in good standing does not have a Material Adverse Effect; (ii) neither the Company nor any Subsidiary incorporated in the United States (each a "U.S. Subsidiary") is in violation in any material respect of (A) its respective certificate or articles of incorporation or bylaws or other organizational documents or, (B) to the knowledge of such counsel, obtained in the ordinary course of such counsel's duties, without special inquiry, is in any material respect in default in the performance of any obligation, agreement or condition contained in any bond, debenture, note or other evidence of indebtedness or in any material agreement, indenture, lease or other material instrument to which the Company or any such Subsidiaries is a party or by which any of them or any of their respective properties may be bound, or (C) to the knowledge of such counsel, obtained in the ordinary course of such counsel's duties, without special inquiry, in any material violation of any law, ordinance, administrative or governmental rule or regulation applicable to the Company or any of the Subsidiaries or of any decree of any court or ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. March 31, 1998 Page 18 governmental agency or body having jurisdiction over the Company or any U.S. Subsidiary, except as may be disclosed in the Prospectus, and except where such violation or violations in the aggregate would not have a Material Adverse Effect; (iii) neither the issue and sale of the Securities, nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof does or will conflict with, result in a breach, default or violation of or the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or the U.S. Subsidiaries pursuant to, (A) the certificate or articles of incorporation, bylaws or other organizational documents of the Company or the U.S. Subsidiaries, (B) the terms of any material indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any U.S. Subsidiary is a party or bound or to which its or their property is subject, or (C) any statute, law, rule, regulation, judgment, order or decree known to such counsel to be applicable to the Company or the U.S. Subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or the U.S. Subsidiaries or any of its or their properties, except where such violation or violations in the aggregate would not have a Material Adverse Effect; and (iv) no holders of securities of the Company have rights to the registration of such securities under the Registration Statement. (d) The Company shall have furnished to the Representatives an opinion of ▇▇▇ ▇▇▇ ▇▇▇▇▇, special tax counsel Senior Vice President and Counsel to the BankInterface Europe, B.V., dated the Closing Date and reasonably satisfactory addressed to the Representatives, to that effect that: (i) Each of Interface Europe B.V., Interface Scherpenzeel B.V. and Interface Europe Limited (which are the only non-U.S. Subsidiaries which are Material Subsidiaries (as defined in form the Indenture) (collectively, the "European Subsidiaries") is duly organized and validly existing under the laws of the jurisdiction of its organization, with full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus (and any supplement thereto); and all the outstanding shares of capital stock of each such European Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable, and to the effect (a) that under current law knowledge of such counsel, are wholly owned by the Notes will be characterized as debtCompany directly, and the Trust will not be characterized as an association (or a publicly traded partnership) taxable as a corporation for United States federal income tax purposes and (b) that, subject to the qualifications set forth therein, the discussion set forth in the Prospectus Supplement under the caption "Certain Federal Income Tax Consequences" is an accurate summary indirectly through one of the United States federal income tax matters described therein. (h) The Representative shall have received an opinion of other ▇▇▇▇▇ ▇▇▇▇▇▇ & Whitney LLPInc. March 31, counsel 1998 Page 19 Subsidiaries, free and clear of any security interest, lien, adverse claim, equity or other encumbrance, except as described in the Prospectus and except for the shares of capital stock of such Subsidiaries pledged in connection with credit agreements with SunTrust Bank, Atlanta and The First National Bank of Chicago; (ii) None of the European Subsidiaries is in violation in any material respect of its respective certificate or articles of incorporation or bylaws, or other organizational documents or, to the Indenture Trusteebest knowledge of such counsel obtained in the ordinary course of such counsel's duties without special inquiry, dated is in default in any material respect in the Closing Date performance of any material obligation, agreement or conditions contained in any bond, debenture, note or other evidence of indebtedness or in any material agreement, indenture, lease or other material instrument to which any of such Subsidiaries is a party or by which any of them or any of their respective properties may be bound, except as disclosed in the Prospectus and satisfactory in form and substance except to the Representativeextent that any such violation or default would not have a Material Adverse Effect; (iii) To the best knowledge of such counsel obtained in the ordinary course of such counsel's duties without special inquiry, none of the European Subsidiaries is in material violation of any law, ordinance, administrative or governmental rule or regulation applicable to any such Subsidiaries or of any decree of any court or governmental agency or body having jurisdiction over any such Subsidiaries, except to the extent that any such violation would not have a Material Adverse Effect; and (iv) Neither the offer, sale or delivery of the Securities, the execution, delivery or performance by the Company of this Agreement, compliance by the Company with respect to such matters as are customary for the provisions hereof nor consummation by the Company of the transactions contemplated hereby conflicts or will conflict with or constitutes or will constitute a breach of, or a default under, in any material respect, the certificate or articles of incorporation or bylaws of other organizational documents of any of the European Subsidiaries or any material agreement, indenture, lease or other material instrument to which any European Subsidiary is a party or by this Agreement. In rendering which any of them or any of their respective properties is bound that is known to such opinionscounsel, counsel or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any European Subsidiary pursuant to the Indenture Trustee terms of any material agreement or instrument to which any of them is a party or by which any European Subsidiary may rely on the opinion be bound or to which any of the office property or assets or any of the general counsel them is subject that is known to the Indenture Trusteesuch counsel. (ie) The Representative Representatives shall have received an opinion of ▇▇▇from ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Finger▇▇▇▇▇▇▇, special LLP, counsel to for the Owner TrusteeUnderwriters, and such other counsel reasonably satisfactory to the Representative and its counselopinion or opinions, dated the Closing Date and satisfactory in form and substance addressed to the RepresentativeRepresentatives, with respect to such the issuance and sale of the Securities, the Registration Statement, the Prospectus (together with any supplement thereto) and other related matters as are customary the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the type purpose of transaction contemplated by this Agreementenabling them to pass upon such matters. The opinion or opinions of such counsel shall be rendered to the Underwriters at the request of the Company and shall so state therein. (jf) The Class A-1 Notes Company shall have been rated "A-1+" by Standard & Poor's, P-1 by ▇▇▇▇▇'▇ and "F-1+" by Fitch. The Class A-2 Notes, Class A-3 Notes and Class A-4 Notes shall have been rated "AAA" by Standard & Poor's, Aaa by ▇▇▇▇▇'▇ and "AAA" by Fitch. The Certificates shall have been rated "A+" by Standard & Poor's, A2 by ▇▇▇▇▇'▇ and "A+" and by Fitch. (k) The Representative shall have received a certificate, dated the Closing Date, of an attorney-in-fact, a Vice President or more senior officer of the Bank in which such person, furnished to the best of his or her knowledge after reasonable investigation, shall state that (i) the representations and warranties of the Bank in this Agreement are true and correct in all material respects on and as of the Closing Date, (ii) the Bank has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, (iii) the representations and warranties of the Bank, as Seller and Servicer, in the Sale and Servicing Agreement and, as Depositor, in the Trust Agreement, are true and correct as of the dates specified in the Sale and Servicing Agreement and the Trust Agreement, (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are threatened by the Commission, (v) subsequent to the date of the Prospectus, there has been no material adverse change in the financial position or results of operation of the Bank's automotive finance business except as set forth in or contemplated by the Prospectus or as described in such certificate and (vi) the Prospectus does not contain any untrue statement of Representatives a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. (l) On the Closing Date, $30,620,164.79 aggregate amount of Certificates shall have been issued and sold pursuant to the Certificate Underwriting Agreement. The Bank will furnish the Representative, or cause the Representative to be furnished, with such number of conformed copies of such opinions, certificates, letters and documents as the Representative reasonably requests.c

Conditions to the Obligations of the Underwriters. The obligation obligations of the several Underwriters to purchase and pay for the Notes will Underwriters' Securities shall be subject to the accuracy of the representations and warranties on the part of the Bank Company contained herein on as of the Execution Time, as of the date hereof of the effectiveness of any amendment to the Registration Statement filed prior to the Closing Date (including the filing of any document incorporated by reference therein) and as of the Closing Date, to the accuracy of the statements of officers of the Bank Company made in any certificates pursuant to the provisions hereof, to the performance by the Bank Company of its obligations hereunder and to the following additional conditions precedentconditions: (a) On If the Registration Statement has not become effective prior to the Execution Time, unless the Representatives agree in writing to a later time, the Registration Statement shall have become effective not later than (i) 6:00 P.M. New York City time, on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 P.M. New York City time on such date or (ii) 12:00 Noon on the date hereofbusiness day following the day on which the public offering price was determined, if such determination occurred after 3:00 P.M. New York City time on such date; if filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Representative shall have received a letter (a "Procedures Letter"), dated the date of this Agreement of each of Price Waterhouse LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP verifying the accuracy of such financial and statistical data contained in the Prospectus as the Representative shall deem reasonably advisable. In addition, if any amendment or supplement to the Prospectus made after the date hereof contains financial or statistical data, the Representative shall have received a letter dated the Closing Date confirming each Procedures Letter and providing additional comfort on such new data. (b) The Prospectus Supplement shall have been filed in the manner and within the time period required by Rule 424(b) of the Rules and Regulations); and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement Statement, as amended from time to time, shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (cb) Subsequent The Company shall have furnished to the execution and delivery of this Agreement, there shall not have occurred Representatives: (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties opinion of the BankGeneral Counsel, Chase an Assistant General Counsel, an Associate General Counsel or The Chase Manhattan Corporation which, in the reasonable judgment other senior counsel of the Representative, materially impairs the investment quality of the Notes or makes it impractical to market the Notes; (ii) any suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Bank, Chase or The Chase Manhattan Corporation on any exchange or in the over-the-counter market by such exchange or over-the-counter market or by the Commission; (iii) any banking moratorium declared by federal or New York authorities; or (iv) any outbreak or material escalation of major hostilities or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representative, the effect of any such outbreak, escalation, calamity or emergency on the United States financial markets makes it impracticable or inadvisable to proceed with completion of the sale of and any payment for the Notes. (d) The Representative shall have received opinionsCompany, dated the Closing Date Date, to the effect that: (A) the Company has been duly incorporated and reasonably satisfactoryis validly existing as a corporation in good standing under the laws of the State of New York, with full corporate power and authority to own its properties and conduct its business as described in the Prospectus, and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction within the United States which requires such qualifications wherein it owns or leases material properties or conducts material business; (B) the Securities conform in all material respects to the description thereof contained in the Prospectus; (C) the Indenture has been duly authorized, executed and delivered, has been duly qualified under the Trust Indenture Act, and constitutes a legal, valid and binding obligation enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws affecting creditors' rights generally from time to time in effect, and subject, as to enforceability, to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law); and the Securities have been duly authorized and, when taken togetherexecuted and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to this Agreement, in form the case of the Underwriters' Securities, or by the purchasers thereof pursuant to Delayed Delivery Contracts, in the case of any Contract Securities, will constitute legal, valid and substance binding obligations of the Company entitled to the Representativebenefits of the Indenture (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and other similar laws affecting creditors' rights generally from time to time in effect); (D) to the best knowledge of such counsel, there is no pending or threatened action, suit or proceeding before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries, of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Prospectus, and there is no franchise, contract or other document of a character required to be described in the Registration Statement or Prospectus, or to be filed as an exhibit, which is not described or filed as required; (E) the Registration Statement and any amendments thereto have become effective under the Act; any required filing of the Prospectus and any supplement thereto pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement, as amended, has been issued, no proceedings for that purpose have been instituted or are pending or contemplated under the Act; (F) this Agreement and any Delayed Delivery Contracts have been duly authorized, executed and delivered by the Company; (G) no authorization, approval or other action by, and no notice to, consent of, order of, or filing with, any United States Federal or New York governmental authority or regulatory body is required for the consummation of the transactions contemplated herein or in any Delayed Delivery Contracts, except such as have been obtained under the Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities and such other approvals (specified in such opinion) as have been obtained; (H) such counsel has no reason to believe that (1) the Registration Statement and the Prospectus (except the financial statements and the notes thereto and other information of an accounting or financial nature included therein, and the Statement of Eligibility (Form T-1) included as an exhibit to the Registration Statement, as to which such counsel need express no view) were not appropriately responsive in all material respects to requirements of the Act and the applicable rules and regulations of the Commission thereunder and (2) the Registration Statement or any amendment thereof at the time it became effective contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as amended or supplemented, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (in each case except for the financial statements and the notes thereto and other information of an accounting or financial nature included therein, as to which such counsel need express no view); and (I) none of the issue and sale of the Securities, the consummation of any other of the transactions herein contemplated or the fulfillment of the terms hereof or of any Delayed Delivery Contracts will conflict with, result in a breach of, or constitute a default under, the charter or by-laws of the Company or the terms of any indenture or other agreement or instrument known to such counsel and to which the Company or any of its subsidiaries is a party or bound, or any decree or regulation known to such counsel to be applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Company or any of its subsidiaries. The statements described in one or more of paragraphs (B), (C), (E), (F), (G) and (H)(1) of this subsection 5(b)(i) may be omitted from the opinion of such counsel; provided, however, that in such event the Company shall also have furnished to the Representatives the corresponding opinion or letter of Cravath, Swaine & Moore, counsel for the Company, descr▇▇▇▇ ▇▇ subsection ▇(▇)(ii) or 5(b)(iii) immediately following. (ii) in the event that the statements described in one or more of paragraphs (B), (C), (E), (F) or (G) of foregoing subsection 5(b)(i) is omitted from the opinion delivered pursuant to such subsection, the opinion of Cravath, Swaine & Moore, counsel for the Company, dated the Closi▇▇ ▇▇▇▇, to the ef▇▇▇▇ of the statements so omitted. In rendering such opinions, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of New York or the United States, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriters; and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. (iii) in the event that the statements in paragraph (H)(1) of subsection 5(b)(i) are omitted from the opinion provided pursuant to such subsection, a letter of Cravath, Swaine & Moore dated the Closing Date to the effect ▇▇▇▇, having part▇▇▇▇▇ted in conferences with certain officers of, and with the accountants for, the Company and having made certain inquiries and investigations in connection with the preparation of the Registration Statement and the Prospectus, such counsel has no reason to believe that (i) the Registration Statement and the Prospectus (except the financial statements and the notes thereto and other information of an accounting or financial nature included therein, and the Statement of Eligibility (Form T-1) included as an exhibit to the Registration Statement, as to which such counsel need express no view) were not appropriately responsive in all material respects with requirements of the Act and the applicable rules and regulations of the Commission thereunder and (ii) the Registration Statement at the Effective Date contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus on the Closing Date includes any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (in each case except for the financial statements and the notes thereto and other information of an accounting or financial nature included therein, as to which such counsel need express no view). (c) The Representatives shall have received from Davis Polk & Wardwell, counsel for the Underwriters, such opinion ▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ns, special counsel to the Bank, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, and such other counsel otherwise reasonably acceptable to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (e) The Representative shall have received an opinion or opinions of ▇▇▇▇▇▇date▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the Bank, dated the he Closing Date and satisfactory in form and substance to the Representative, with respect to certain matters relating to the transfers of the Receivables from the Bank to the Trust and with respect to a grant of a security interest in the Receivables to the Indenture Trustee, and an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the TrustDate, with respect to the perfection issuance and sale of the Trust's Securities, the Indenture, any Delayed Delivery Contracts, the Registration Statement, the Prospectus and other related matters as the Representatives may reasonably require, and the Indenture Trustee's interests in Company shall have furnished to such counsel such documents as they request for the Receivablespurpose of enabling them to pass upon such matters. (fd) The Representative Company shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel furnished to the UnderwritersRepresentatives a certificate of the Company, such opinion signed by the principal financial or opinions, dated the Closing Date (g) The Representative shall have received an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special tax counsel to the Bank, dated the Closing Date and reasonably satisfactory in form and to the effect (a) that under current law the Notes will be characterized as debt, and the Trust will not be characterized as an association accounting officer (or a publicly traded partnershipVice President and Treasurer) taxable as a corporation for United States federal income tax purposes and (b) that, subject to the qualifications set forth therein, the discussion set forth in the Prospectus Supplement under the caption "Certain Federal Income Tax Consequences" is an accurate summary of the United States federal income tax matters described therein. (h) The Representative shall have received an opinion of ▇▇▇▇▇▇ & Whitney LLP, counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the transactions contemplated by this Agreement. In rendering such opinions, counsel to the Indenture Trustee may rely on the opinion of the office of the general counsel to the Indenture Trustee. (i) The Representative shall have received an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Owner Trustee, and such other counsel reasonably satisfactory to the Representative and its counsel, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (j) The Class A-1 Notes shall have been rated "A-1+" by Standard & Poor's, P-1 by ▇▇▇▇▇'▇ and "F-1+" by Fitch. The Class A-2 Notes, Class A-3 Notes and Class A-4 Notes shall have been rated "AAA" by Standard & Poor's, Aaa by ▇▇▇▇▇'▇ and "AAA" by Fitch. The Certificates shall have been rated "A+" by Standard & Poor's, A2 by ▇▇▇▇▇'▇ and "A+" and by Fitch. (k) The Representative shall have received a certificateCompany, dated the Closing Date, of an attorney-in-fact, a Vice President or more senior officer of the Bank in which such person, to the best effect that the signer of his or her knowledge after reasonable investigationsuch certificate has carefully examined the Registration Statement, shall state that the Prospectus, any supplement to the Prospectus and this Agreement and that: (i) the representations and warranties of the Bank Company in this Agreement are true and correct in all material respects on and as of the Closing Date, (ii) Date with the Bank same effect as if made on the Closing Date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, ; (iii) the representations and warranties of the Bank, as Seller and Servicer, in the Sale and Servicing Agreement and, as Depositor, in the Trust Agreement, are true and correct as of the dates specified in the Sale and Servicing Agreement and the Trust Agreement, (ivii) no stop order suspending the effectiveness of the Registration Statement Statement, as amended, has been issued and no proceedings for that purpose have been instituted or are threatened by or, to the CommissionCompany's knowledge, threatened; and (viii) subsequent to since the date of the most recent financial statements included in the Prospectus, there has been no material adverse change in the condition (financial position or results of operation other), earnings, business or properties of the Bank's automotive finance business Company and its subsidiaries, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated by in the Prospectus or as described in such certificate and (vi) the Prospectus does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleadingProspectus. (le) On At the Closing Date, $30,620,164.79 aggregate amount of Certificates PricewaterhouseCoopers LLC shall have been issued and sold pursuant furnished to the Certificate Underwriting Agreement. The Bank will furnish Representatives a letter or letters (which may refer to a letter previously delivered to one or more of the RepresentativeRepresentatives), dated as of the Closing Date, in form and substance satisfactory to the Representatives, confirming that they are independent accountants within the meaning of the Act and the Exchange Act and the respective applicable published rules and regulations thereunder, that the response, if any, to Item 10 of the Registration Statement is correct insofar as it relates to them and stating in effect that: (i) in their opinion the audited financial statements and schedules thereto included or cause incorporated in the Representative Registration Statement and the Prospectus and reported on by them comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the published rules and regulations thereunder with respect to financial statements and financial statement schedules included or incorporated in annual reports on Form 10-K under the Exchange Act; (ii) on the basis of a reading of the unaudited financial statements included or incorporated in the Registration Statement and the Prospectus and of the latest unaudited financial statements made available by the Company and its subsidiaries; carrying out certain specified procedures (but not an examination in accordance with generally accepted auditing standards) which would not necessarily reveal matters of significance with respect to the comments set forth in such letter; a reading of the minutes of the meetings of the stockholders, directors and executive committees of the Company and the Subsidiaries since the date of the latest audited balance sheet, through a specified date not more than five business days prior to the date of the letter; and inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its subsidiaries as to transactions and events subsequent to the date of the most recent financial statements incorporated in the Registration Statement and the Prospectus, nothing came to their attention which caused them to believe that: (1) any unaudited financial statements included or incorporated in the Registration Statement and the Prospectus do not comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect to financial statements included or incorporated in quarterly reports on Form 10-Q under the Exchange Act; and said unaudited financial statements are not stated on a basis substantially consistent with that of the audited financial statements included or incorporated in the Registration Statement and the Prospectus; or (2) with respect to the period subsequent to the date of the most recent financial statements incorporated in the Registration Statement and the Prospectus, there were, at a specified date not more than five business days prior to the date of the letter, any increases in long-term debt of the Company and its subsidiaries or decreases in the capital stock of the Company or decreases in the stockholders' equity of the Company and its subsidiaries as compared with the amounts shown on the most recent consolidated balance sheet included or incorporated in the Registration Statement and the Prospectus, except in all instances for increases or decreases set forth in such letter, in which case the letter shall be accompanied by an explanation by the Company as to the significance thereof unless said explanation is not deemed necessary by the Representatives; and (iii) they have performed certain other procedures as a result of which they determined that the information described in a schedule to be furnisheddelivered on behalf of the Underwriters of an accounting, with such number financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general ledger of conformed copies of such opinionsthe Company) set forth in the Registration Statement, certificates, letters and documents as the Representative reasonably requests.as

Conditions to the Obligations of the Underwriters. The obligation obligations of the several Underwriters to purchase the Underwritten Securities and pay for the Notes will Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Bank Company and the Selling Stockholders contained herein on the date hereof and as of the Execution Time, the Closing Date and any Option Closing Date, to the accuracy of the statements of officers of the Bank Company and the Selling Stockholders made in any certificates delivered pursuant to the provisions hereof, to the performance by the Bank Company and the Selling Stockholders of its their respective obligations hereunder and to the following additional conditions precedentconditions: (a) On If the Registration Statement has not become effective prior to the Execution Time, unless the Representatives agree in writing to a later time, the Registration Statement will become effective not later than (i) 6:00 PM, New York City time, on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 PM, New York City time, on such date or (ii) 9:30 AM on the date hereofBusiness Day following the day on which the public offering price was determined, if such determination occurred after 3:00 PM, New York City time, on such date; if filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Representative shall have received a letter (a "Procedures Letter")Prospectus, dated the date of this Agreement of each of Price Waterhouse LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP verifying the accuracy of any such financial and statistical data contained in the Prospectus as the Representative shall deem reasonably advisable. In additionsupplement, if any amendment or supplement to the Prospectus made after the date hereof contains financial or statistical data, the Representative shall have received a letter dated the Closing Date confirming each Procedures Letter and providing additional comfort on such new data. (b) The Prospectus Supplement shall have been will be filed in the manner and within the time period required by Rule 424(b) of the Rules and Regulations); and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (cb) Subsequent to the execution The Company shall have requested and delivery of this Agreementcaused Kirkpatrick & Lockhart LLP, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Bank, Chase or The Chase Manhattan Corporation which, in the reasonable judgment of the Representative, materially impairs the investment quality of the Notes or makes it impractical to market the Notes; (ii) any suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Bank, Chase or The Chase Manhattan Corporation on any exchange or in the over-the-counter market by such exchange or over-the-counter market or by the Commission; (iii) any banking moratorium declared by federal or New York authorities; or (iv) any outbreak or material escalation of major hostilities or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representative, the effect of any such outbreak, escalation, calamity or emergency on the United States financial markets makes it impracticable or inadvisable to proceed with completion of the sale of and any payment counsel for the Notes. (d) The Representative shall Company, to have received opinions, dated the Closing Date and reasonably satisfactory, when taken together, in form and substance to the Representative, of ▇▇▇▇▇▇▇▇▇ ▇o the ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to sentatives and the Bank, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, and such other counsel otherwise reasonably acceptable to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (e) The Representative shall have received an opinion or opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the BankSelling Stockholders their opinion, dated the Closing Date and satisfactory in form and substance addressed to the RepresentativeRepresentatives, with respect to certain matters relating to the transfers of the Receivables from the Bank to the Trust and with respect to a grant of a security interest in the Receivables to the Indenture Trustee, and an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, with respect to the perfection of the Trust's and the Indenture Trustee's interests in the Receivables. (f) The Representative shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Underwriters, such opinion or opinions, dated the Closing Date (g) The Representative shall have received an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special tax counsel to the Bank, dated the Closing Date and reasonably satisfactory in form and to the effect that: (ai) that each of the Company, Brightstar U.S., Inc. and Narbitec, LLC is validly existing in good standing under current law the Notes will be characterized laws of the jurisdiction in which it is organized, with the corporate power and authority to own or lease, as debtthe case may be, and to operate its properties and conduct its business as described in the Trust will not be characterized as an association (or a publicly traded partnership) taxable Prospectus, and is duly qualified to do business as a foreign corporation for United States federal income tax purposes or other entity and (b) that, subject to is in good standing under the qualifications laws of each state set forth thereinon Schedule IV to this Agreement; (ii) all the outstanding shares of capital stock of Brightstar U.S., Inc. and membership interests of Narbitec, LLC have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the discussion Prospectus, based solely on such counsel's review of corporate records provided to it, 90% of the outstanding shares of capital stock of Brightstar U.S., Inc. and 51% of the membership interests of Narbitec, LLC are owned by the Company directly free and clear of any perfected security interest except as set forth in the Prospectus Supplement under the caption "Certain Federal Income Tax Consequences" is an accurate summary of the United States federal income tax matters described therein. (h) The Representative shall have received an opinion of ▇▇▇▇▇▇ & Whitney LLP, counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the transactions contemplated by this Agreement. In rendering such opinions, counsel to the Indenture Trustee may rely on the opinion of the office of the general counsel to the Indenture Trustee. (i) The Representative shall have received an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Owner Trustee, and such other counsel reasonably satisfactory to the Representative and its counsel, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (j) The Class A-1 Notes shall have been rated "A-1+" by Standard & Poor's, P-1 by ▇▇▇▇▇'▇ and "F-1+" by Fitch. The Class A-2 Notes, Class A-3 Notes and Class A-4 Notes shall have been rated "AAA" by Standard & Poor's, Aaa by ▇▇▇▇▇'▇ and "AAA" by Fitch. The Certificates shall have been rated "A+" by Standard & Poor's, A2 by ▇▇▇▇▇'▇ and "A+" and by Fitch. (k) The Representative shall have received a certificate, dated the Closing Date, of an attorney-in-fact, a Vice President or more senior officer of the Bank in which such personand, to the best knowledge of his such counsel, any other security interest, claim, lien or her knowledge after reasonable investigation, shall state that encumbrance; (iiii) the representations and warranties Company's authorized equity capitalization is as set forth in the Prospectus; the capital stock of the Bank in this Agreement are true and correct Company conforms in all material respects to the description thereof contained in the Prospectus; the outstanding shares of Common Stock (including the Securities being sold hereunder by the Selling Stockholders) have been duly authorized and validly issued and are fully paid and nonassessable; the Securities being sold hereunder by the Company have been duly authorized, and, when issued and delivered to and paid for by the Underwriters pursuant to this Agreement, will be fully paid and nonassessable; the Securities being sold hereunder by the Selling Stockholders are duly listed, and admitted and authorized for trading, on the Nasdaq National Market and as the Securities being sold hereunder by the Company are duly listed, and admitted and authorized for trading, subject, in each case, to official notice of issuance, on the Nasdaq National Market; the certificates for the Securities are in valid form; the holders of outstanding shares of capital stock of the Closing DateCompany are not entitled to preemptive or other rights to subscribe for the Securities under Delaware law, (ii) the Bank has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior Company's organizational documents or, to the Closing Dateknowledge of such counsel, (iii) the representations and warranties of the Bankany agreement; and, except as Seller and Servicer, set forth in the Sale and Servicing Agreement andProspectus, as Depositorto such counsel's knowledge no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, shares of capital stock of or ownership interests in the Trust Agreement, Company are true and correct as of the dates specified in the Sale and Servicing Agreement and the Trust Agreement, outstanding; (iv) to the knowledge of such counsel, there is (A) no pending or threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property of a character required to be disclosed in the Registration Statement that is not adequately disclosed in the Prospectus, and (B) no franchise, contract or other document of a character required to be described in the Registration Statement or Prospectus, or to be filed as an exhibit thereto, that is not described or filed as required; and the statements included in the Prospectus under the heading "Material United States Federal Income Tax Considerations for Non-U.S. Holders of Our Common Stock" insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings; (v) the Registration Statement has become effective under the Act; any required filing of the Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); to the knowledge of such counsel (based solely on a telephone conversation with a member of the staff of the Commission), no stop order suspending the effectiveness of the Registration Statement has been issued and issued, no proceedings for that purpose have been instituted or are threatened and the Registration Statement and the Prospectus (other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the rules thereunder; (vi) this Agreement has been duly authorized, executed and delivered by the CommissionCompany; (vii) the Company is not and, (v) subsequent immediately after giving effect to the date offering and sale of the Securities and the application of the proceeds thereof as described in the Prospectus, there has been no material adverse change will not be, an "investment company" as defined in the financial position Investment Company Act of 1940, as amended; (viii) no consent, approval, authorization, filing with or results order of operation any Delaware, Florida, New York or Federal court or governmental agency or body is required for or by the Company in connection with the transactions contemplated hereby, except such as have been obtained under the Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Bank's automotive finance business Securities by the Underwriters in the manner contemplated in this Agreement and in the Prospectus and such other approvals (specified in such opinion) as have been obtained; (ix) neither the issuance and sale of the Securities, the consummation of any other of the transactions contemplated hereby nor the fulfillment of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to, (i) the charter or by-laws of the Company or Brightstar U.S., Inc. or the formation documents of Narbitec, LLC, (ii) except as set forth in the Prospectus, (after giving effect to any consents or contemplated by waivers obtained) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or its subsidiaries is a party or otherwise bound or to which its or their property is subject and that is set forth as an exhibit to the Registration Statement, (iii) any Delaware, Florida, New York or Federal statute, law, rule, regulation or (iv) to the knowledge of such counsel, any judgment, order or decree applicable to the Company or its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority of the United States Federal government or the States of Delaware, New York or Florida; and (x) to the knowledge of such counsel and except as set forth in the Prospectus, no holders of securities of the Company have rights to the registration of such securities under the Registration Statement. In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of Delaware, the State of New York, the State of Florida or the Federal laws of the United States, to the extent it deems proper and is specified in such opinion, upon the opinion of other counsel of good standing whom it believes to be reliable and who are satisfactory to counsel for the Underwriters and (B) as to matters of fact, to the extent it deems proper, on certificates of responsible officers of the Company and public officials. References to the Prospectus in this paragraph (b) shall also include any supplements thereto at the Closing Date. Such counsel shall also state that: Such counsel is not opining as to factual matters, and the character of determinations involved in the registration process is such that, other than as expressly set forth in their opinion, such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or as described fairness of the information included in such certificate the Registration Statement and (vi) the Prospectus. Such counsel can advise you, however, that in and on the basis of its review of the Registration Statement and the Prospectus does not contain any and such counsel's participation in their preparation, nothing has come to its attention that causes it to believe that the Registration Statement, including, if applicable, the Rule 430A Information, at the time it became effective, contained an untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus or any amendment or supplement thereto, at the time the Prospectus was issued, at the time any such amendment or supplement was issued or at the Closing Date, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances in under which they were made, not misleading. (lc) On Each Selling Stockholder shall have requested and caused counsel for such Selling Stockholder reasonably satisfactory to the Underwriters, to have furnished to the Representatives their opinion dated the Closing Date (if any Option Securities are to be delivered and paid for on the Closing Date) or the Option Closing Date and addressed to the Representatives, $30,620,164.79 aggregate amount to the effect that: (i) this Agreement has been duly authorized, executed and delivered by such Selling Stockholder and such Selling Stockholder has full legal right and authority to sell, transfer and deliver in the manner provided in this Agreement, the Securities being sold by the Selling Stockholder hereunder; (ii) assuming that each Underwriter acquires its interest in the Securities it has purchased from such Selling Stockholder without notice of Certificates any adverse claim (within the meaning of Section 8-105 of the UCC), upon the Underwriters' acquiring possession of stock certificates representing the Option Securities to be sold by such Selling Stockholder, endorsed to the Underwriters and paying the purchase price therefor pursuant to Section 3, the Underwriters will acquire their respective interests in such Option Securities (including, without limitation, all right such Selling Stockholder had to transfer such Securities) and no action based on an adverse claim (within the meaning of Section 8-105 of the UCC) may be asserted against such Underwriter with respect to such Securities; (iii) no consent, approval, authorization or order of any court or governmental agency or body is required for the consummation by such Selling Stockholder of the transactions contemplated herein, except such as may have been obtained under the Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters and such other approvals (specified in such opinion) as have been obtained; and (iv) neither the sale of the Securities being sold by such Selling Stockholder nor the consummation of any other of the transactions herein contemplated by such Selling Stockholder or the fulfillment of the terms hereof by such Selling Stockholder will conflict with, result in a breach or violation of, or constitute a default under any law or, if applicable, the charter, by-laws or other documents of organization of such Selling Stockholder, or the terms of any indenture or other agreement or instrument known to such counsel and to which such Selling Stockholder or, if applicable, any of its subsidiaries, is a party or bound, or any judgment, order or decree known to such counsel to be applicable to such Selling Stockholder or, if applicable, any of its subsidiaries, of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over such Selling Stockholder or, if applicable, any of its subsidiaries. In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of New York or the Federal laws of the United States, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriters, and (B) as to matters of fact, to the extent they deem proper, on certificates of such Selling Stockholder, responsible officers of such Selling Stockholder and public officials. (d) The Company shall have requested and caused local counsel (reasonably acceptable to the Representatives) for each subsidiary listed on Schedule III hereto to have furnished to the Representatives their opinions, dated the Closing Date and addressed to the Representatives, to the effect that: (i) such subsidiary of the Company has been duly incorporated or formed, as applicable, and is validly existing as a corporation or other entity in good standing under the laws of the jurisdiction in which it is organized, with full power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Prospectus; (ii) all the outstanding shares of capital stock of such subsidiary have been duly and validly authorized and issued and sold pursuant are fully paid and nonassessable, and, except as otherwise set forth in the Prospectus, all outstanding shares of capital stock of such subsidiary are owned by the Company either directly or through subsidiaries free and clear of any perfected security interest and, to the Certificate Underwriting Agreement. The Bank knowledge of such counsel, after due inquiry, any other security interest, claim, lien or encumbrance; and (iii) neither the issuance and sale of the Securities, the consummation of any other of the transactions contemplated hereby nor the fulfillment of the terms hereof will furnish the Representativeconflict with, result in a breach or violation of, or cause the Representative to be furnishedimposition of any lien, with such number of conformed copies charge or encumbrance upon any property or assets of such opinionssubsidiary pursuant to, certificates(i) its charter, letters and documents as by-laws or similar organizational documents, (ii) the Representative reasonably requests.terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which such subsidiary is a party or otherwise bound or to which its property is subject, (iii) any statute, law, rule or regulation of the jurisdiction in which such

Conditions to the Obligations of the Underwriters. The obligation obligations of the several Underwriters to purchase the Underwritten Securities and pay for the Notes will Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Bank Company contained herein on the date hereof and as of the Execution Time, the Closing DateDate and any Settlement Date pursuant to Section 3 hereof, to the accuracy of the statements of officers of the Bank Company made in any certificates pursuant to the provisions hereof, to the performance by the Bank Company of its obligations hereunder and to the following additional conditions precedentconditions: (a) On If the Registration Statement has not become effective prior to the Execution Time, unless the Representatives agree in writing to a later time, the Registration Statement will become effective not later than (i) 6:00 PM New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 PM New York City time on such date or (ii) 9:30 AM on the date hereofBusiness Day following the day on which the public offering price was determined, if such determination occurred after 3:00 PM New York City time on such date; if filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Representative shall have received a letter (a "Procedures Letter")Prospectus, dated the date of this Agreement of each of Price Waterhouse LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP verifying the accuracy of any such financial and statistical data contained in the Prospectus as the Representative shall deem reasonably advisable. In additionsupplement, if any amendment or supplement to the Prospectus made after the date hereof contains financial or statistical data, the Representative shall have received a letter dated the Closing Date confirming each Procedures Letter and providing additional comfort on such new data. (b) The Prospectus Supplement shall have been will be filed in the manner and within the time period required by Rule 424(b) of the Rules and Regulations); and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (cb) Subsequent The Company shall have requested and caused ▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Company, to have furnished to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Bank, Chase or The Chase Manhattan Corporation which, in the reasonable judgment of the Representative, materially impairs the investment quality of the Notes or makes it impractical to market the Notes; (ii) any suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Bank, Chase or The Chase Manhattan Corporation on any exchange or in the over-the-counter market by such exchange or over-the-counter market or by the Commission; (iii) any banking moratorium declared by federal or New York authorities; or (iv) any outbreak or material escalation of major hostilities or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representative, the effect of any such outbreak, escalation, calamity or emergency on the United States financial markets makes it impracticable or inadvisable to proceed with completion of the sale of and any payment for the Notes. (d) The Representative shall have received opinionsRepresentatives their opinion, dated the Closing Date and reasonably satisfactoryaddressed to the Representatives, to the effect that: (i) The Company has been duly incorporated and is validly existing as a corporation under the laws of the State of Oregon, with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Prospectus, and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification; (ii) the Company's authorized equity capitalization is as set forth in the Prospectus; the capital stock of the Company conforms in all material respects to the description thereof contained in the Prospectus; the outstanding shares of Common Stock have been duly and validly authorized and issued and are fully paid and nonassessable; the Securities have been duly and validly authorized, and, when taken togetherissued and delivered to and paid for by the Underwriters pursuant to this Agreement, will be fully paid and nonassessable; the Securities are duly listed, and admitted and authorized for trading, subject to official notice of issuance and evidence of satisfactory distribution, on the Nasdaq National Market; the certificates for the Securities are in valid and sufficient form; the holders of outstanding shares of capital stock of the Company are not entitled to statutory preemptive or other rights to subscribe for the Securities; and, except as set forth in the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, shares of capital stock of or ownership interests in the Company are outstanding; (iii) to the knowledge of such counsel, the Company has no subsidiaries; (iv) to the knowledge of such counsel, there is no pending or threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or its property of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Prospectus, and there is no franchise, contract or other document of a character required to be described in the Registration Statement or Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; (v) the Registration Statement has become effective under the Act; any required filing of the Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued, no proceedings for that purpose have been instituted or threatened and the Registration Statement and the Prospectus (other than the financial statements and other financial information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the rules thereunder; and such counsel has no reason to believe that on the Effective Date or the date the Registration Statement was last deemed amended the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus as of its date and on the Closing Date included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in form the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and substance other financial information contained therein, as to which such counsel need express no opinion); (vi) this Agreement has been duly authorized, executed and delivered by the Company; (vii) the Company is not and, after giving effect to the Representativeoffering and sale of the Securities and the application of the proceeds thereof as described in the Prospectus, will not be, an "investment company" as defined in the Investment Company Act of ▇▇▇▇▇▇▇ ▇▇1940, as amended; (viii) no consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated herein, except such as have been obtained under the Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated in this Agreement and in the Prospectus and such other approvals (specified in such opinion) as have been obtained; (ix) neither the issue and sale of the Securities, nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof will conflict with, result in a breach or violation of or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, (i) the charter or bylaws of the Company, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company is a party or bound or to which its property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its properties; and (x) no holders of securities of the Company have rights to the registration of such securities under the Registration Statement that have not been waived by such parties.. In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of Oregon or the Federal laws of the United States, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriters and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Prospectus in this paragraph (b) include any supplements thereto at the Closing Date. (c) The Representatives shall have received from ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the Bank, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, and such other counsel otherwise reasonably acceptable to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (e) The Representative shall have received an opinion or opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the Bank, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to certain matters relating to the transfers of the Receivables from the Bank to the Trust and with respect to a grant of a security interest in the Receivables to the Indenture Trustee, and an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, with respect to the perfection of the Trust's and the Indenture Trustee's interests in the Receivables. (f) The Representative shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to for the Underwriters, such opinion or opinions, dated the Closing Date Date and addressed to the Representatives, with respect to the issuance and sale of the Securities, the Registration Statement, the Prospectus (gtogether with any supplement thereto) The Representative and other related matters as the Representatives may reasonably require, and the Company shall have received an opinion furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. ▇▇▇▇▇ & Wood LLP may rely as to matters involving the application of the laws of the State of Oregon upon the opinion of ▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special tax counsel to the Bank, dated the Closing Date and reasonably satisfactory in form and to the effect (a) that under current law the Notes will be characterized as debt, and the Trust will not be characterized as an association (or a publicly traded partnership) taxable as a corporation for United States federal income tax purposes and (b) that, subject to the qualifications set forth therein, the discussion set forth in the Prospectus Supplement under the caption "Certain Federal Income Tax Consequences" is an accurate summary of the United States federal income tax matters described thereinLLP. (hd) The Representative Company shall have received an opinion of ▇▇▇▇▇▇ & Whitney LLP, counsel furnished to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the transactions contemplated by this Agreement. In rendering such opinions, counsel to the Indenture Trustee may rely on the opinion Representatives a certificate of the office Company, signed by the Chairman of the general counsel to Board or the Indenture Trustee. (i) The Representative shall have received an opinion President and the principal financial or accounting officer of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Owner Trustee, and such other counsel reasonably satisfactory to the Representative and its counsel, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (j) The Class A-1 Notes shall have been rated "A-1+" by Standard & Poor's, P-1 by ▇▇▇▇▇'▇ and "F-1+" by Fitch. The Class A-2 Notes, Class A-3 Notes and Class A-4 Notes shall have been rated "AAA" by Standard & Poor's, Aaa by ▇▇▇▇▇'▇ and "AAA" by Fitch. The Certificates shall have been rated "A+" by Standard & Poor's, A2 by ▇▇▇▇▇'▇ and "A+" and by Fitch. (k) The Representative shall have received a certificateCompany, dated the Closing Date, of an attorney-in-fact, a Vice President or more senior officer of the Bank in which such person, to the best effect that the signers of his or her knowledge after reasonable investigationsuch certificate have carefully examined the Registration Statement, shall state that the Prospectus, any supplements to the Prospectus and this Agreement and that: (i) the representations and warranties of the Bank Company in this Agreement are true and correct in all material respects on and as of the Closing Date, (ii) Date with the Bank same effect as if made on the Closing Date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, ; (iii) the representations and warranties of the Bank, as Seller and Servicer, in the Sale and Servicing Agreement and, as Depositor, in the Trust Agreement, are true and correct as of the dates specified in the Sale and Servicing Agreement and the Trust Agreement, (ivii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are threatened by or, to the CommissionCompany's knowledge, threatened; and (viii) subsequent to since the date of the Prospectusmost recent financial statements included in the Prospectus (exclusive of any supplement thereto), there has been no material adverse change effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company, whether or not arising from transactions in the financial position or results ordinary course of operation of the Bank's automotive finance business business, except as set forth in or contemplated by in the Prospectus or as described in such certificate and (vi) the Prospectus does not contain exclusive of any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleadingsupplement thereto). (le) On The Company shall have requested and caused KPMG LLP to have furnished to the Representatives, at the Execution Time and at the Closing Date, $30,620,164.79 aggregate amount letters, dated respectively as of Certificates the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representatives, confirming that they are independent accountants within the meaning of the Act and the applicable rules and regulations adopted by the Commission thereunder and Rule 101 of the Code of Professional Conduct of the American Institute of Certified Public Accountants and that they have performed a review of the unaudited interim financial information of the Company for the three-month period ended March 31, 2000, and as at March 31, 2000, in accordance with Statement on Auditing Standards No. 71 and stating in effect that: (i) in their opinion the audited financial statements and financial statement schedules and pro forma financial statements included in the Registration Statement and the Prospectus and reported on by them comply as to form in all material respects with the applicable accounting requirements of the Act and the related rules and regulations adopted by the Commission; (ii) on the basis of a reading of the latest unaudited financial statements made available by the Company; their limited review, in accordance with standards established under Statement on Auditing Standards No. 71, of the unaudited interim financial information for the three-month period ended March 31, 2000, and as at March 31, 2000, as indicated in their report dated , 2000 ; carrying out certain specified procedures (but not an examination in accordance with generally accepted auditing standards) which would not necessarily reveal matters of significance with respect to the comments set forth in such letter; a reading of the minutes of the meetings of the stockholders, directors and committees of the Company; and inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company as to transactions and events subsequent to December 31, 1999, nothing came to their attention which caused them to believe that: (1) any unaudited financial statements included in the Registration Statement and the Prospectus do not comply as to form in all material respects with applicable accounting requirements of the Act and with the related rules and regulations adopted by the Commission with respect to registration statements on Form S-1; and said unaudited financial statements are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included in the Registration Statement and the Prospectus; (2) with respect to the period subsequent to March 31, 2000 there were any changes, at a specified date not more than five days prior to the date of the letter, in the long-term obligations, less current portion and other long-term liabilities of the Company or capital stock of the Company or increases in the shareholder's equity (deficit) of the Company as compared with the amounts shown on the March 31, 2000 balance sheet included in the Registration Statement and the Prospectus, or for the period from April 1, 2000 to such specified date there were any decreases, as compared with the period ended March 31, 1999 in total revenue or in total or per share amounts of net loss of the Company, except in all instances for changes or decreases set forth in such letter, in which case the letter shall be accompanied by an explanation by the Company as to the significance thereof unless said explanation is not deemed necessary by the Representatives; (3) the information included in the Registration Statement and Prospectus in response to Regulation S-K, Item 301 (Selected Financial Data), Item 302 (Supplementary Financial Information), Item 402 (Executive Compensation) and Item 503(d) (Ratio of Earnings to Fixed Charges) is not in conformity with the applicable disclosure requirements of Regulation S-K; (iii) they have performed certain other specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company) set forth in the Registration Statement and the Prospectus, including the information set forth under the captions "Management's Discussion and Analysis of Financial Condition and Results of Operations", "Selected Financial Data", "Prospectus Summary--Summary Financial Information ", "Capitalization", "Dilution", "Business" and "Risk Factors" in the Prospectus, agrees with the accounting records of the Company, excluding any questions of legal interpretation The Company shall have been issued received from KPMG LLP (and sold pursuant furnished to the Certificate Underwriting AgreementRepresentatives) a report with respect to a review of unaudited interim financial information of the Company for the five quarters ending March 31, 2000, in accordance with Statement on Auditing Standards No. 71. The Bank will furnish Company shall have received from KPMG LLP (and furnished to the RepresentativeRepresentatives) an examination report with respect to Management's Discussion and Analysis of Financial Condition and Results of Operations of the Company for the three fiscal years ending December 31, or cause 1999, and a review report with respect to Management's Discussion and Analysis of Financial Condition and Results of Operations of the Representative to Company for the three-month period ending March 31, 1999, and the corresponding period for the prior fiscal year, each in accordance with Statement on Standards for Attestation Engagements No. 8 issued by the Auditing Standards Board of the American Institute of Certified Public Accountants, and such examination report shall be furnished, with such number of conformed copies of such opinions, certificates, letters and documents as included in the Representative reasonably requestsRegistration Statement.

Conditions to the Obligations of the Underwriters. The obligation -------------------------------------------------- obligations of the several Underwriters to purchase and pay for the Notes will Securities shall be subject to the accuracy of the representations and warranties on the part of the Bank Company contained herein on the date hereof and as of the Execution Time and the Closing Date, to the accuracy of the statements of officers of the Bank Company made in any certificates pursuant to the provisions hereof, to the performance by the Bank Company of its obligations hereunder and to the following additional conditions precedentconditions: (a) On If the Registration Statement has not become effective prior to the Execution Time, unless the Representatives agree in writing to a later time, the Registration Statement will become effective not later than (i) 6:00 PM New York City time, on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 PM New York City time on such date or (ii) 12:00 Noon on the date hereofbusiness day following the day on which the public offering price was determined, if such determination occurred after 3:00 PM New York City time on such date; if filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Representative shall have received a letter (a "Procedures Letter")Prospectus, dated the date of this Agreement of each of Price Waterhouse LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP verifying the accuracy of any such financial and statistical data contained in the Prospectus as the Representative shall deem reasonably advisable. In additionsupplement, if any amendment or supplement to the Prospectus made after the date hereof contains financial or statistical data, the Representative shall have received a letter dated the Closing Date confirming each Procedures Letter and providing additional comfort on such new data. (b) The Prospectus Supplement shall have been will be filed in the manner and within the time period required by Rule 424(b) of the Rules and Regulations); and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (cb) Subsequent The Company shall have furnished to the execution and delivery Representatives the opinion of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Bank, Chase or The Chase Manhattan Corporation which, in the reasonable judgment of the Representative, materially impairs the investment quality of the Notes or makes it impractical to market the Notes; (ii) any suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Bank, Chase or The Chase Manhattan Corporation on any exchange or in the over-the-counter market by such exchange or over-the-counter market or by the Commission; (iii) any banking moratorium declared by federal or New York authorities; or (iv) any outbreak or material escalation of major hostilities or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representative, the effect of any such outbreak, escalation, calamity or emergency on the United States financial markets makes it impracticable or inadvisable to proceed with completion of the sale of and any payment for the Notes. (d) The Representative shall have received opinions, dated the Closing Date and reasonably satisfactory, when taken together, in form and substance to the Representative, of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special A Professional Corporation, counsel for the Company, dated the Closing Date, to the effect that: (i) each of the Company, Vintage Marketing, Inc., Vintage Pipeline, Inc., Vintage Gas, Inc., Vintage Petroleum International, Inc., Vintage Petroleum Ecuador, Inc., Vintage Petroleum Argentina, Inc., Cadipsa S.A. and Vintage Oil Argentina, Inc. (individually a "Subsidiary" and collectively the "Subsidiaries") has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is chartered or organized, with full corporate power and authority to own its properties and conduct its business as described in the Prospectus, and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification wherein it owns or leases material properties or conducts material business; (ii) all the outstanding shares of capital stock of each Subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Prospectus, all outstanding shares of capital stock of the Subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any perfected security interest and, to the knowledge of such counsel, any other security interests, claims, liens or encumbrances; (iii) the Securities conform in all material respects to the description thereof contained in the Prospectus; (iv) the Indenture has been duly authorized, executed and delivered by the Company, has been duly qualified under the Trust Indenture Act, and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors' rights generally from time to time in effect); the enforceability of the obligations of the Company is also subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and the Securities have been duly authorized and, when executed and authenticated in accordance with the terms of the Indenture and delivered to and paid for by the Underwriters pursuant to this Agreement, will be entitled to the benefits of the Indenture and will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors' rights generally from time to time in effect); the enforceability of the obligations of the Company is also subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (v) to the knowledge of such counsel, (1) there is no pending or threatened action, suit or proceeding before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Prospectus, and (2) there is no franchise, contract or other document of a character required to be described in the Registration Statement or Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; and the statements in the Prospectus under the headings "Business--Legal Proceedings", "Description of Certain Indebtedness" and "Description of Notes" fairly summarize the matters therein described; (vi) the Registration Statement has become effective under the Act; any required filing of the Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued, no proceedings for that purpose have been instituted or threatened and the Registration Statement and the Prospectus (other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act, the Exchange Act and the Trust Indenture Act and the respective rules thereunder; and although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus, except as otherwise specifically dealt with in their opinion, and relying as to materiality to a large extent upon the opinions of officers and other representatives of the Company, no facts have come to the attention of such counsel that have caused such counsel to believe that at the BankEffective Date the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus as of its date or the Closing Date includes any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, ▇▇▇in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion); (vii) this Agreement has been duly authorized, executed and delivered by the Company; (viii) no consent, approval, authorization or order of any court or governmental agency or body is required for the consummation of the transactions contemplated herein, except such as have been obtained under the Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters and such other approvals (specified in such opinion) as have been obtained; (ix) neither the execution and delivery of the Indenture, the issue and sale of the Securities, nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof will conflict with, result in a breach or violation of, or constitute a default under any law or the charter or by-laws of the Company or the terms of any indenture or other agreement or instrument known to such counsel and to which the Company or any of its subsidiaries is a party or bound or any judgment, order or decree known to such counsel to be applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Company or any of its subsidiaries; and (x) no holders of securities of the Company have rights to the registration of such securities under the Registration Statement. In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of Oklahoma, the General Corporation Law of the State of Delaware or the United States, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriters and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Prospectus in this paragraph (b) include any supplements thereto at the Closing Date. (c) The Representatives shall have received from Cravath, Swaine & ▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, and such other counsel otherwise reasonably acceptable to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (e) The Representative shall have received an opinion or opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the Bank, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to certain matters relating to the transfers of the Receivables from the Bank to the Trust and with respect to a grant of a security interest in the Receivables to the Indenture Trustee, and an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, with respect to the perfection of the Trust's and the Indenture Trustee's interests in the Receivables. (f) The Representative shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Underwriters, such opinion or opinions, dated the Closing Date (g) The Representative shall have received an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special tax counsel to the Bank, dated the Closing Date and reasonably satisfactory in form and to the effect (a) that under current law the Notes will be characterized as debt, and the Trust will not be characterized as an association (or a publicly traded partnership) taxable as a corporation for United States federal income tax purposes and (b) that, subject to the qualifications set forth therein, the discussion set forth in the Prospectus Supplement under the caption "Certain Federal Income Tax Consequences" is an accurate summary of the United States federal income tax matters described therein. (h) The Representative shall have received an opinion of ▇▇▇▇▇▇ & Whitney LLP, counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to such the issuance and sale of the Securities, the Indenture, the Registration Statement, the Prospectus (together with any supplement thereto) and other related matters as are customary the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the transactions contemplated by this Agreement. In rendering purpose of enabling them to pass upon such opinions, counsel to the Indenture Trustee may rely on the opinion of the office of the general counsel to the Indenture Trusteematters. (id) The Representative Company shall have received an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel furnished to the Owner TrusteeRepresentatives a certificate of the Company, signed by the Chairman of the Board, the Vice Chairman of the Board or the President and such other counsel reasonably satisfactory to the Representative and its counsel, dated principal financial or accounting officer of the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (j) The Class A-1 Notes shall have been rated "A-1+" by Standard & Poor's, P-1 by ▇▇▇▇▇'▇ and "F-1+" by Fitch. The Class A-2 Notes, Class A-3 Notes and Class A-4 Notes shall have been rated "AAA" by Standard & Poor's, Aaa by ▇▇▇▇▇'▇ and "AAA" by Fitch. The Certificates shall have been rated "A+" by Standard & Poor's, A2 by ▇▇▇▇▇'▇ and "A+" and by Fitch. (k) The Representative shall have received a certificateCompany, dated the Closing Date, of an attorney-in-fact, a Vice President or more senior officer of the Bank in which such person, to the best effect that the signers of his or her knowledge after reasonable investigationsuch certificate have carefully examined the Registration Statement, shall state that the Prospectus, any supplement to the Prospectus and this Agreement and that: (i) the representations and warranties of the Bank Company in this Agreement that are qualified as to materiality are true and correct, and such representations and warranties that are not so qualified are true and correct in all material respects respects, on and as of the Closing Date, (ii) Date with the Bank same effect as if made on the Closing Date and the Company has complied in all material respects with all the agreements and satisfied in all material respects all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, ; (iii) the representations and warranties of the Bank, as Seller and Servicer, in the Sale and Servicing Agreement and, as Depositor, in the Trust Agreement, are true and correct as of the dates specified in the Sale and Servicing Agreement and the Trust Agreement, (ivii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are or, to the Company's knowledge, threatened by the Commission, appropriate governmental authorities; and (viii) subsequent to since the date of the Prospectusmost recent financial statements included in the Prospectus (exclusive of any supplement thereto), there has been no material adverse change in the condition (financial position or results of operation other), earnings, business or properties of the Bank's automotive finance business Company and its subsidiaries considered as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated by in the Prospectus or as described in such certificate and (vi) the Prospectus does not contain exclusive of any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleadingsupplement thereto). (le) On At the Execution Time and at the Closing Date, $30,620,164.79 aggregate amount of Certificates ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP shall have been issued and sold pursuant furnished to the Certificate Underwriting AgreementRepresentatives a letter or letters, dated respectively as of the Execution Time and as of the Closing Date (which may be in the form of a "bring down" letter), in form and substance satisfactory to the Representatives, confirming that they are independent accountants within the meaning of the Act and the Exchange Act and the respective applicable published rules and regulations thereunder and that they have performed a review of the unaudited interim financial information of the Company for the nine-month period ended September 30, 1996 and the nine-month period ended September 30, 1995 in accordance with Statement of Auditing Standards No. The Bank will furnish 71 and stating in effect that: (i) in their opinion the Representativeaudited financial statements and financial statement schedules and pro forma financial statements included or incorporated in the Registration Statement and the Prospectus and reported on by them comply in form in all material respects with the applicable accounting requirements of the Act and the Ex change Act and the related published rules and regulations; (ii) on the basis of a reading of the latest unaudited financial statements made available by the Company and its subsidiaries; their limited review in accordance with standards established by the American Institute of Certified Public Accountants under Statement of Auditing Standards No. 71 of the unaudited interim financial information of the Company for the nine-month period ended September 30, 1996 and the nine-month period ended September 30, 1995, carrying out certain specified procedures (but not an examination in accordance with generally accepted auditing standards) which would not necessarily reveal matters of significance with respect to the comments set forth in such letter; a reading of the minutes of the meetings of the stockholders, directors and the compensation and audit committees of the Company and the subsidiaries; and inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its subsidiaries as to transactions and events subsequent to December 31, 1995, nothing came to their attention which caused them to believe that: (1) any unaudited financial statements included or incorporated in the Registration Statement and the Prospectus do not comply in form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect to financial statements included or incorporated in quarterly reports on Form 10-Q under the Exchange Act; and said unaudited financial statements are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included or incorporated in the Registration Statement and the Prospectus; or (2) with respect to the period subsequent to September 30, 1996, there were any changes, at a specified date not more than five business days prior to the date of the letter, in the long- term debt of the Company and its subsidiaries or capital stock of the Company or decreases in the stockholders' equity of the Company as compared with the amounts shown on the September 30, 1996, consolidated balance sheet included or incorporated in the Registration Statement and the Prospectus, or cause for the Representative period from October 1, 1996 to such specified date there were any decreases, as compared with the corresponding period in the preceding year or the corresponding portion of the preceding fiscal quarter in net revenues or income before income taxes or in total or per share amounts of net income of the Company and its subsidiaries, except in all instances for changes or decreases set forth in such letter, in which case the letter shall be furnishedaccompanied by an explanation by the Company as to the significance thereof unless said explanation is not deemed necessary by the Representatives; (3) the information included in the Registration Statement and Prospectus in response to Regulation S-K, Item 301 (Selected Financial Data), Item 302 (Supplementary Financial Information), Item 402 (Executive Compensation) and Item 503(d) (Ratio of Earnings to Fixed Charges) is not in conformity with such number the applicable disclosure requirements of conformed copies Regulation S-X; (iii) they have performed certain other specified procedures as a result of such opinionswhich they determined that certain information of an accounting, certificatesfinancial or statistical nature (which is limited to accounting, letters financial or statistical information derived from the general accounting records of the Company and documents as its subsidiaries) set forth in the Representative reasonably requests.Registration Statement and the Prospectus and in Exhibit 12 to the Registration Statement, including t

Conditions to the Obligations of the Underwriters. The obligation -------------------------------------------------- obligations of the several Underwriters to purchase and pay for the Notes will Securities shall be subject to the accuracy of the representations and warranties on the part of the Bank Company contained herein on the date hereof and as of the Execution Time and the Closing Date, to the accuracy of the statements of officers of the Bank Company made in any certificates pursuant to the provisions hereof, to the performance by the Bank Company of its obligations hereunder and to the following additional conditions precedentconditions: (a) On If the Registration Statement has not become effective prior to the Execution Time, unless the Representatives agree in writing to a later time, the Registration Statement will become effective not later than (i) 6:00 PM New York City time, on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 PM New York City time on such date or (ii) 9:30 AM on the date hereofBusiness Day following the day on which the public offering price was determined, if such determination occurred after 3:00 PM New York City time on such date; if filing of the Final Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Representative shall have received a letter (a "Procedures Letter")Final Prospectus, dated the date of this Agreement of each of Price Waterhouse LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP verifying the accuracy of any such financial and statistical data contained in the Prospectus as the Representative shall deem reasonably advisable. In additionsupplement, if any amendment or supplement to the Prospectus made after the date hereof contains financial or statistical data, the Representative shall have received a letter dated the Closing Date confirming each Procedures Letter and providing additional comfort on such new data. (b) The Prospectus Supplement shall have been will be filed in the manner and within the time period required by Rule 424(b) of the Rules and Regulations); and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (cb) Subsequent The Company shall have requested and caused King & Spalding, counsel for the Company, to have furnished to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Bank, Chase or The Chase Manhattan Corporation which, in the reasonable judgment of the Representative, materially impairs the investment quality of the Notes or makes it impractical to market the Notes; (ii) any suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Bank, Chase or The Chase Manhattan Corporation on any exchange or in the over-the-counter market by such exchange or over-the-counter market or by the Commission; (iii) any banking moratorium declared by federal or New York authorities; or (iv) any outbreak or material escalation of major hostilities or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representative, the effect of any such outbreak, escalation, calamity or emergency on the United States financial markets makes it impracticable or inadvisable to proceed with completion of the sale of and any payment for the Notes. (d) The Representative shall have received opinionsRepresentatives their opinion, dated the Closing Date and reasonably satisfactory, when taken together, in form and substance addressed to the RepresentativeRepresentatives, of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the Bank, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, and such other counsel otherwise reasonably acceptable to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (e) The Representative shall have received an opinion or opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the Bank, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to certain matters relating to the transfers of the Receivables from the Bank to the Trust and with respect to a grant of a security interest in the Receivables to the Indenture Trustee, and an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, with respect to the perfection of the Trust's and the Indenture Trustee's interests in the Receivables. (f) The Representative shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Underwriters, such opinion or opinions, dated the Closing Date (g) The Representative shall have received an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special tax counsel to the Bank, dated the Closing Date and reasonably satisfactory in form and to the effect that: (ai) that under current law the Notes will be characterized as debt, Company has been duly incorporated and the Trust will not be characterized as an association (or a publicly traded partnership) taxable is validly existing as a corporation for in good standing under the laws of the jurisdiction in which it is chartered or organized, with full corporate power and authority to own its properties and conduct its business as described in the Final Prospectus; and the Company is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended; (ii) each subsidiary constituting 10% or more of the assets of the Company as of such date (each such subsidiary being hereinafter referred to as a "Significant Subsidiary") that is a national banking association holds a valid Certificate of Authority from the Comptroller to do business as a national banking association under the laws of the United States federal income tax purposes States; and all the issued shares of capital stock of each Significant Subsidiary have been duly and validly authorized and issued, are fully paid and (bexcept, in the case of any national banking association, as provided in 12 U.S.C. (S) that55, subject to the qualifications set forth therein, the discussion as amended) non- assessable and (except as otherwise set forth in the Prospectus Supplement under Prospectus) are owned directly or indirectly by the caption "Certain Federal Income Tax Consequences" is an accurate summary Company, to such counsel's knowledge free and clear of liens, encumbrances, equities or claims (such counsel being entitled to rely in respect of matters of fact upon certificates of officers of the United States federal income tax matters described therein. (h) The Representative shall have received an opinion of ▇▇▇▇▇▇ & Whitney LLPCompany or its subsidiaries, provided that such counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the transactions contemplated by this Agreement. In rendering such opinions, counsel to the Indenture Trustee may rely on the opinion of the office of the general counsel to the Indenture Trustee. (i) The Representative shall have received an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Owner Trustee, and such other counsel reasonably satisfactory to the Representative and its counsel, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (j) The Class A-1 Notes shall have been rated "A-1+" by Standard & Poor's, P-1 by ▇▇▇▇▇'▇ and "F-1+" by Fitch. The Class A-2 Notes, Class A-3 Notes and Class A-4 Notes shall have been rated "AAA" by Standard & Poor's, Aaa by ▇▇▇▇▇'▇ and "AAA" by Fitch. The Certificates shall have been rated "A+" by Standard & Poor's, A2 by ▇▇▇▇▇'▇ and "A+" and by Fitch. (k) The Representative shall have received a certificate, dated the Closing Date, of an attorney-in-fact, a Vice President or more senior officer of the Bank in which such person, to the best of his or her knowledge after reasonable investigation, shall state that they believe you and they are justified in relying upon such certificates); (iiii) each other Significant Subsidiary of the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation; and all of the issued shares of capital stock of each such subsidiary have been duly and validly authorized and issued, are fully paid and nonassessable and (except as otherwise set forth in the Prospectus) are owned directly or indirectly by the Company, to such counsel's knowledge free and clear of all liens, encumbrances, equities or claims (such counsel being entitled to rely in respect of the opinion in this clause upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company or its subsidiaries, provided that such counsel shall state that they believe that you and they are justified in relying upon such opinions and certificates); (iv) the representations and warranties of Company's authorized equity capitalization is as set forth in the Bank in this Agreement are true and correct Final Prospectus; [and] the Securities conform in all material respects on and as of the Closing Date, (ii) the Bank has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, (iii) the representations and warranties of the Bank, as Seller and Servicer, description thereof contained in the Sale Final Prospectus; [the Securities are duly listed, and Servicing Agreement admitted and authorized for trading subject to official notice of issuance [and evidence of satisfactory distribution] on the Stock Exchange], and, as Depositor, in the Trust Agreement, are true and correct as of the dates specified in the Sale and Servicing Agreement and the Trust Agreement, (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are threatened by the Commission, (v) subsequent to the date of the Prospectus, there has been no material adverse change in the financial position or results of operation of the Bank's automotive finance business except as set forth in the Final Prospectus, no options, warrants or contemplated other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, shares of capital stock of or ownership interests in the Company are outstanding; (v) the Indenture has been duly authorized, executed and delivered, has been duly qualified under the Trust Indenture Act, and constitutes a legal, valid and binding instrument enforceable against the Company in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law); and the Securities have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Prospectus or as described in such certificate Underwriters pursuant to this Agreement, will constitute legal, valid and binding obligations of the Company entitled to the benefits of the Indenture; (vi) to the Prospectus does not contain knowledge of such counsel, there is no pending or threatened action, suit or proceeding by or before any untrue statement court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property, of a material fact or omit to state a material fact character required to be stated therein disclosed in the Registration Statement which is not adequately disclosed in the Final Prospectus, and there is no franchise, contract or necessary other document of a character required to be described in order the Registration Statement or Final Prospectus, or to make be filed as an exhibit thereto, which is not described or filed as required; [and the statements thereinincluded or incorporated by reference in the Final Prospectus under the heading[s] "Tax Matters", in light "Regulatory Matters" and " "[if the Final Prospectus contains a discussion of specific legal or regulatory matters or proceedings, add references to appropriate sections of the circumstances in which they were made, not misleading. (l) On Final Prospectus] fairly summarize the Closing Date, $30,620,164.79 aggregate amount of Certificates shall have been issued and sold pursuant to the Certificate Underwriting Agreement. The Bank will furnish the Representative, or cause the Representative to be furnished, with such number of conformed copies of such opinions, certificates, letters and documents as the Representative reasonably requests.matters therein described;]

Conditions to the Obligations of the Underwriters. The obligation obligations of the several Underwriters to purchase and pay for the Notes will [Underwriters'] Securities shall be subject to the accuracy of the representations and warranties on the part of the Bank Company contained herein on the date hereof and as of the Execution Time and [the Closing Date] [the Time of Delivery], to the accuracy of the statements of officers of the Bank Company made in any certificates pursuant to the provisions hereof, to the performance by the Bank Company of its obligations hereunder and to the following additional conditions precedentconditions: (a) On If the Registration Statement has not become effective prior to the Execution Time, unless the Representatives agree in writing to a later time, the Registration Statement will become effective not later than (i) 6:00 P.M. New York City time, on the date of determination of the public offering price, if such determination occurred at or prior to 4:30 P.M. New York City time on such date or (ii) 12:00 Noon on the date hereofbusiness day following the day on which the public offering price was determined, if such determination occurred after 4:30 P.M. New York City time on such date; if filing of the Final Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Representative shall have received a letter (a "Procedures Letter")Final Prospectus, dated the date of this Agreement of each of Price Waterhouse LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP verifying the accuracy of any such financial and statistical data contained in the Prospectus as the Representative shall deem reasonably advisable. In additionsupplement, if any amendment or supplement to the Prospectus made after the date hereof contains financial or statistical data, the Representative shall have received a letter dated the Closing Date confirming each Procedures Letter and providing additional comfort on such new data. (b) The Prospectus Supplement shall have been filed in the manner and within the time period required by Rule 424(b) of the Rules and Regulations); and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. As Rule 462(b) allows increases in offering size even when pricing occurs after the Commission's business hours, the Rule 462(b) Registration Statement may be filed with the Commission from 5:30 P.M. to 10:00 P.M. (New York City time) by transmitting a copy thereof by facsimile or through an ▇▇▇▇▇ transmission. The Rule 462(b) Registration Statement becomes effective automatically upon receipt by the Commission of the complete facsimile or ▇▇▇▇▇ copy and payment of the filing fee. Payment of the filing fee after the close of banking hours may be made by the Company by instructing a bank or wire service to transmit a wire transfer in the requisite amount to the Commission as soon as practicable and providing specific certifications to the Commission, as provided in Rule 111(b) under the Act. (cb) Subsequent The Company shall have furnished to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly Underwriters the business or properties of the Bank, Chase or The Chase Manhattan Corporation which, in the reasonable judgment of the Representative, materially impairs the investment quality of the Notes or makes it impractical to market the Notes; (ii) any suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Bank, Chase or The Chase Manhattan Corporation on any exchange or in the over-the-counter market by such exchange or over-the-counter market or by the Commission; (iii) any banking moratorium declared by federal or New York authorities; or (iv) any outbreak or material escalation of major hostilities or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representative, the effect of any such outbreak, escalation, calamity or emergency on the United States financial markets makes it impracticable or inadvisable to proceed with completion of the sale of and any payment for the Notes. (d) The Representative shall have received opinions, dated the Closing Date and reasonably satisfactory, when taken together, in form and substance to the Representative, opinion of ▇▇▇▇▇▇▇ , Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the Bank, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, and such other counsel otherwise reasonably acceptable to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (e) The Representative shall have received an opinion or opinions of ▇▇▇"▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇"), special counsel to for the BankCompany, dated the [Closing Date and satisfactory in form and substance Date] [such Time of Delivery], to the Representativeeffect that: (i) Assuming that the Securities have been duly authenticated by the Trustee, with respect the Securities have been duly executed, issued and delivered and constitute valid and legally binding obligations of the Company and are entitled to certain matters the benefits provided by the Indenture subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors rights and to general equity principles; and the transfers of the Receivables from the Bank to the Trust and with respect to a grant of a security interest in the Receivables to the Indenture Trustee, and an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, with respect to the perfection of the Trust's Securities and the Indenture Trustee's interests conform in all material respects to the descriptions thereof in the Receivables.Final Prospectus;] (fii) The Representative shall have received from ▇▇▇▇▇▇Indenture has been duly executed and delivered by the Company and constitutes a valid and legally binding instrument, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPenforceable against the Company in accordance with its terms, counsel subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles; and the Underwriters, such opinion or opinions, dated Indenture has been duly qualified under the Closing DateTrust Indenture Act;] (giii) The Representative shall have received an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special tax counsel to the Bank, dated the Closing Date and reasonably satisfactory in form and to the effect (a) that under current law the Notes will be characterized as debt, [Each of] this Agreement [and the Trust will not be characterized as an association International Underwriting Agreement] has been duly executed and delivered by the Company; (iv) No consent, approval, authorization, order, registration or a publicly traded partnership) taxable as a corporation qualification of or with any New York or federal court or governmental agency or body is required for United States federal income tax purposes the issue and (b) that, subject to the qualifications set forth therein, the discussion set forth in the Prospectus Supplement under the caption "Certain Federal Income Tax Consequences" is an accurate summary sale of the United States federal income tax matters described therein. (h) The Representative shall have received an opinion Securities or the consummation by the Company of ▇▇▇▇▇▇ & Whitney LLP, counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the transactions contemplated by the Final Prospectus[,] [or] this Agreement [the International Underwriting Agreement. In rendering ] [or the Indenture], except such opinionsas have been obtained under the Act [and the Trust Indenture Act] and such consents, counsel approvals, authorizations, registrations or qualifications as may be required under state or foreign securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters; (v) The first, second, third and fourth sentences of the first paragraph, the first, second and third sentences of the second paragraph and the second and third sentences of the third paragraph of the section of the Final Prospectus relating to the Indenture Trustee may rely on the opinion Securities captioned "Certain Considerations -- Income Taxes" contain a fair and accurate general description of the office of the general counsel to the Indenture Trustee.U.S. Federal tax provisions discussed therein; (ivi) The Representative shall have received Company is not an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to "investment company" as such term is defined in the Owner Trustee, and such other counsel reasonably satisfactory to the Representative and its counsel, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement.Investment Company Act; and (jvii) The [Securities] [and] [the Class A-1 Notes shall have been rated "A-1+" by Standard & Poor's, P-1 by ▇▇▇▇▇'▇ and "F-1+" by Fitch. The Class A-2 Notes, Class A-3 Notes and Class A-4 Notes shall have been rated "AAA" by Standard & Poor's, Aaa by ▇▇▇▇▇'▇ and "AAA" by Fitch. The Certificates shall have been rated "A+" by Standard & Poor's, A2 by ▇▇▇▇▇'▇ and "A+" and by Fitch. (k) The Representative shall have received a certificate, dated the Closing Date, of an attorney-in-fact, a Vice President or more senior officer of the Bank in which such person, to the best of his or her knowledge after reasonable investigation, shall state that (i) the representations and warranties of the Bank in this Agreement are true and correct A Common Stock] conform[s] in all material respects to the description of [Securities] [and] [the Class A Common Stock] contained in the Final Prospectus. In addition, such counsel shall state that on and as the basis of the Closing Date, (ii) participation of such counsel in conferences at which the Bank has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, (iii) the representations and warranties of the Bank, as Seller and Servicer, in the Sale and Servicing Agreement and, as Depositor, in the Trust Agreement, are true and correct as of the dates specified in the Sale and Servicing Agreement and the Trust Agreement, (iv) no stop order suspending the effectiveness contents of the Registration Statement has been issued and the Final Prospectus and related matters were discussed, but without independent verification by such counsel of the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Final Prospectus, any amendment or supplement thereto or any documents incorporated by reference in the Final Prospectus or any amendment or supplement thereto, that they have no proceedings for knowledge that purpose have been instituted (other than the [Statement of Eligibility on Form T-1,] financial statements, schedules and other financial or statistical data which are threatened or should be contained therein, as to which such counsel need express no statement): (A) The documents incorporated by reference in the Final Prospectus or any further amendment or supplement thereto made by the Company prior to [the Closing Date] [such Time of Delivery], when they became effective or were filed with the Commission, as the case may be, (vi) subsequent did not comply as to form in all material respects with the date requirements of the ProspectusAct or the Exchange Act, there has been no material adverse change as applicable, and the rules and regulations of the Commission thereunder; and (ii) contained in the financial position or results case of operation of a registration statement which became effective under the Bank's automotive finance business except as set forth in or contemplated by the Prospectus or as described in such certificate and (vi) the Prospectus does not contain any Act, an untrue statement of a material fact fact, or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or, in the case of other documents which were filed under the Exchange Act with the Commission, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such documents were so filed, not misleading; (i) The Registration Statement and the Final Prospectus and any further amendment and supplements thereto made by the Company prior to [the Closing Date] [such Time of Delivery], did not comply as to form in all material respects with the requirements of the Act and the rules and regulations thereunder; (ii) as of their respective effective date, the Registration Statement or any further amendment thereto made by the Company prior to [the Closing Date] [such Time of Delivery] contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that, as of its date, the Final Prospectus or any further amendment or supplement thereto made by the Company prior to the Closing Date contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading or that, as of [the Closing Date] [such Time of Delivery], either the Registration Statement or the Final Prospectus or any further amendment or supplement thereto made by the Company prior to [the Closing Date] [such Time of Delivery] contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; and (iii) any amendment to the Registration Statement required to be filed with the Commission or of any contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be incorporated by reference into the Final Prospectus or required to be described in the Registration Statement or the Final Prospectus which are not filed or incorporated by reference or described as required. (lc) On The Company shall have furnished to the Underwriters the opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for the Company, dated [the Closing Date] [such Time of Delivery], $30,620,164.79 aggregate amount of Certificates shall have been issued and sold pursuant to the Certificate Underwriting Agreement. The Bank will furnish effect that: (i) To the Representative, or cause the Representative to be furnished, with such number of conformed copies knowledge of such opinionscounsel, the Company has all necessary consents, authorizations, approvals, orders, certificates and permits of and from, and declarations and filings with, all federal, state, local and other governmental authorities, to own, lease, license, and use its properties and assets and to conduct its business in the manner described in the Final Prospectus (except for such consents, authorizations, approvals, orders, licenses, certificates, letters permits, declarations and documents filings, which the failure to have obtained, individually or in the aggregate, does not and can reasonably be expected in the future not to have a material adverse effect on the general affairs, business, financial position, shareholders' equity or results of operations of the Company and its subsidiaries, taken as a whole); (ii) To the Representative knowledge of such counsel, HAL Antillen N.V. ("HAL") has all necessary consents, authorizations, approvals, orders, certificates and permits of and from, and declarations and filings with, all federal, state, local, and other governmental authorities, to own, lease, license, and use its properties and assets and to conduct its business in the manner described in the Final Prospectus (except for such consents, authorizations, approvals, orders, licenses, certificates, permits, declarations and filings, which the failure to have obtained, individually or in the aggregate, does not, and can reasonably requestsbe expected in the future not to, have a material adverse effect on the general affairs, business, financial position, shareholders' equity or results of operations of the Company and its subsidiaries, taken as a whole); (iii) To the knowledge of such counsel, except as set forth in Schedule IV to this Agreement, all of the issued shares of capital stock of each Subsidiary of the Company are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, security interests or claims; (iv) To the knowledge of such counsel, and other than as set forth in the Final Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its Subsidiaries is a party or of which any property of the Company or any of its Subsidiaries is the subject which, if determined adversely to the Company or any of its Subsidiaries, could reasonably be expected to individually or in the aggregate have a material adverse effect on the general affairs, business, financial position, shareholders' equity or results of operations of the Company and its Subsidiaries, taken as a whole; and, to the knowledge of such counsel, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; (v) To the knowledge of such counsel, the issue and sale of the Securities and the compliance by the Company with all of the provisions of the Securities[, the Indenture] and this Agreement [and the International Underwriting Agreement] and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument known to such counsel to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries is bound or to which any of the property or assets of the Company or any of the Subsidiaries is subject, nor will such action result in any violation of the provisions of the Certificate of Incorporation or By-laws of the Company or, to the knowledge of such counsel, any statute or any order, rule or regulation binding on the Company or any of the Subsidiaries or any of their properties; and (vi) To the knowledge of such counsel, the Company is not (A) in violation of, or in default with respect to, any law, rule, regulation, order, judgment or decree, except as may be properly described in the Final Prospectus or such as in the aggregate do not now have, and can reasonably be expected in the future not to have, a material adverse effect on the general affairs, business, financial position, shareholders' equity or results of operations of the Company and the Subsidiaries, taken as a whole; nor is the Company required to take any action in order to avoid any such violation or default; (B) in violation or breach of, or in default with respect to, complying with any material provision of any contract, agreement, instrument, lease, license, arrangement or understanding which is material to the Company and its Subsidiaries, taken as a whole; or (C) in violation or breach of, or in default with respect to, any term of its certificate of incorporation (or other charter document) or by-laws. (d) The Company shall have furnished to the Underwriters the opinion of ▇▇▇▇▇, ▇▇▇▇▇▇▇ Y ▇▇▇▇▇▇, Panamanian counsel for the Company, dated [the Closing Date] [such Time of Delivery], to the effect that: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, with power and authority (corporate and other) to own, lease, license and use its properties and conduct its business as described in the Final Prospectus; (ii) This Agreement[, the Indenture] [the International Underwriting Agreement] and the Securities have been duly authorized; (iii) No consent, approval, authorization, order, registration or qualification of or with any Panamanian court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement [the International Underwriting Agreement] [or the Indenture], except such as have been obtained under the Act [and the Trust Indenture Act] and such consents, approvals, authorizations, registrations or qualifications as may be required under state or foreign securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters; (iv) The Company has an authorized capitalization as set forth in the Final Prospectus, and all of the issued shares of capital stock of the Company[, including the Securities] have been duly and validly authorized and issued, and are fully paid and non-assessable; and (v) To the knowledge of such counsel, the Company is not in violation of, or in default with respect to, any law, rule, regulation, order, judgment or decree, except as may be properly described in the Final Prospectus or such as in the aggregate do not now have, and can reasonably be expected in the future not to have, a material adverse effect on the general affairs, business, financial position, shareholders' equity or results of operations of the Company and the Subsidiaries, taken as a whole. Each such opinion described in 4(b), (c) and (d) above shall be in form and substance reasonably satisfactory to the Representatives. In rendering such opinions described in 4(b), (c) and (d) above, each such counsel may rely (i) as to matters involving the application of laws other than the laws of the jurisdiction in which such counsel practices, to the extent such counsel deems proper and to the extent specified in such opinion, upon an opinion or opinions (in form and substance reasonably satisfactory to counsel for the Underwriters) of o

Conditions to the Obligations of the Underwriters. The obligation obligations of the several Underwriters to purchase and pay for the Notes will Underwriters' Securities shall be subject to the accuracy of the representations and warranties on the part of the Bank Company contained herein on as of the Execution Time, as of the date hereof of the effectiveness of any amendment to the Registration Statement filed prior to the Closing Date (including the filing of any document incorporated by reference therein) and as of the Closing Date, to the accuracy of the statements of officers of the Bank Company made in any certificates pursuant to the provisions hereof, to the performance by the Bank Company of its obligations hereunder and to the following additional conditions precedentconditions: (a) On If the Registration Statement has not become effective prior to the Execution Time, unless the Representatives agree in writing to a later time, the Registration Statement shall have become effective not later than (i) 6:00 P.M. New York City time, on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 P.M. New York City time on such date or (ii) 12:00 Noon on the date hereofbusiness day following the day on which the public offering price was determined, if such determination occurred after 3:00 P.M. New York City time on such date; if filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Representative shall have received a letter (a "Procedures Letter"), dated the date of this Agreement of each of Price Waterhouse LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP verifying the accuracy of such financial and statistical data contained in the Prospectus as the Representative shall deem reasonably advisable. In addition, if any amendment or supplement to the Prospectus made after the date hereof contains financial or statistical data, the Representative shall have received a letter dated the Closing Date confirming each Procedures Letter and providing additional comfort on such new data. (b) The Prospectus Supplement shall have been filed in the manner and within the time period required by Rule 424(b) of the Rules and Regulations); and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement registration Statement, as amended from time to time, shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (cb) Subsequent The Company shall have furnished to the execution and delivery of this Agreement, there shall not have occurred Representatives: (i) any changethe opinion of the General Counsel, an Assistant General Counsel, or any development involving a prospective change, in or affecting particularly the business or properties other counsel of the Bank, Chase or The Chase Manhattan Corporation which, in the reasonable judgment of the Representative, materially impairs the investment quality of the Notes or makes it impractical to market the Notes; (ii) any suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Bank, Chase or The Chase Manhattan Corporation on any exchange or in the over-the-counter market by such exchange or over-the-counter market or by the Commission; (iii) any banking moratorium declared by federal or New York authorities; or (iv) any outbreak or material escalation of major hostilities or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representative, the effect of any such outbreak, escalation, calamity or emergency on the United States financial markets makes it impracticable or inadvisable to proceed with completion of the sale of and any payment for the Notes. (d) The Representative shall have received opinionsCompany, dated the Closing Date Date, to the effect that: (A) the Company has been duly incorporated and reasonably satisfactoryis validly existing as a corporation in good standing under the laws of the State of Delaware, with full corporate power and authority to own its properties and conduct its business as described in the Prospectus, and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction within the United States which requires such qualifications wherein it owns or leases material properties or conducts material business; (B) the Securities conform in all material respects to the description thereof contained in the Prospectus; (C) the Indenture has been duly authorized, executed and delivered, has been duly qualified under the Trust Indenture Act, and constitutes a legal, valid and binding obligation enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws affecting creditors' rights generally from time to time in effect, and subject, as to enforceability, to general principle of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law); and the Securities have been duly authorized and, when taken togetherexecuted and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to this Agreement, in form the case of the Underwriters' Securities, or by the purchasers thereof pursuant to Delayed Delivery Contracts, in the case of any Contract Securities, will constitute legal, valid and substance binding obligations of the Company entitled to the Representativebenefits of the Indenture (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and other similar laws affecting creditors' rights generally from time to time in effect); (D) to the best knowledge of such counsel, there is no pending or threatened action, suit or proceeding before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries, of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Prospectus, special counsel and there is no franchise, contract or other document of a character required to be described in the Registration Statement or Prospectus, or to be filed as an exhibit, which is not described or filed as required; (E) the Registration Statement and any amendments thereto have become effective under the Act; any required filing of the Prospectus and any supplement thereto pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); to the Bankbest knowledge of such counsel, ▇▇▇▇▇▇▇▇no stop order suspending the effectiveness of the Registration Statement, ▇▇▇▇▇▇ & Fingeras amended, special counsel to has been issued, no proceedings for that purpose have been instituted or are pending or contemplated under the TrustAct; (F) this Agreement and any Delayed Delivery Contracts have been duly authorized, executed and delivered by the Company; (G) no authorization, approval or other action by, and no notice to, consent of, order of, or filing with, any relevant United States governmental authority or regulatory body is required for the consummation of the transactions contemplated herein or in any Delayed Delivery Contracts, except such as have been obtained under the Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities and such other approvals (specified in such opinion) as have been obtained; (H) such counsel otherwise reasonably acceptable has no reason to believe that (1) the Registration Statement and the Prospectus (except the financial statements and the notes thereto and other information of an accounting or financial nature included therein, and the Statement of Eligibility (Form T-1) included as an exhibit to the RepresentativeRegistration Statement, with respect as to which such counsel need express no view) were not appropriately responsive in all material respects to requirements of the Act and the applicable rules and regulations of the Commission thereunder and (2) the Registration Statement or any amendment thereof at the time it became effective contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as amended or supplemented, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (in each case except for the financial statements and the notes thereto and other information of an accounting or financial nature included therein, as to which such counsel need express no view); and (I) none of the issue and sale of the Securities, the consummation of any other of the transactions herein contemplated or the fulfillment of the terms hereof or of any Delayed Delivery Contracts will conflict with, result in a breach of, or constitute a default under, the charter or by-laws of the Company or the terms of any indenture or other agreement or instrument known to such matters as are customary for counsel and to which the type Company is a party or bound, or any decree or regulation known to such counsel to be applicable to the Company of transaction contemplated by this Agreementany court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Company. (ec) The Representative shall have received an opinion or opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the Bank, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to certain matters relating to the transfers of the Receivables from the Bank to the Trust and with respect to a grant of a security interest in the Receivables to the Indenture Trustee, and an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, with respect to the perfection of the Trust's and the Indenture Trustee's interests in the Receivables. (f) The Representative Representatives shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP___________________, counsel to for the Underwriters, such opinion or opinions, dated the Closing Date (g) The Representative shall have received an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special tax counsel to the Bank, dated the Closing Date and reasonably satisfactory in form and to the effect (a) that under current law the Notes will be characterized as debt, and the Trust will not be characterized as an association (or a publicly traded partnership) taxable as a corporation for United States federal income tax purposes and (b) that, subject to the qualifications set forth therein, the discussion set forth in the Prospectus Supplement under the caption "Certain Federal Income Tax Consequences" is an accurate summary of the United States federal income tax matters described therein. (h) The Representative shall have received an opinion of ▇▇▇▇▇▇ & Whitney LLP, counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to such the issuance and sale of the Securities, the Indenture, any Delayed Delivery Contracts, the Registration Statement, the Prospectus and other related matters as are customary the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the transactions contemplated by this Agreement. In rendering purpose of enabling them to pass upon such opinions, counsel to the Indenture Trustee may rely on the opinion of the office of the general counsel to the Indenture Trusteematters. (id) The Representative Company shall have received an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel furnished to the Owner TrusteeRepresentatives a certificate of the Company, signed by the principal financial or accounting officer (or Vice President and such other counsel reasonably satisfactory to Treasurer) of the Representative and its counsel, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (j) The Class A-1 Notes shall have been rated "A-1+" by Standard & Poor's, P-1 by ▇▇▇▇▇'▇ and "F-1+" by Fitch. The Class A-2 Notes, Class A-3 Notes and Class A-4 Notes shall have been rated "AAA" by Standard & Poor's, Aaa by ▇▇▇▇▇'▇ and "AAA" by Fitch. The Certificates shall have been rated "A+" by Standard & Poor's, A2 by ▇▇▇▇▇'▇ and "A+" and by Fitch. (k) The Representative shall have received a certificateCompany, dated the Closing Date, of an attorney-in-fact, a Vice President or more senior officer of the Bank in which such person, to the best effect that the signer of his or her knowledge after reasonable investigationsuch certificate has carefully examined the Registration Statement, shall state that the Prospectus, any supplement to the Prospectus and this Agreement and that: (i) the representations and warranties of the Bank Company in this Agreement are true and correct in all material respects on and as of the Closing Date, (ii) Date with the Bank same effect as if made on the Closing Date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, ; (iii) the representations and warranties of the Bank, as Seller and Servicer, in the Sale and Servicing Agreement and, as Depositor, in the Trust Agreement, are true and correct as of the dates specified in the Sale and Servicing Agreement and the Trust Agreement, (ivii) no stop order suspending the effectiveness of the Registration Statement Statement, as amended, has been issued and no proceedings for that purpose have been instituted or are threatened by or, to the CommissionCompany's knowledge, threatened; and (viii) subsequent to since the date of the most recent financial statements included in the Prospectus, there has been no material adverse change in the condition (financial position or results of operation other), earnings, business or properties of the Bank's automotive finance business Company and its subsidiaries considered as one enterprise, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated by in the Prospectus or as described in such certificate and (vi) the Prospectus does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleadingProspectus. (le) On At the Closing Date, $30,620,164.79 aggregate amount of Certificates PricewaterhouseCoopers LLP shall have been issued and sold pursuant furnished to the Certificate Underwriting AgreementRepresentatives a letter or letters (which may refer to a letter previously delivered to one or more of the Representatives), dated as of the Closing Date, in form and substance satisfactory to the Representatives, confirming that they are independent accountants within the meaning of the Act and the Exchange Act and the respective applicable published rules and regulations thereunder, that the response, if any, to Item 10 of the Registration Statement is correct insofar as it relates to them and stating in effect that: (i) in their opinion the audited financial statements and schedules thereto included or incorporated in the Registration Statement and the Prospectus and reported on by them comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the published rules and regulations thereunder with respect to financial statements and financial statement schedules included or incorporated in annual reports on Form 10-K under the Exchange Act; (ii) on the basis of a reading of the unaudited financial statements included or incorporated in the Registration Statement and the Prospectus and of the latest unaudited financial statements made available by the Company and its subsidiaries; carrying out certain specified procedures (but not an examination in accordance with generally accepted auditing standards) which would not necessarily reveal matters of significance with respect to the comments set forth in such letter; a reading of the minutes of the meetings of the stockholders, directors and executive committees of the Company and the Subsidiaries since the date of the latest audited balance sheet, through a specified date not more than five business days prior to the date of the letter; and inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its subsidiaries as to transactions and events subsequent to the date of the most recent financial statements incorporated in the Registration Statement and the Prospectus, nothing came to their attention which caused them to believe that: (1) any unaudited financial statements included or incorporated in the Registration Statement and the Prospectus do not comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect to financial statements included or incorporated in quarterly reports on Form 10-Q under the Exchange Act; and said unaudited financial statements are not stated on a basis substantially consistent with that of the audited financial statements included or incorporated in the Registration Statement and the Prospectus; or (2) with respect to the period subsequent to the date of the most recent financial statements incorporated in the Registration Statement and the Prospectus, there were, at a specified date not more than five business days prior to the date of the letter, any increases in long-term debt of the Company and its subsidiaries or decreases in the capital stock of the Company or decreases in the stockholders' equity of the Company and its subsidiaries as compared with the amounts shown on the most recent consolidated balance sheet included or incorporated in the Registration Statement and the Prospectus, except in all instances for increases or decreases set forth in such letter, in which case the letter shall be accompanied by an explanation by the Company as to the significance thereof unless said explanation is not deemed necessary by the Representatives; and (iii) they have performed certain other procedures as a result of which they determined that the information described in a schedule to be delivered on behalf of the Underwriters of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general ledger of the Company) set forth in the Registration Statement, as amended, the Prospectus, as amended or supplemented, and in Exhibit __ to the Registration Statement (including selected accounting, financial or statistical information included or incorporated in the Company's Annual Report on Form 10-K incorporated in the Prospectus or any of the Company's Quarterly Reports on Form l0-Q incorporated therein), agrees with the general ledger of the Company and its subsidiaries, excluding any questions of legal interpretation. The Bank will furnish References to the RepresentativeProspectus in this paragraph (e) include any supplements thereto at the date of the letter. (f) Subsequent to the respective dates of which information is given in the Registration Statement and the Prospectus, there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (e) of this Section 5 or (ii) any change, or cause any development involving a prospective change, in or affecting the Representative business or properties of the Company and its subsidiaries considered as one enterprise the effect of which, in any case referred to be furnishedin clause (i) or (ii) above, is, in the judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Securities as contemplated by the Registration Statement and the Prospectus. (g) Prior to the Closing Date, the Company shall have furnished to the Representatives such number of conformed copies of such opinionsfurther information, certificates, letters certificates and documents as the Representative Representatives may reasonably requestsrequest. (h) The Company shall have accepted Delayed Delivery Contracts in any case where sales of Contract Securities arranged by the Underwriters have been approved by the Company. (i) Subsequent to the Execution Time, there shall not have been any decrease in the ratings of any of the Securities by Moody's Investor's Service, Inc. ("Moody's") or Standard & Poor's Corporation ("S&P") and neither Moody's nor S&P shall have publicly announced that it has placed any of the Securities on a credit watch with negative implications. If any of the conditions specified in this Section 5 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Representatives and their counsel, this Agreement and all obligations of the Underwriters hereunder may be cancelled at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation shall be given to the Company in writing or by telephone or telegraph confirmed in writing.

Conditions to the Obligations of the Underwriters. The obligation obligations of the several Underwriters to purchase the Firm Securities and pay for the Notes will Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Bank Company contained herein on the date hereof and as of the Execution Time, the Closing DateDate and any subsequent settlement date pursuant to Section 3 hereof, to the accuracy of the statements of officers of the Bank Company made in any certificates pursuant to the provisions hereof, to the performance by the Bank Company of its obligations hereunder and to the following additional conditions precedentconditions: (a) On If the Registration Statement has not become effective prior to the Execution Time, unless the Representatives agree in writing to a later time, the Registration Statement will become effective not later than (i) 6:00 p.m., New York City time, on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 p.m., New York City time, on such date or (ii) 12:00 Noon, New York City time, on the date hereofbusiness day following the day on which the public offering price was determined, if such determination occurred after 3:00 p.m., New York City time, on such date; if filing of the Prospectus, or any supplement thereto, is required pursuant to the applicable paragraph of Rule 424(b), the Representative shall have received a letter (a "Procedures Letter")Prospectus, dated the date of this Agreement of each of Price Waterhouse LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP verifying the accuracy of any such financial and statistical data contained in the Prospectus as the Representative shall deem reasonably advisable. In additionsupplement, if any amendment or supplement to the Prospectus made after the date hereof contains financial or statistical data, the Representative shall have received a letter dated the Closing Date confirming each Procedures Letter and providing additional comfort on such new data. (b) The Prospectus Supplement shall have been will be filed in the manner and within the time period required by Rule 424(b) of the Rules and Regulations); and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (cb) Subsequent The Company shall have furnished to the execution and delivery Representatives the opinion of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Bank, Chase or The Chase Manhattan Corporation which, in the reasonable judgment of the Representative, materially impairs the investment quality of the Notes or makes it impractical to market the Notes; (ii) any suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Bank, Chase or The Chase Manhattan Corporation on any exchange or in the over-the-counter market by such exchange or over-the-counter market or by the Commission; (iii) any banking moratorium declared by federal or New York authorities; or (iv) any outbreak or material escalation of major hostilities or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representative, the effect of any such outbreak, escalation, calamity or emergency on the United States financial markets makes it impracticable or inadvisable to proceed with completion of the sale of and any payment for the Notes. (d) The Representative shall have received opinions, dated the Closing Date and reasonably satisfactory, when taken together, in form and substance to the Representative, of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special Professional Corporation, counsel for the Company, dated the Closing Date, to the Bankeffect that: (i) each of the Company and each Subsidiary has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is chartered or organized, ▇▇▇▇▇▇▇▇with full corporate power and authority to own its properties and conduct its business as described in the Prospectus, ▇▇▇▇▇▇ & Fingerand is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification, special counsel except where the failure to so qualify or be in good standing, singly or in the aggregate would not have a material Adverse Effect; (ii) all the outstanding shares of capital stock of each Subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable and all outstanding shares of capital stock of the Subsidiaries (other than ___ of [MTC Japan]) are owned by the Company free and clear of any perfected security interest and, to the Trustknowledge of such counsel, after due inquiry, any other security interests, claims, liens or encumbrances, except as described in the Registration Statement; (iii) the Company's authorized equity capitalization is as set forth in the Prospectus; the capital stock of the Company conforms to the description thereof contained in the Prospectus; the outstanding shares of Common Stock, par value $.001 per share, of the Company have been duly and validly authorized and issued and are fully paid and nonassessable; the Securities being sold hereunder have been duly and validly authorized, and, when issued and delivered to and paid for by the Underwriters pursuant to this Agreement, will be fully paid and nonassessable; the Securities are duly authorized for quotation, subject to official notice of issuance, on the Nasdaq National Market; the certificates for the Securities are in valid and sufficient form; and the holders of outstanding shares of capital stock of the Company are not entitled to preemptive or other rights to subscribe for the Securities; (iv) to the knowledge of such counsel, there is no pending or threatened action, suit or proceeding before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Prospectus, and there is no franchise, contract or other document of a character required to be described in the Registration Statement or Prospectus, or to be filed as an exhibit, which is not described or filed as required; and the statements in the Prospectus under the captions "Prospectus Summary--Reorganization," "Risk Factors--Government Regulation," "Risk Factors--Impact of Shares Eligible for Future Sale," "Business-Regulation," "Business--Legal Proceedings," "Business--Reorganization," "Management--Stock Option Plans and Arrangements," "Certain Transactions," "Description of Capital Stock, "Shares Eligible for Future Sale," and "Certain U.S. Tax Considerations for Non-U.S. Holders" fairly summarize, in all material respects, the matters therein described, in each case insofar as such statements constitute summaries of the legal matters, documents or proceedings referred to therein; (v) the Registration Statement has become effective under the Securities Act; any required filing of the Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or threatened; the Registration Statement and the Prospectus (other than the financial statements and other financial and statistical information contained therein as to which such counsel need render no opinion) comply as to form in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder; and such counsel has no reason to believe that at the Effective Date the Registration Statement (other than the financial statements and other financial and statistical information contained therein as to which such counsel need render no opinion) includes any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as of its date or the Closing Date (other than the financial statements and other financial and statistical information contained therein as to which such counsel need render no opinion), includes any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (vi) this Agreement has been duly authorized, executed and delivered by the Company; (vii) no consent, approval, authorization or order of any court or governmental agency or body is required for the consummation of the transactions contemplated herein, except such as have been obtained under the Securities Act and such as may be required under the blue sky laws of any jurisdiction or the NASD Corporate Financing Rule in connection with the purchase and distribution of the Securities by the Underwriters and such other approvals (if any, and specified in such opinion) as have been obtained; (viii) neither the issue and sale of the Securities, nor the consummation of any other of the transactions contemplated herein, nor the fulfillment of the terms hereof will conflict with result in a breach or violation of, or constitute a default under, any law or the charter or by-laws of the Company or the terms of any indenture or other agreement or instrument known to such counsel otherwise reasonably acceptable and to which the Company or any Subsidiary is a party or bound or any judgment, order or decree known to such counsel to be applicable to the RepresentativeCompany or any Subsidiary of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Company or any Subsidiary; and (ix) no holders of securities of the Company have rights to the registration of such securities under the Registration Statement, which rights have not been satisfied or waived with respect to the offering made by the Registration Statement. In rendering such opinion, such counsel may rely (A) as to matters as involving the application of laws of any jurisdiction other than the State of California or the federal laws of the United States, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are customary satisfactory to counsel for the type Underwriters and (B) as to matters of transaction contemplated by fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Prospectus in this Agreementparagraph (b) include any supplements thereto at the Closing Date. With respect to paragraph (b)(v) of this Section 6, counsel may state that its belief is based upon its participation in the preparation of the Registration Statement and Prospectus and any amendments and supplements thereto and review and discussion of the contents thereof, but is without independent check or verification. (ec) The Representative Representatives shall have received an opinion or opinions of ▇▇▇▇▇▇▇ ▇from ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the Bank, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to certain matters relating to the transfers of the Receivables from the Bank to the Trust and with respect to a grant of a security interest in the Receivables to the Indenture Trustee, and an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, with respect to the perfection of the Trust's and the Indenture Trustee's interests in the Receivables. (f) The Representative shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to for the Underwriters, such opinion or opinions, dated the Closing Date (g) The Representative shall have received an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special tax counsel to the Bank, dated the Closing Date and reasonably satisfactory in form and to the effect (a) that under current law the Notes will be characterized as debt, and the Trust will not be characterized as an association (or a publicly traded partnership) taxable as a corporation for United States federal income tax purposes and (b) that, subject to the qualifications set forth therein, the discussion set forth in the Prospectus Supplement under the caption "Certain Federal Income Tax Consequences" is an accurate summary of the United States federal income tax matters described therein. (h) The Representative shall have received an opinion of ▇▇▇▇▇▇ & Whitney LLP, counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to such the issuance and sale of the Securities, the Registration Statement, the Prospectus (together with any supplements thereto) and other related matters as are customary the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the transactions contemplated by this Agreement. In rendering purpose of enabling them to pass upon such opinions, counsel to the Indenture Trustee may rely on the opinion of the office of the general counsel to the Indenture Trusteematters. (id) The Representative Company shall have received an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel furnished to the Owner TrusteeRepresentatives a certificate of the Company, signed by the Chief Executive Officer, President and such other counsel reasonably satisfactory to Chief Financial Officer of the Representative and its counsel, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (j) The Class A-1 Notes shall have been rated "A-1+" by Standard & Poor's, P-1 by ▇▇▇▇▇'▇ and "F-1+" by Fitch. The Class A-2 Notes, Class A-3 Notes and Class A-4 Notes shall have been rated "AAA" by Standard & Poor's, Aaa by ▇▇▇▇▇'▇ and "AAA" by Fitch. The Certificates shall have been rated "A+" by Standard & Poor's, A2 by ▇▇▇▇▇'▇ and "A+" and by Fitch. (k) The Representative shall have received a certificateCompany, dated the Closing Date, of an attorney-in-fact, a Vice President or more senior officer of the Bank in which such person, to the best effect that the signers of his or her knowledge after reasonable investigationsuch certificate have carefully examined the Registration Statement, shall state that the Prospectus, any supplement to the Prospectus, and this Agreement, and that: (i) the representations and warranties of the Bank Company in this Agreement are true and correct in all material respects on and as of the Closing Date, (ii) Date with the Bank same effect as if made on the Closing Date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, ; (iii) the representations and warranties of the Bank, as Seller and Servicer, in the Sale and Servicing Agreement and, as Depositor, in the Trust Agreement, are true and correct as of the dates specified in the Sale and Servicing Agreement and the Trust Agreement, (ivii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are threatened by or, to the CommissionCompany's knowledge, threatened; and (viii) subsequent to since the date of the Prospectusmost recent financial statements included in the Prospectus (exclusive of any supplements thereto), there has been no material adverse change change, or development involving a prospective change, in the condition (financial position or other), business, prospects, properties, net worth or results of operation operations of the Bank's automotive finance business Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated by in the Prospectus or as described in such certificate and (vi) the Prospectus does not contain exclusive of any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleadingsupplements thereto). (le) On At the Execution Time and at the Closing Date, $30,620,164.79 aggregate amount of Certificates KPMG Peat Marwick LLP shall have been issued and sold pursuant furnished to the Certificate Underwriting AgreementRepresentatives a signed letter, dated respectively as of the Execution Time and as of the Closing Date, each in the respective form contemplated for "comfort letters addressed to underwriters" by Statement of Auditing Standards No. The Bank will furnish 72 ("SAS 72"), and in form and substance previously provided to for review and agreed to as satisfactory to the RepresentativeRepresentatives and to counsel for the Underwriters. Each such letter shall specify therein, inter alia, the amounts described as being set forth therein in paragraph (f)(i) of this Section 6 as of the dates contemplated by SAS 72. (f) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of any supplement thereto), there shall not have been (i) any increases in the Company's (including its consolidated subsidiaries') long-term debt (including current maturities), or cause changes in the Representative Company's (including its consolidated subsidiaries') capital stock or stockholders' equity, or decreases in the Company's (including its consolidated subsidiaries') working capital, total net sales, net income (or increases in net loss) or per share amounts, in each case from the amounts specified in the letter delivered at the Execution Time and referred to be furnishedin paragraph (e) of this Section 6 or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or other), business, prospects, properties, net worth or results of operations of the Company and its subsidiaries, taken as a whole, the effect of which, in any case referred to in clauses (i) or (ii) above, is, in the judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of any supplement thereto). (g) On or prior to the Execution Time, the NASD shall have approved the Underwriters' participation in the distribution of the Securities and the Nasdaq National Market shall have approved the Securities for listing thereon. (h) At the Execution Time, the Company shall have furnished to the Representatives each of the signed Lock-Up Letters. (i) Prior to the Closing Date, the Company shall have furnished to the Representatives such number of conformed copies of such opinionsfurther information, certificates, letters certificates and documents as the Representative Representatives or counsel for the Underwriters may reasonably requestsrequest. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation shall be given to the Company in writing or by telephone or telegraph confirmed in writing.

Conditions to the Obligations of the Underwriters. The obligation obligations of the several Underwriters to purchase the Underwritten Securities and pay for the Notes will Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Bank Company and the Selling Stockholder contained herein on the date hereof and as of the Execution Time, the Closing DateDate and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of officers of the Bank Company and the Selling Stockholder made in any certificates pursuant to the provisions hereof, and to the performance by the Bank Company and the Selling Stockholder of its their respective obligations hereunder (the Company and the Selling Stockholder agreeing with one another to perform such respective obligations and to use all reasonable efforts to satisfy all conditions to the obligations of the Underwriters to purchase the Underwritten Securities contemplated herein to be satisfied by the Company and the Selling Stockholder, as applicable). The obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall also be subject to the following additional conditions precedentconditions: (a) On If the Registration Statement has not become effective prior to the Execution Time, unless the Representatives agree in writing to a later time, the Registration Statement will become effective not later than (i) 6:00 PM New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 PM New York City time on such date or (ii) 9:30 AM on the date hereofBusiness Day following the day on which the public offering price was determined, if such determination occurred after 3:00 PM New York City time on such date; if filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Representative shall have received a letter (a "Procedures Letter")Prospectus, dated the date of this Agreement of each of Price Waterhouse LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP verifying the accuracy of any such financial and statistical data contained in the Prospectus as the Representative shall deem reasonably advisable. In additionsupplement, if any amendment or supplement to the Prospectus made after the date hereof contains financial or statistical data, the Representative shall have received a letter dated the Closing Date confirming each Procedures Letter and providing additional comfort on such new data. (b) The Prospectus Supplement shall have been will be filed in the manner and within the time period required by Rule 424(b) of the Rules and Regulations); and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Bank, Chase or The Chase Manhattan Corporation which, in the reasonable judgment of the Representative, materially impairs the investment quality of the Notes or makes it impractical to market the Notes; (ii) any suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Bank, Chase or The Chase Manhattan Corporation on any exchange or in the over-the-counter market by such exchange or over-the-counter market or by the Commission; (iii) any banking moratorium declared by federal or New York authorities; or (iv) any outbreak or material escalation of major hostilities or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representative, the effect of any such outbreak, escalation, calamity or emergency on the United States financial markets makes it impracticable or inadvisable to proceed with completion of the sale of and any payment for the Notes. (db) The Representative Company shall have received opinionsrequested and caused Skadden, dated the Closing Date and reasonably satisfactoryArps, when taken togetherSlate, in form and substance to the Representative, of ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for the Company, to have furnished to the Representatives their opinion, dated the Closing Date and addressed to the Representatives, substantially in the form of EXHIBIT A attached hereto. In rendering the opinion contained in EXHIBIT A, such counsel may rely as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. 15 (c) The Company shall have requested and caused Lahive and ▇▇▇▇▇▇▇▇▇, LLP, special patent counsel for the Company, to have furnished to the Representatives their opinion, dated the Closing Date and addressed to the Representatives, to the effect that the statements contained in (A) the "RISK FACTORS" section of the Prospectus under the caption "IF WE ARE UNABLE TO OBTAIN AND ENFORCE VALID PATENTS, WE COULD LOSE ANY COMPETITIVE ADVANTAGE WE MAY HAVE," and (B) the "BUSINESS" section of the Prospectus under the captions "TECHNOLOGY LICENSES," "PATENTS AND PROPRIETARY RIGHTS," and "LEGAL PROCEEDINGS," in each case, insofar as such statements constitute matters of law or legal conclusions or summarize legal or regulatory matters or proceedings, have been reviewed by them and are accurate and fair descriptions of such matters of law or legal conclusions or summaries of such legal or regulatory matters or proceedings. In rendering such opinion such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the Commonwealth of Massachusetts or the federal laws of the United States, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriters and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. (d) The Company shall have requested and caused ▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, P.C., special regulatory counsel for the Company, to have furnished to the BankRepresentatives their opinion, dated the Closing Date and addressed to the Representatives, to the effect that the statements contained in (A) the "RISK FACTORS" section of the Prospectus under the caption "IF OUR CLINICAL TRIALS ARE NOT SUCCESSFUL, OR IF WE ARE OTHERWISE UNABLE TO OBTAIN AND MAINTAIN REGULATORY APPROVAL REQUIRED TO MARKET AND SELL OUR PRODUCTS, WE WOULD INCUR INCREASING OPERATING LOSSES" AND (B) the "BUSINESS" section of the Prospectus under the caption "GOVERNMENT REGULATION," insofar as such statements constitute matters of law or legal conclusions or summarize legal or regulatory matters or proceedings, have been reviewed by them and are accurate and fair descriptions of such matters of law or legal conclusions or summaries of such legal or regulatory matters or proceedings. (e) The Selling Stockholder shall have requested and caused ▇'▇▇▇▇▇▇▇▇▇ Graev & Karabell, ▇▇▇▇▇▇ & FingerLLP, special counsel for the Selling Stockholder, to have furnished to the Trust, and such other counsel otherwise reasonably acceptable to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (e) The Representative shall have received an Representatives their opinion or opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the Bank, dated the Closing Date and satisfactory in form and substance addressed to the RepresentativeRepresentatives, with respect to certain matters relating substantially to the transfers effect that: (i) this Agreement has been duly authorized, executed and delivered by the Selling Stockholder pursuant to such Selling Stockholder's power of attorney and the Selling Stockholder has the requisite power and authority to sell, transfer and deliver in the manner provided in this Agreement the Securities being sold by the Selling Stockholder hereunder; (ii) assuming that (1) the Underwriters purchase such Securities from the Selling Stockholder without notice of any adverse claim (within the meaning of Section 8-105 of the Receivables from UCC), (2) the Bank Underwriters make payment therefor as provided herein, (3) such Securities are delivered to the Trust Representatives in accordance with the provisions of the Custody Agreement, and with respect to a grant (4) the Underwriters obtain control of a security the Securities (within the meaning of Section 8-106 of the UCC), the Underwriters will acquire all of the Selling Stockholder's rights and interest in such Securities free of any adverse claim (within the Receivables meaning of Section 8-105 of the UCC); (iii) no consent, approval, authorization or order of any federal or New York court or governmental agency or body is required for the consummation by the Selling Stockholder of the transactions contemplated herein, except such as may have been obtained under the Act and such as may be required under the securities or blue sky laws of any jurisdiction and the rules of the National Association of Securities Dealers Inc. in connection with the purchase and distribution of the Securities by the Underwriters and such other approvals (specified in such opinion) as have been obtained; and (iv) neither the sale of the Securities being sold by the Selling Stockholder nor the consummation of any other of the transactions herein contemplated by the Selling Stockholder or the fulfillment of the terms hereof by the Selling Stockholder will conflict with, result in a breach or violation of, or constitute a default under any Applicable Law or the certificate of formation or operating agreement of the Selling Stockholder or any judgment, order or decree known to such counsel to be applicable to the Indenture TrusteeSelling Stockholder or of any New York or federal court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Stockholder. In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of New York or the federal laws of the United States, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriters, and an opinion (B) as to matters of ▇▇▇▇▇▇▇▇fact, ▇▇▇▇▇▇ & Finger, special counsel to the Trustextent they deem proper, with respect to the perfection on certificates of responsible officers of the Trust's Selling Stockholder and the Indenture Trustee's interests in the Receivablespublic officials. (f) The Representative Representatives shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ Procter LLP, counsel to for the Underwriters, such opinion or opinions, dated the Closing DateDate and addressed to the Representatives, with respect to the issuance and sale of the Securities, the Registration Statement, the Prospectus (together with any supplement thereto) and other related matters as the Representatives may reasonably require, and the Company and the Selling Stockholder shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (g) The Representative Company shall have received an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special tax counsel furnished to the Bank, dated the Closing Date and reasonably satisfactory in form and to the effect (a) that under current law the Notes will be characterized as debt, and the Trust will not be characterized as an association (or Representatives a publicly traded partnership) taxable as a corporation for United States federal income tax purposes and (b) that, subject to the qualifications set forth therein, the discussion set forth in the Prospectus Supplement under the caption "Certain Federal Income Tax Consequences" is an accurate summary certificate of the United States federal income tax matters described therein. (h) The Representative shall have received an opinion of ▇▇▇▇▇▇ & Whitney LLPCompany, counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the transactions contemplated signed by this Agreement. In rendering such opinions, counsel to the Indenture Trustee may rely on the opinion of the office of the general counsel to the Indenture Trustee. (i) The Representative shall have received an opinion the Chief Executive Officer and President of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Owner Trustee, Company and such other counsel reasonably satisfactory to (ii) the Representative and its counsel, dated Chief Financial Officer of the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (j) The Class A-1 Notes shall have been rated "A-1+" by Standard & Poor's, P-1 by ▇▇▇▇▇'▇ and "F-1+" by Fitch. The Class A-2 Notes, Class A-3 Notes and Class A-4 Notes shall have been rated "AAA" by Standard & Poor's, Aaa by ▇▇▇▇▇'▇ and "AAA" by Fitch. The Certificates shall have been rated "A+" by Standard & Poor's, A2 by ▇▇▇▇▇'▇ and "A+" and by Fitch. (k) The Representative shall have received a certificateCompany, dated the Closing Date, of an attorney-in-fact, a Vice President or more senior officer of the Bank in which such person, to the best effect that the signers of his or her knowledge after reasonable investigationsuch certificate have carefully examined the Registration Statement, shall state that the Prospectus, any supplements to the Prospectus, and this Agreement and that: (i) the representations and warranties of the Bank Company in this Agreement are true and correct in all material respects on and as of the Closing Date, (ii) Date with the Bank same effect as if made on the Closing Date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, ; (iii) the representations and warranties of the Bank, as Seller and Servicer, in the Sale and Servicing Agreement and, as Depositor, in the Trust Agreement, are true and correct as of the dates specified in the Sale and Servicing Agreement and the Trust Agreement, (ivii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are threatened by or, to the CommissionCompany's knowledge, threatened; and (viii) subsequent to since the date of the Prospectusmost recent financial statements included in the Prospectus (exclusive of any supplement thereto), there has been no material adverse change in effect on the condition (financial position or results of operation otherwise), prospects, earnings, business or properties of the Bank's automotive finance business Company, except as set forth in or contemplated by in the Prospectus or as described in such certificate and (vi) the Prospectus does not contain exclusive of any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleadingsupplement thereto). (lh) On The Selling Stockholder shall have furnished to the Representatives a certificate of the Selling Stockholder, signed by an authorized representative of the Selling Stockholder, dated the Closing Date, $30,620,164.79 aggregate amount to the effect that the signer of Certificates such certificate has carefully examined the Registration Statement, the Prospectus, any supplements to the Prospectus, this Agreement and the Irrevocable Power of Attorney and Custody Agreement and that the representations and warranties of the Selling Stockholder in this Agreement and the Irrevocable Power of Attorney and Custody Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date. (i) The Company shall have requested and caused Ernst & Young LLP to have furnished to the Representatives letters, at the Execution Time and at the Closing Date, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representatives, confirming that they are independent accountants within the meaning of the Act and the applicable rules and regulations adopted by the Commission thereunder and that they have performed a review of the unaudited interim financial information of the Company for the nine-month period ended September 30, 1999 and September 30, 2000, and as of September 30, 2000, in accordance with Statement on Auditing Standards No. 71, and stating in effect that: (i) in their opinion the audited financial statements and financial statement schedules included in the Registration Statement and the Prospectus and reported on by them comply as to form in all material respects with the applicable accounting requirements of the Act and the related rules and regulations adopted by the Commission; (ii) on the basis of a reading of the latest unaudited financial statements made available by the Company and its subsidiaries; their limited review, in accordance with standards established under Statement on Auditing Standards No. 71, of the unaudited interim financial information for the nine-month period ended September 30, 1999 and September 30, 2000, and as of September 30, 2000; carrying out certain specified procedures (but not an examination in accordance with generally accepted auditing standards) which would not necessarily reveal matters of significance with respect to the comments set forth in such letter; a reading of the minutes of the meetings of the stockholders, directors and audit and compensation committees of the Company and meetings of the Member of the Subsidiary; and inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and the Subsidiary as to transactions and events subsequent to December 31, 1999, nothing came to their attention which caused them to believe that: (1) [Intentionally left blank] (2) with respect to the period subsequent to September 30, 2000, there were any changes, at a specified date not more than five days prior to the date of the letter, in the capital stock of the Company or decreases in the stockholders' equity of the Company as compared with the amounts shown on the September 30, 2000 balance sheet included in the Registration Statement and the Prospectus; or for the period from October 1, 2000 to such specified date there were any decreases, as compared with the period from October 1, 1999 to February 9, 2000 in income before income taxes or in total or per share amounts of net income of the Company, except in all instances for changes or decreases set forth in such letter, in which case the letter shall be accompanied by an explanation by the Company as to the significance thereof unless said explanation is not deemed necessary by the Representatives; and (3) the information included in the Registration Statement and Prospectus in response to Regulation S-K, Item 301 (Selected Financial Data), is not in conformity with the applicable disclosure requirements of Regulation S-K; and (iii) they have performed certain other specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company and the Subsidiary) set forth in the Registration Statement and the Prospectus, including the information set forth under the captions "SELECTED FINANCIAL DATA" and "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" in the Prospectus, agrees with the accounting records of the Company and the Subsidiary, excluding any questions of legal interpretation. References to the Prospectus in this paragraph (i) include any supplement thereto at the date of the letter. (j) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of any supplement thereto), there shall not have been issued and sold (i) any change or decrease specified pursuant to paragraph (i)(ii)(1) in the Certificate Underwriting Agreement. The Bank will furnish the Representativeletter or letters referred to in paragraph (i) of this Section 6 or (ii) any change, or cause any development involving a prospective change, in or affecting the Representative condition (financial or otherwise), prospects, earnings, business or properties of the Company and the Subsidiary taken as a whole, except as set forth in or contemplated in the Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to be furnishedin clause (i) or (ii) above, is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of any supplement thereto). (k) On or prior to the Closing Date, the Company and the Selling Stockholder shall have furnished to the Representatives such number of conformed copies of such opinionsfurther information, certificates, letters certificates and documents as the Representative Representatives may reasonably requests.request. Except as otherwise expressly provided in this Section 6, if any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, this Agreement and

Conditions to the Obligations of the Underwriters. The obligation obligations of the several Underwriters to purchase the Underwritten Securities and pay for the Notes will Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Bank Company contained herein on the date hereof and as of the Execution Time, the Closing DateDate and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of officers of the Bank Company made in any certificates pursuant to the provisions hereof, to the performance by the Bank Company of its obligations hereunder and to the following additional conditions precedentconditions: (a) On If the Registration Statement has not become effective prior to the Execution Time, unless the Representatives agree in writing to a later time, the Registration Statement will become effective not later than (i) 6:00 PM New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 PM New York City time on such date or (ii) 9:30 AM on the date hereofBusiness Day following the day on which the public offering price was determined, if such determination occurred after 3:00 PM New York City time on such date; if filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Representative shall have received a letter (a "Procedures Letter")Prospectus, dated the date of this Agreement of each of Price Waterhouse LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP verifying the accuracy of any such financial and statistical data contained in the Prospectus as the Representative shall deem reasonably advisable. In additionsupplement, if any amendment or supplement to the Prospectus made after the date hereof contains financial or statistical data, the Representative shall have received a letter dated the Closing Date confirming each Procedures Letter and providing additional comfort on such new data. (b) The Prospectus Supplement shall have been will be filed in the manner and within the time period required by Rule 424(b) of the Rules and Regulations); and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Bank, Chase or The Chase Manhattan Corporation which, in the reasonable judgment of the Representative, materially impairs the investment quality of the Notes or makes it impractical to market the Notes; (ii) any suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Bank, Chase or The Chase Manhattan Corporation on any exchange or in the over-the-counter market by such exchange or over-the-counter market or by the Commission; (iii) any banking moratorium declared by federal or New York authorities; or (iv) any outbreak or material escalation of major hostilities or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representative, the effect of any such outbreak, escalation, calamity or emergency on the United States financial markets makes it impracticable or inadvisable to proceed with completion of the sale of and any payment for the Notes. (db) The Representative Company shall have received opinions, dated the Closing Date requested and reasonably satisfactory, when taken together, in form and substance to the Representative, of ▇▇▇▇▇▇▇ ▇caused ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, special counsel for the Company, to have furnished to the BankRepresentatives their opinion, ▇▇▇▇▇▇▇▇dated the Closing Date and addressed to the Representatives, ▇▇to the effect that: (i) Based solely on certificates from public officials, such counsel confirms that the Company is qualified to do business in the States of California, Colorado, Florida and Georgia; (ii) Based solely on certificates from public officials, such counsel confirms that the Operating Partnership is qualified to do business in the States of California, Colorado, Florida and Georgia; (iii) Each Material Subsidiary (as defined therein) is a limited liability company or limited partnership, as the case may be, under the Corporations Code of the State of California, the Limited Liability Company Act of the State of Delaware or the Revised Uniform Limited Partnership Act of the State of Delaware, with the limited liability company or limited partnership power and authority to own its properties and to conduct its business as described in the Registration Statement and the Prospectus; (iv) Based on certificates from public officials, such counsel confirms that each Material Subsidiary is validly existing and in good standing under the laws of the State of California or the State of Delaware, as the case may be, and is qualified to do business in the States listed on Schedule C thereto; (v) To the best of such counsel’s knowledge, there are no contracts or documents of a character required to be described in the Registration Statement or Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed; (vi) Such counsel is not, as of such date, representing the Company or its subsidiaries in any pending legal or governmental proceedings or investigations of a character required to be described in the Registration Statement or Prospectus that are not so described; (vii) The statements in the Prospectus under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Material Provisions of Consolidated Indebtedness to be Outstanding After the Concurrent Offerings,” “Management—Employment Agreements,” “Management—Executive Chairman Agreement,” “Certain Relationships and Related Transactions—GI Partners Contribution Agreement,” “Certain Relationships and Related Transactions— eBay Data Center Purchase Agreement,” “Certain Relationships and Related Transactions—200 ▇▇▇▇ & FingerAvenue and 1100 Space Park Drive Contribution Agreement,” “Certain Relationships and Related Transactions—Right of First Offer Agreements,” “Certain Relationships and Related Transactions—Non-Competition Agreement with Global Innovation Partners, special counsel LLC” and “ERISA Considerations,” insofar as they purport to describe or summarize certain provisions of the agreements, statutes or regulations referred to therein, are accurate descriptions or summaries in all material respects; (viii) The Registration Statement has become effective under the Act. With the consent of the Representatives, based solely on a telephonic confirmation by a member of the Staff of the Commission on , 2005, no stop order suspending the effectiveness of the Registration Statement has been issued under the Act and no proceedings therefor have been initiated by the Commission. Any required filing of the Prospectus pursuant to Rule 424 under the Act has been made in accordance with Rule 424 under the Act; (ix) The Registration Statement, as of the date it was declared effective, and the Prospectus, as of its date and as of the date hereof, appeared on their face to be appropriately responsive in all material respects to the Trustrequirements for registration statements on Form S-11 under the Act and the rules and regulations of the Commission thereunder; it being understood, and however, that such other counsel otherwise reasonably acceptable to the Representative, need express no opinion with respect to Regulation S-T or the financial statements, schedules, or other financial data, included in or omitted from, the Registration Statement or the Prospectus. For purposes of this paragraph, such counsel may assume that the statements made in the Registration Statement and the Prospectus are correct and complete; (x) With the consent of the Representatives based solely on a certificate of an officer of the Company as to factual matters, each of the Company and the Operating Partnership is not, and immediately after giving effect to the sale of the Securities in accordance with this Agreement and the application of the proceeds as described in the Prospectus under the caption “Use of Proceeds,” will not be required to be registered as, an “investment company” within the meaning of the Investment Company Act of 1940, as amended; (xi) The execution and delivery of this Agreement by the Company and the Operating Partnership, the issuance and sale of the Securities by the Company to the Representatives and the other Underwriters pursuant to this Agreement, on the date hereof do not: (A) violate the provisions of any Subsidiary Operating Agreement; or (B) result in the breach of or a default under any of the Material Agreements (as defined therein); or (C) violate any federal or California statute, rule or regulation applicable to the Company, the Operating Partnership or the Material Subsidiaries; or (D) require any consents, approvals, or authorizations to be obtained by the Company, the Operating Partnership or any Material Subsidiary from, or any registrations, declarations or filings to be made by the Company, the Operating Partnership or any Material Subsidiary with, any governmental authority under any federal or California statute, rule or regulation applicable to the Company, the Operating Partnership or any Material Subsidiary, that have not been obtained or made; (xii) With the consent of the Representatives based solely on a certificate of an officer of the Company as to factual matters and a review of the Material Agreements, neither the Company nor the Operating Partnership nor any Material Subsidiary is a party to any agreement that would require the inclusion in the Registration Statement of shares or other securities owned by any person or entity other than the Company; and (xiii) With the consent of the Representatives based solely on a written advice from the New York Stock Exchange, the Securities to be issued by the Company and sold pursuant to this Agreement have been approved by listing, subject to official notice of issuance, on the New York Stock Exchange. In rendering such opinion, such counsel may (A) assume the accuracy, as to matters involving the application of laws of any jurisdiction other than the State of California or the Federal laws of the United States, of the opinion of other counsel of good standing who are customary satisfactory to counsel for the type Underwriters and (B) as to matters of transaction contemplated by fact, to the extent they deem proper, may rely on certificates of responsible officers of the Company and public officials. References to the Prospectus in this Agreementparagraph (b) shall also include any supplements thereto at the Closing Date. In addition, such counsel shall separately state that: No facts came to the attention of such counsel that caused them to believe that the Registration Statement, at the time it became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus, as of its date, or as of the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; it being understood that such counsel need express no belief with respect to the financial statements, schedules, or other financial data included in, or omitted from, the Registration Statement or the Prospectus. (ec) The Representative Company shall have received an opinion or opinions of ▇▇▇▇▇▇▇ ▇requested and caused ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, special tax counsel for the Company, to have furnished to the BankRepresentatives their opinion, dated the Closing Date and satisfactory in form and substance addressed to the RepresentativeRepresentatives, with respect to certain matters relating to the transfers effect that: (i) the statements included in the Prospectus under the headings “Federal Income Tax Considerations,” “Description of Preferred Stock – % Series B Cumulative Redeemable Preferred Stock — Restrictions on Ownership and Transfer” and “Description of Securities – Restrictions on Ownership and Transfer” insofar as such statements purport to summarize certain provisions of the Receivables from agreements, statutes and regulations referred to therein, are accurate summaries in all material respects; and (ii) commencing with its taxable year ended December 31, 2004, the Bank Company has been organized in conformity with the requirements for qualification as a real estate investment trust (a “REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”), and its proposed method of operation will enable it to meet the requirements for qualification and taxation as a REIT under the Code. In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of California or the Federal laws of the United States, to the Trust extent they deem proper and with respect specified in such opinion, upon the opinion of other counsel of good standing whom they believe to a grant be reliable and who are satisfactory to counsel for the Underwriters and (B) as to matters of a security interest in the Receivables fact, to the Indenture Trusteeextent they deem proper, on certificates of responsible officers of the Company and an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel public officials. References to the Trust, with respect to Prospectus in this paragraph (c) shall also include any supplements thereto at the perfection of the Trust's and the Indenture Trustee's interests in the ReceivablesClosing Date. (fd) The Representative Company shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇requested and caused ▇▇▇▇▇▇▇ LLP, Maryland counsel for the Company, to have furnished to the Underwriters, such opinion or opinions, dated the Closing Date (g) The Representative shall have received an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special tax counsel to the BankRepresentatives their opinion, dated the Closing Date and reasonably satisfactory in form and addressed to the Representatives, to the effect that: (ai) that the Company is a corporation duly incorporated and existing under current law and by virtue of the Notes will be characterized laws of the State of Maryland and is in good standing with the State Department of Assessments and Taxation of Maryland, with full corporate power to own or lease, as debtthe case may be, and to operate its properties and conduct its business as described in the Trust will not be characterized Prospectus under the caption “Business and Properties”; (ii) the Operating Partnership is a limited partnership duly formed and existing under and by virtue of the laws of the State of Maryland and is in good standing with the State Department of Assessments and Taxation of Maryland, with full limited partnership power to own or lease, as an association (or a publicly traded partnership) taxable the case may be, and to operate its properties and to conduct its business as a corporation for United States federal income tax purposes described in the Prospectus under the caption “Business and (b) that, subject to Properties”. The Company is the qualifications set forth therein, sole general partner of the discussion Operating Partnership and the aggregate percentage interests of the Company and the limited partners in the Operating Partnership are as set forth in the Prospectus Supplement under the caption "Certain Federal Income Tax Consequences" “Structure of Our Company”; (iii) the Company’s authorized equity capitalization is an accurate summary as set forth in the Prospectus under the caption “Capitalization”; the stock of the United States federal income tax matters described therein. (h) The Representative shall have received an opinion of ▇▇▇▇▇▇ & Whitney LLP, counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the transactions contemplated by this Agreement. In rendering such opinions, counsel to the Indenture Trustee may rely on the opinion of the office of the general counsel to the Indenture Trustee. (i) The Representative shall have received an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Owner Trustee, and such other counsel reasonably satisfactory to the Representative and its counsel, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (j) The Class A-1 Notes shall have been rated "A-1+" by Standard & Poor's, P-1 by ▇▇▇▇▇'▇ and "F-1+" by Fitch. The Class A-2 Notes, Class A-3 Notes and Class A-4 Notes shall have been rated "AAA" by Standard & Poor's, Aaa by ▇▇▇▇▇'▇ and "AAA" by Fitch. The Certificates shall have been rated "A+" by Standard & Poor's, A2 by ▇▇▇▇▇'▇ and "A+" and by Fitch. (k) The Representative shall have received a certificate, dated the Closing Date, of an attorney-in-fact, a Vice President or more senior officer of the Bank in which such person, to the best of his or her knowledge after reasonable investigation, shall state that (i) the representations and warranties of the Bank in this Agreement are true and correct Company conforms in all material respects on to the description thereof contained in the Prospectus under the captions “Description of Securities” and as “Description of Preferred Stock”; the issued and outstanding shares of Common Stock and Series A Preferred Stock have been duly authorized and such shares are validly issued, fully paid and nonassessable; the terms of the Closing Date, (ii) the Bank has complied with Series B Preferred Stock conform in all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior material respects to the Closing Date, (iii) description thereof contained in the representations and warranties Prospectus under the caption “Description of Preferred Stock — % Series B Cumulative Redeemable Preferred Stock”; the issuance of the Bank, as Seller and Servicer, in the Sale and Servicing Agreement Securities has been duly authorized and, as Depositor, in when issued and delivered to and paid for by the Trust Underwriters pursuant to this Agreement, are true the Securities will be validly issued, fully paid and correct as nonassessable; the certificates for the Securities comply in all material respects with the Maryland General Corporation Law; the holders of outstanding shares of stock of the dates specified in Company are not entitled to preemptive or other rights to subscribe for the Sale and Servicing Agreement and Securities arising under the Trust Agreement, (iv) no stop order suspending Maryland General Corporation Law or the effectiveness charter or bylaws of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are threatened Company; based solely on a certificate executed by the Commission, (v) subsequent to the date an officer of the ProspectusCompany and upon any facts otherwise known to such counsel, there has been no material adverse change in the financial position or results of operation of the Bank's automotive finance business and except as set forth in the Prospectus (including, without limitation, under the caption “Description of the Partnership Agreement of Digital Realty Trust, L.P. — Redemption/Exchange Rights”), no options, warrants or contemplated other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for shares of stock of or ownership interests in the Company (including, without limitation, shares of Series B Preferred Stock or other capital stock of the Company) are outstanding; (iv) the issued and outstanding Units have been duly authorized and such Units are validly issued, fully paid and nonassessable; the issuance of the Preferred B Units has been duly authorized and, when issued and delivered by the Operating Partnership, the Preferred B Units will be validly issued, fully paid and nonassessable. The holders of outstanding Units are not entitled to preemptive or other rights to subscribe for Preferred B Units arising under the Maryland Revised Uniform Limited Partnership Act or the Operating Partnership Agreement; based solely on a certificate executed by an officer of the Company and upon any facts otherwise known to such counsel, and except as set forth in the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for Preferred B Units or ownership interests in the Operating Partnership are outstanding; the terms of the Preferred B Units conform in all material respects to the description thereof contained in the Prospectus or as described in such certificate and under the caption “Description of the Partnership Agreement of Digital Realty Trust, L.P.”; (viv) the statements included in the Prospectus does not under the headings “Risk Factors—Risks Related to Our Organizational Structure—Conflicts of interest may exist or could arise in the future with holders of units in our operating partnership,” “Risk Factors—Risks Related to Our Organizational Structure—Our charter and Maryland law contain any untrue statement provisions that may delay, defer or prevent a change of a material fact or omit control transaction,” “Risk Factors—Risks Related to state a material fact required Our Organizational Structure—Our rights and the rights of our stockholders to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. (l) On the Closing Date, $30,620,164.79 aggregate amount of Certificates shall have been issued take action against our directors and sold pursuant to the Certificate Underwriting Agreement. The Bank will furnish the Representative, or cause the Representative to be furnished, officers are limited,” “Policies with such number of conformed copies of such opinions, certificates, letters and documents as the Representative reasonably requests.Respect to

Conditions to the Obligations of the Underwriters. The obligation obligations of the several Underwriters to purchase the Underwritten Securities and pay for the Notes will Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Bank Company contained herein on the date hereof and as of the Execution Time, the Closing DateDate and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of officers of the Bank Company made in any certificates pursuant to the provisions hereof, to the performance by the Bank Company of its obligations hereunder and to the following additional conditions precedentconditions: (a) On If the Registration Statement has not become effective prior to the Execution Time, unless the Representatives agree in writing to a later time, the Registration Statement will become effective not later than (i) 6:00 PM New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 PM New York City time on such date or (ii) 9:30 AM on the date hereofBusiness Day following the day on which the public offering price was determined, if such determination occurred after 3:00 PM New York City time on such date; if filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Representative shall have received a letter (a "Procedures Letter")Prospectus, dated the date of this Agreement of each of Price Waterhouse LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP verifying the accuracy of any such financial and statistical data contained in the Prospectus as the Representative shall deem reasonably advisable. In additionsupplement, if any amendment or supplement to the Prospectus made after the date hereof contains financial or statistical data, the Representative shall have received a letter dated the Closing Date confirming each Procedures Letter and providing additional comfort on such new data. (b) The Prospectus Supplement shall have been will be filed in the manner and within the time period required by Rule 424(b) of the Rules and Regulations); and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Bank, Chase or The Chase Manhattan Corporation which, in the reasonable judgment of the Representative, materially impairs the investment quality of the Notes or makes it impractical to market the Notes; (ii) any suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Bank, Chase or The Chase Manhattan Corporation on any exchange or in the over-the-counter market by such exchange or over-the-counter market or by the Commission; (iii) any banking moratorium declared by federal or New York authorities; or (iv) any outbreak or material escalation of major hostilities or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representative, the effect of any such outbreak, escalation, calamity or emergency on the United States financial markets makes it impracticable or inadvisable to proceed with completion of the sale of and any payment for the Notes. (db) The Representative Company shall have received opinionsrequested and caused Winthrop, dated the Closing Date and reasonably satisfactoryStimson, when taken together, in form and substance to the Representative, of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇and ▇▇▇▇▇▇▇, special counsel for the Company, to have furnished to the Representatives their opinion, dated the Closing Date and addressed to the Representatives, to the effect that: (i) the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is chartered or organized, with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Prospectus, and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification except where the failure to be so qualified would not have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company; (ii) the Company's authorized equity capitalization is as set forth in the Prospectus; the capital stock of the Company conforms in all material respects to the description thereof contained in the Prospectus; the outstanding shares of Common Stock have been duly and validly authorized and issued and, assuming receipt by the Company of the consideration payable for the issuance thereof, are fully paid and nonassessable; the Securities being sold hereunder by the Company have been duly and validly authorized, and, when issued and delivered to and paid for by the Underwriters pursuant to this Agreement, will be fully paid and nonassessable; the Securities being sold hereunder by the Company are duly listed, and admitted and authorized for trading, subject to official notice of issuance and evidence of satisfactory distribution, on the Nasdaq National Market; the certificates for the Securities are in valid and sufficient form; the holders of outstanding shares of capital stock of the Company are not entitled to statutory preemptive or, to the knowledge of such counsel, other rights to subscribe for the Securities; (iii) to the knowledge of such counsel, there is no pending or threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or its property of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Prospectus, and, to the knowledge of such counsel, there is no franchise, contract or other document of a character required to be described in the Registration Statement or Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; (iv) the Registration Statement has become effective under the Act; any required filing of the Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued, no proceedings for that purpose have been instituted or threatened and the Registration Statement and the Prospectus (other than the financial statements and other statistical and financial information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the rules thereunder; and such counsel has no reason to believe that on the Effective Date or at the Execution Time the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus as of its date and on the Closing Date included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other statistical and financial information contained therein, as to which such counsel need express no opinion); (v) this Agreement has been duly authorized, executed and delivered by the Company; (vi) the Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Prospectus, will not be, an "investment company" as defined in the Investment Company Act of 1940; (vii) no consent, approval, authorization, filing with or order of any New York, Delaware or federal court or governmental agency or body is required in connection with the transactions contemplated herein, except such as have been obtained under the Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated in this Agreement and in the Prospectus and such other approvals (specified in such opinion) as have been obtained; (viii) neither the issue and sale of the Securities, nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof will conflict with, result in a breach or violation of or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, (i) the charter or by-laws of the Company, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument known to such counsel to which the BankCompany is a party or bound or to which its property is subject, ▇▇▇(iii) any statute, law, rule or regulation applicable to the Company, or (iv) any judgment, order or decree known to such counsel applicable to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its properties; and (ix) except as disclosed in the Registration Statement and to the knowledge of such counsel, no holders of securities of the Company have rights to the registration of such securities under the Registration Statement. In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of Delaware or the Federal laws of the United States, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriters and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Prospectus in this paragraph (b) include any supplements thereto at the Closing Date. (c) The Representatives shall have received from Cravath, Swaine & ▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, and such other counsel otherwise reasonably acceptable to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (e) The Representative shall have received an opinion or opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the Bank, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to certain matters relating to the transfers of the Receivables from the Bank to the Trust and with respect to a grant of a security interest in the Receivables to the Indenture Trustee, and an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, with respect to the perfection of the Trust's and the Indenture Trustee's interests in the Receivables. (f) The Representative shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Underwriters, such opinion or opinions, dated the Closing Date (g) The Representative shall have received an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special tax counsel Date and addressed to the Bank, dated the Closing Date and reasonably satisfactory in form and to the effect (a) that under current law the Notes will be characterized as debt, and the Trust will not be characterized as an association (or a publicly traded partnership) taxable as a corporation for United States federal income tax purposes and (b) that, subject to the qualifications set forth therein, the discussion set forth in the Prospectus Supplement under the caption "Certain Federal Income Tax Consequences" is an accurate summary of the United States federal income tax matters described therein. (h) The Representative shall have received an opinion of ▇▇▇▇▇▇ & Whitney LLP, counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the RepresentativeRepresentatives, with respect to such the issuance and sale of the Securities, the Registration Statement, the Prospectus (together with any supplement thereto) and other related matters as are customary the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the transactions contemplated by this Agreement. In rendering purpose of enabling them to pass upon such opinions, counsel to the Indenture Trustee may rely on the opinion of the office of the general counsel to the Indenture Trusteematters. (id) The Representative Company shall have received an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel furnished to the Owner TrusteeRepresentatives a certificate of the Company, signed by the Chairman of the Board or the President and such other counsel reasonably satisfactory to the Representative and its counsel, dated principal financial or accounting officer of the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (j) The Class A-1 Notes shall have been rated "A-1+" by Standard & Poor's, P-1 by ▇▇▇▇▇'▇ and "F-1+" by Fitch. The Class A-2 Notes, Class A-3 Notes and Class A-4 Notes shall have been rated "AAA" by Standard & Poor's, Aaa by ▇▇▇▇▇'▇ and "AAA" by Fitch. The Certificates shall have been rated "A+" by Standard & Poor's, A2 by ▇▇▇▇▇'▇ and "A+" and by Fitch. (k) The Representative shall have received a certificateCompany, dated the Closing Date, of an attorney-in-fact, a Vice President or more senior officer of the Bank in which such person, to the best effect that the signers of his or her knowledge after reasonable investigationsuch certificate have carefully examined the Registration Statement, shall state that the Prospectus, any supplements to the Prospectus and this Agreement and that: (i) the representations and warranties of the Bank Company in this Agreement are true and correct in all material respects on and as of the Closing Date, (ii) Date with the Bank same effect as if made on the Closing Date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, ; (iii) the representations and warranties of the Bank, as Seller and Servicer, in the Sale and Servicing Agreement and, as Depositor, in the Trust Agreement, are true and correct as of the dates specified in the Sale and Servicing Agreement and the Trust Agreement, (ivii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are threatened by or, to the CommissionCompany's knowledge, threatened; and (viii) subsequent to since the date of the Prospectusmost recent financial statements included in the Prospectus (exclusive of any supplement thereto), there has been no material adverse change effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company, whether or not arising from transactions in the financial position or results ordinary course of operation of the Bank's automotive finance business business, except as set forth in or contemplated by in the Prospectus or as described in such certificate and (vi) the Prospectus does not contain exclusive of any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleadingsupplement thereto). (le) On The Company shall have requested and caused KPMG LLP to have furnished to the Representatives letters, at the Execution Time and at the Closing Date, $30,620,164.79 aggregate dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representatives, confirming that they are independent accountants within the meaning of the Act and the applicable rules and regulations adopted by the Commission thereunder and that they have performed a review of the unaudited interim financial information of the Company for the three-month period ended March 31, 1999 and as at March 31, 1999, in accordance with Statement on Auditing Standards No. 71, and stating in effect that: (i) in their opinion the audited financial statements and financial statement schedules included in the Registration Statement and the Prospectus and reported on by them comply as to form in all material respects with the applicable accounting requirements of the Act and the related rules and regulations adopted by the Commission; (ii) on the basis of a reading of the latest unaudited financial statements made available by the Company; their limited review, in accordance with standards established under Statement on Auditing Standards No. 71, of the unaudited interim financial information for the three-month period ended March 31, 1999, and as at March 31, 1999, as indicated in their report dated , 1999; carrying out certain specified procedures (but not an examination in accordance with generally accepted auditing standards) which would not necessarily reveal matters of significance with respect to the comments set forth in such letter; a reading of the minutes of the meetings of the stockholders, directors and audit and compensation committees of the Company; and inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company as to transactions and events subsequent to December 31, 1998, nothing came to their attention which caused them to believe that: (1) any unaudited financial statements included in the Registration Statement and the Prospectus do not comply as to form in all material respects with applicable accounting requirements of the Act and with the related rules and regulations adopted by the Commission with respect to registration statements on Form S-1; and said unaudited financial statements are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included in the Registration Statement and the Prospectus; (2) with respect to the period subsequent to March 31, 1999, there were any changes, at a specified date not more than five days prior to the date of the letter, in the long-term debt of the Company or capital stock of the Company or decreases in the stockholders' equity of the Company as compared with the amounts shown on the March 31, 1999 balance sheet included in the Registration Statement and the Prospectus, or for the period from April 1, 1999 to such specified date there were, as compared with the corresponding period in the preceding quarter, any decrease in revenues or any increase in the total or per share amount of Certificates net loss of the Company, except in all instances for changes, decreases or increases set forth in such letter, in which case the letter shall have been issued and sold pursuant be accompanied by an explanation by the Company as to the Certificate Underwriting Agreement. The Bank will furnish significance thereof unless said explanation is not deemed necessary by the RepresentativeRepresentatives; (3) the information included in the Registration Statement and Prospectus in response to Regulation S-K, Item 301 (Selected Financial Data), Item 302 (Supplementary Financial Information) and Item 402 (Executive Compensation) is not in conformity with the applicable disclosure requirements of Regulation S-K; (iii) they have performed certain other specified procedures as a result of which they determined that certain information of an accounting, financial or cause statistical nature (which is limited to accounting, financial or statistical information derived from the Representative to be furnishedgeneral accounting records of the Company) set forth in the Registration Statement and the Prospectus, including the information set forth under the captions "Management's Discussion and Analysis and Financial Condition and Results of Operations", "Selected Financial Data", "Prospectus Summary--Summary Financial Data", "Capitalization", "Dilution", "Business" and "Risk Factors" in the Prospectus, agrees with such number the accounting records of conformed copies the Company, excluding any questions of such opinions, certificates, letters and documents as the Representative reasonably requests.legal interpretation; and

Conditions to the Obligations of the Underwriters. The obligation obligations of the several Underwriters to purchase and pay for the Notes Certificates will be subject to the accuracy of the representations and warranties on the part of the Bank herein on the date hereof and as of the Closing DateSeller herein, to the accuracy of the statements of officers of the Bank Seller made pursuant to the provisions hereof, to the performance by the Bank Seller of its obligations hereunder and to the following additional conditions precedent: (a) On If the Registration Statement has not become effective prior to the Execution Time, unless the Underwriters agree in writing to a later time, the Registration Statement shall have become effective not later than (i) 6:00 P.M. New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 P.M. New York City time on such date or (ii) 12:00 noon on the date hereof, business day following the Representative shall have received a letter (a "Procedures Letter"), dated day on which the date of this Agreement of each of Price Waterhouse LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP verifying the accuracy of such financial and statistical data contained in the Prospectus as the Representative shall deem reasonably advisable. In additionpublic offering price was determined, if any amendment or supplement to the Prospectus made such determination occurred after the date hereof contains financial or statistical data, the Representative shall have received a letter dated the Closing Date confirming each Procedures Letter and providing additional comfort 3:00 P.M. New York City time on such new datadate. (b) The Prospectus Supplement and any supplements thereto shall have been filed (if required) with the Commission in the manner and within the time period required by Rule 424(b) of accordance with the Rules and Regulations; Regulations and Section 5(a) hereof, and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Seller or threatenedyou, shall be contemplated by the Commission or by any authority administering any state securities or blue sky law. (c) On or prior to the Closing Date, you shall have received a letter, dated as of the Closing Date, of _________________, certified public accountants, substantially in the form of the drafts to which you have previously agreed and otherwise in form and substance satisfactory to you and your counsel. (d) Subsequent to the execution and delivery of this AgreementAgreement or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereto) and the Prospectus (exclusive of any supplement thereto), there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the BankTrust, Chase the Seller, the Company or The Chase Manhattan Chrysler Corporation which, in the reasonable judgment of the RepresentativeUnderwriters, materially impairs the investment quality of the Notes Certificates or makes it impractical or inadvisable to market the NotesCertificates; (ii) any suspension or material limitation of trading in securities generally on the New York Stock Exchange, Exchange or any setting of minimum prices for trading on such exchange, or ; (iii) any suspension of trading of any securities of Chrysler Corporation or the Bank, Chase or The Chase Manhattan Corporation Seller on any exchange or in the over-the-counter market by such exchange or over-the-counter market or by the Commissionmarket; (iiiiv) any banking moratorium declared by federal or New York authorities; or (ivv) any outbreak or material escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the reasonable judgment of the RepresentativeUnderwriters, the effect of any such outbreak, escalation, declaration, calamity or emergency on the United States financial markets makes it impracticable impractical or inadvisable to proceed with completion of the sale of and any payment for the Notes. (d) The Representative shall have received opinions, dated the Closing Date and reasonably satisfactory, when taken together, in form and substance to the Representative, of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the Bank, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, and such other counsel otherwise reasonably acceptable to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this AgreementCertificates. (e) The Representative shall have received an opinion or opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the Bank, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to certain matters relating to the transfers of the Receivables from the Bank to the Trust and with respect to a grant of a security interest in the Receivables to the Indenture Trustee, and an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, with respect to the perfection of the Trust's and the Indenture Trustee's interests in the Receivables. (f) The Representative shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Underwriters, such opinion or opinions, dated the Closing Date (g) The Representative You shall have received an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇_______________, special tax counsel to the Bank, dated the Closing Date Vice President and reasonably satisfactory in form and to the effect (a) that under current law the Notes will be characterized as debt, General Counsel of CFC and the Trust will not be characterized as an association (or a publicly traded partnership) taxable as a corporation for United States federal income tax purposes Company, addressed to you and (b) that, subject to the qualifications set forth therein, the discussion set forth in the Prospectus Supplement under the caption "Certain Federal Income Tax Consequences" is an accurate summary of the United States federal income tax matters described therein. (h) The Representative shall have received an opinion of ▇▇▇▇▇▇ & Whitney LLP, counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to you and your counsel, to the Representativeeffect that: (i) CFC has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Michigan with full power and authority (corporate and other) to own its properties and conduct its business as presently conducted by it, with respect and to such matters as are customary for the transactions contemplated by enter into and perform its obligations under this Agreement. In rendering such opinions, counsel the Note Underwriting Agreement, the Sale and Servicing Agreement, the Purchase Agreement, the Trust Agreement and the Administration Agreement, and had at all times, and now has, the power, authority and legal right to acquire, own, sell and service the Indenture Trustee may rely on Standard Receivables and the opinion Fixed Value Receivables. (ii) The Company has been duly organized and is validly existing as a limited liability company in good standing under the laws of the office State of Michigan with full power and authority (corporate and other) to own its properties and conduct its business as presently conducted by it, and to enter into and perform its obligations under the general counsel Trust Agreement and the Purchase Agreement, and had at all times, and now has, the power, authority and legal right to acquire, own, sell and hold the excess cash flow from the Reserve Account and the Fixed Value Payments. (iii) Each of CFC and the Company is duly qualified to do business and is in good standing, and has obtained all necessary licenses and approvals, in each jurisdiction in which failure to qualify or to obtain such licenses or approvals would render any Standard Receivable or Fixed Value Receivable unenforceable by the Seller, the Owner Trustee or the Indenture Trustee. (iiv) The Representative shall have received an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel direction by the Seller to the Owner TrusteeTrustee to authenticate the Certificates has been duly authorized by the Seller and, when the Certificates have been duly executed, authenticated and such other counsel reasonably satisfactory delivered by the Owner Trustee in accordance with the Trust Agreement and delivered and paid for pursuant to this Agreement, the Certificates will be duly issued and entitled to the Representative benefits and its counselsecurity afforded by the Trust Agreement, dated the Closing Date and satisfactory in form and substance subject as to the Representativeenforcement of remedies (x) to applicable bankruptcy, with respect insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and (y) to general principles of equity (regardless of whether the enforcement of such matters as are customary for the type of transaction contemplated by this Agreementremedies is considered in a proceeding in equity or at law). (jv) The Class A-1 direction by the Seller to the Indenture Trustee to authenticate the Notes shall has been duly authorized by the Seller, and when the Notes have been rated "A-1+" duly executed and delivered by Standard & Poor'sthe Owner Trustee and authenticated by the Indenture Trustee in accordance with the Indenture and delivered and paid for pursuant to the Note Underwriting Agreement, P-1 the Notes will be duly issued and entitled to the benefits and security afforded by ▇▇▇▇▇'▇ the Indenture, subject as to the enforcement of remedies (x) to applicable bankruptcy, insolvency, reorganization, moratorium and "F-1+" by Fitch. The Class A-2 Notes, Class A-3 Notes other similar laws affecting creditors' rights generally and Class A-4 Notes shall have been rated "AAA" by Standard & Poor's, Aaa by ▇▇▇▇▇'▇ and "AAA" by Fitch. The Certificates shall have been rated "A+" by Standard & Poor's, A2 by ▇▇▇▇▇'▇ and "A+" and by Fitch(y) to general principles of equity (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law). (kvi) The Representative shall Purchase Agreement, the Trust Agreement, the Sale and Servicing Agreement, and the Administration Agreement have received a certificatebeen duly authorized, dated executed and delivered by CFC and are legal, valid and binding obligations of CFC enforceable against the Closing DateCFC in accordance with their terms, except (x) the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and (y) the remedy of an attorney-in-fact, a Vice President or more senior officer specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the Bank court before which any proceeding therefor may be brought. (vii) This Agreement and the Note Underwriting Agreement have been duly authorized, executed and delivered by the Seller. (viii) The Purchase Agreement and the Trust Agreement have been duly authorized, executed and delivered by the Company and are the legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except (x) the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and (y) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (ix) Neither the transfer of the Standard Receivables and the Fixed Value Receivables from the Seller to the Trust, nor the assignment of the Owner Trust Estate to the Trust, nor the grant of the security interest in the Collateral to the Indenture Trustee pursuant to the Indenture, nor the execution and delivery of the Note Underwriting Agreement, this Agreement, the Purchase Agreement, the Trust Agreement, the Sale and Servicing Agreement or the Administration Agreement by CFC, nor the execution and delivery of the Trust Agreement and the Purchase Agreement by the Company, nor the consummation of any transactions contemplated in the Note Underwriting Agreement, this Agreement, the Purchase Agreement, the Trust Agreement, the Indenture, the Administration Agreement or the Sale and Servicing Agreement (such personagreements, excluding the Note Underwriting Agreement and this Agreement, being, collectively, the "Basic Documents"), nor the fulfillment of the terms thereof by CFC, the Company or the Trust, as the case may be, will conflict with, or result in a breach, violation or acceleration of, or constitute a default under, any term or provision of the articles of incorporation or bylaws of the Seller or the Company, or of any indenture or other agreement or instrument to which the Seller or the Company is a party or by which either of them is bound, or result in a violation of or contravene the terms of any statute, order or regulation applicable to the Seller or the Company of any court, regulatory body, administrative agency or governmental body having jurisdiction over either of them. (x) There are no actions, proceedings or investigations pending or, to the best of his or her such counsel's knowledge after reasonable investigationdue inquiry, shall state threatened before any court, administrative agency or other tribunal (1) asserting the invalidity of the Trust or any of the Basic Documents, (2) seeking to prevent the consummation of any of the transactions contemplated by any of the Basic Documents or the execution and delivery thereof, (3) that might materially and adversely affect the performance by CFC of its obligations under, or the validity or enforceability of, the Note Underwriting Agreement, this Agreement, the Purchase Agreement, the Trust Agreement, the Sale and Servicing Agreement, or the Administration Agreement, or, (i4) that might materially and adversely affect the performance by the Company of its obligations under, or the validity or enforceability of, the Purchase Agreement or the Trust Agreement. (xi) To the best knowledge of such counsel and except as set forth in the Prospectus (and any supplement thereto), no default exists and no event has occurred which, with notice, lapse of time or both, would constitute a default in the due performance and observance of any term, covenant or condition of any agreement to which the Seller or the Company is a party or by which either of them is bound, which default is or would have a material adverse effect on the financial condition, earnings, prospects, business or properties of the Seller and its subsidiaries, taken as a whole. (xii) Nothing has come to such counsel's attention that would lead such counsel to believe that the representations and warranties of (x) the Bank Company contained in the Purchase Agreement and the Trust Agreement are other than as stated therein or (y) CFC contained in this Agreement, the Note Underwriting Agreement, the Trust Agreement are true and correct in all material respects on and as of the Closing Date, (ii) the Bank has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, (iii) the representations and warranties of the Bank, as Seller and Servicer, in the Sale and Servicing Agreement andare other than as stated therein. (xiii) The Seller is the sole owner of all right, title and interest in, and has good and marketable title to, the Standard Receivables and Fixed Value Receivables and the other property to be transferred by it to the Trust. The assignment of the Standard Receivables and Fixed Value Receivables, all documents and instruments relating thereto and all proceeds thereof to the Trust, pursuant to the Sale and Servicing Agreement, vests in the Trust all interests that are purported to (xiv) Immediately prior to the transfer of the Standard Receivables and Fixed Value Receivables to the Trust, the Seller's interest in the Standard Receivables and Fixed Value Receivables, the security interests in the Financed Vehicles securing the Standard Receivables and Fixed Value Receivables and the proceeds of each of the foregoing was perfected and constituted a perfected first priority interest therein. (xv) The Indenture constitutes a grant by the Trust to the Indenture Trustee of a valid security interest in the Standard Receivables and Fixed Value Receivables, the security interests in the Financed Vehicles securing the Standard Receivables and Fixed Value Receivables and the proceeds of each of the foregoing, which security interest will be perfected upon the filing of the UCC-1 financing statements with the Secretary of State of the State of Michigan and the State of Delaware and will constitute a first priority perfected security interest therein. No filing or other action, other than the filing of the UCC-1 financing statements with the Secretary of State of the State of Michigan and the State of Delaware referred to above, is necessary to perfect and maintain the interest or the security interest of the Indenture Trustee in the Standard Receivables and Fixed Value Receivables, the security interests in the Financed Vehicles securing the Receivables and the proceeds of each of the foregoing against third parties. (xvi) The Standard Receivables and Fixed Value Receivables are chattel paper as Depositordefined in the UCC. (xvii) The Sale and Servicing Agreement, in the Trust Agreement, are true the Indenture, the Purchase Agreement and correct as the Administration Agreement conform in all material respects with the descriptions thereof contained in the Prospectus (and any supplement thereto). (xviii) The statements in the Prospectus under the heading "Certain Legal Aspects of the dates specified Receivables", to the extent they constitute matters of law or legal conclusions with respect thereto, have been reviewed by such counsel and are correct in all material respects. (xix) The statements contained in the Prospectus and any supplement thereto under the headings "Payments on the Securities", "Securities Offered" and "Principal Documents", insofar as such statements constitute a summary of the Certificates, the Notes, the Indenture, the Administration Agreement, the Purchase Agreement, the Sale and Servicing Agreement and the Trust Agreement, (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are threatened by the Commission, (v) subsequent to the date of the Prospectus, there has been no material adverse change in the financial position or results of operation of the Bank's automotive finance business except as set forth in or contemplated by the Prospectus or as described in such certificate and (vi) the Prospectus does not contain any untrue statement of constitute a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. (l) On the Closing Date, $30,620,164.79 aggregate amount of Certificates shall have been issued and sold pursuant to the Certificate Underwriting Agreement. The Bank will furnish the Representative, or cause the Representative to be furnished, with such number of conformed copies fair summary of such opinions, certificates, letters and documents as the Representative reasonably requestsdocuments.

Conditions to the Obligations of the Underwriters. The obligation obligations of the several Underwriters to purchase and pay for the Notes will Underwriters' Securities shall be subject to the accuracy of the representations and warranties on the part of the Bank Company contained herein on the date hereof and as of the Execution Time and the Closing Date, to the accuracy of the statements of officers of the Bank Company made in any certificates pursuant to the provisions hereof, to the performance by the Bank Company of its obligations hereunder and to the following additional conditions precedentconditions: (a) On If the Registration Statement has not become effective prior to the Execution Time, unless the Representatives agree in writing to a later time, the Registration Statement will become effective not later than (i) 6:00 PM New York City time, on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 PM New York City time on such date or (ii) 9:30 AM on the date hereofBusiness Day following the day on which the public offering price was determined, if such determination occurred after 3:00 PM New York City time on such date; if filing of the Final Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Representative shall have received a letter (a "Procedures Letter")Final Prospectus, dated the date of this Agreement of each of Price Waterhouse LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP verifying the accuracy of any such financial and statistical data contained in the Prospectus as the Representative shall deem reasonably advisable. In additionsupplement, if any amendment or supplement to the Prospectus made after the date hereof contains financial or statistical data, the Representative shall have received a letter dated the Closing Date confirming each Procedures Letter and providing additional comfort on such new data. (b) The Prospectus Supplement shall have been will be filed in the manner and within the time period required by Rule 424(b) of the Rules and Regulations); and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (cb) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Bank, Chase or The Chase Manhattan Corporation which, in the reasonable judgment of the Representative, materially impairs the investment quality of the Notes or makes it impractical to market the Notes; (ii) any suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Bank, Chase or The Chase Manhattan Corporation on any exchange or in the over-the-counter market by such exchange or over-the-counter market or by the Commission; (iii) any banking moratorium declared by federal or New York authorities; or (iv) any outbreak or material escalation of major hostilities or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representative, the effect of any such outbreak, escalation, calamity or emergency on the United States financial markets makes it impracticable or inadvisable to proceed with completion of the sale of and any payment for the Notes. (d) The Representative shall have received opinions, dated the Closing Date and reasonably satisfactory, when taken together, in form and substance to the Representative, of Ball▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the Bank, ▇▇▇nge▇▇▇▇▇, ▇▇▇▇▇▇ & Fingerunsel for the Company, special counsel shall have furnished to the Trust, and such other counsel otherwise reasonably acceptable to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (e) The Representative shall have received an opinion or opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the BankRepresentatives their opinion, dated the Closing Date and satisfactory in form and substance addressed to the RepresentativeRepresentatives to the effect that: (i) chartered or organized, with respect full corporate power and authority to certain matters own or lease, as the case may be, and to operate its properties and conduct its business as described in the Final Prospectus, and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification and the Company is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended; (ii) all the outstanding shares of capital stock of the Subsidiary have been duly and validly authorized and issued and are nonassessable, and, except as otherwise set forth in the Final Prospectus, all outstanding shares of capital stock of the Subsidiary are owned by the Company either directly or through wholly owned subsidiaries free and clear of any perfected security interest and, to the knowledge of such counsel, after due inquiry, any other security interest, claim, lien or encumbrance; (iii) the Company's authorized equity capitalization is as set forth in the Final Prospectus; the Securities conform in all material respects to the description thereof contained in the Final Prospectus; (iv) the Indenture has been duly authorized, executed and delivered, has been duly qualified under the Trust Indenture Act, and constitutes a legal, valid and binding instrument enforceable against the Company in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally from time to time in effect); and the Securities have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to this Agreement, will constitute legal, valid and binding obligations of the Company entitled to the benefits of the Indenture; (v) to the knowledge of such counsel, there is no pending or threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property, of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Final Prospectus, and there is no franchise, contract or other document of a character required to be described in the Registration Statement or Final Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; and the statements included or incorporated by reference in the Final Prospectus describing any legal proceedings or material contracts or 8 8 agreements relating to the transfers Company and the statements in the Final Prospectus under the headings listed on Schedule I hereto fairly summarize the matters therein described; (vi) the Registration Statement has become effective under the Act; any required filing of the Receivables from Basic Prospectus, any Preliminary Final Prospectus and the Bank Final Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued, no proceedings for that purpose have been instituted or threatened, and the Registration Statement and the Final Prospectus (other than the financial statements and other financial or statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act, the Exchange Act and the Trust Indenture Act and with respect the respective rules thereunder; and such counsel has no reason to a grant believe that on the Effective Date or at the Execution Time the Registration Statement contained any untrue statement of a security interest material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Final Prospectus as of its date and on the Closing Date included or includes any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the Receivables light of the circumstances under which they were made, not misleading; (vii) this Agreement has been duly authorized, executed and delivered by the Company; (viii) the Company is not and, after giving effect to the Indenture Trusteeoffering and sale of the Securities and the application of the proceeds thereof as described in the Final Prospectus, will not be an "investment company" as defined in the Investment Company Act of 1940, as amended; (x) neither the execution and an delivery of the Indenture, the issue and sale of the Securities, nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof will conflict with, result in a breach or violation of or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to, (i) the charter or by-laws of the Company or its subsidiaries, (ii) the terms of the material agreements of the Company or the Subsidiary known to such counsel, or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Company or its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or the Subsidiary or any of its or their properties; and (xi) no holders of securities of the Company have rights to the registration of such securities under the Registration Statement. In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of Delaware or the Federal laws of the United States, to the extent they deem proper and specified in such opinion, upon the opinion of ▇▇▇▇▇▇▇other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriters and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Final Prospectus in this paragraph (b) include any supplements thereto at the Closing Date. (c) The Representatives shall have received from Cravath, Swaine & Moor▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, with respect to the perfection of the Trust's and the Indenture Trustee's interests in the Receivables. (f) The Representative shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to unsel for the Underwriters, such opinion or opinions, dated the Closing Date (g) The Representative shall have received an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special tax counsel Date and addressed to the Bank, dated the Closing Date and reasonably satisfactory in form and to the effect (a) that under current law the Notes will be characterized as debt, and the Trust will not be characterized as an association (or a publicly traded partnership) taxable as a corporation for United States federal income tax purposes and (b) that, subject to the qualifications set forth therein, the discussion set forth in the Prospectus Supplement under the caption "Certain Federal Income Tax Consequences" is an accurate summary of the United States federal income tax matters described therein. (h) The Representative shall have received an opinion of ▇▇▇▇▇▇ & Whitney LLP, counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the RepresentativeRepresentatives, with respect to such the issuance and sale of the Securities, the Indenture, the Registration Statement, the Final Prospectus (together with any supplement thereto) and other related matters as are customary the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the transactions contemplated by this Agreement. In rendering purpose of enabling them to pass upon such opinions, counsel to the Indenture Trustee may rely on the opinion of the office of the general counsel to the Indenture Trusteematters. (id) The Representative shall have received an opinion of ▇▇▇▇▇▇▇▇Statement, ▇▇▇▇▇▇ & Fingerthe Final Prospectus, special counsel any supplements to the Owner Trustee, Final Prospectus and such other counsel reasonably satisfactory to the Representative this Agreement and its counsel, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement.that: (j) The Class A-1 Notes shall have been rated "A-1+" by Standard & Poor's, P-1 by ▇▇▇▇▇'▇ and "F-1+" by Fitch. The Class A-2 Notes, Class A-3 Notes and Class A-4 Notes shall have been rated "AAA" by Standard & Poor's, Aaa by ▇▇▇▇▇'▇ and "AAA" by Fitch. The Certificates shall have been rated "A+" by Standard & Poor's, A2 by ▇▇▇▇▇'▇ and "A+" and by Fitch. (k) The Representative shall have received a certificate, dated the Closing Date, of an attorney-in-fact, a Vice President or more senior officer of the Bank in which such person, to the best of his or her knowledge after reasonable investigation, shall state that (i) the representations and warranties of the Bank Company in this Agreement are true and correct in all material respects on and as of the Closing Date, (ii) Date with the Bank same effect as if made on the Closing Date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, ; (iii) the representations and warranties of the Bank, as Seller and Servicer, in the Sale and Servicing Agreement and, as Depositor, in the Trust Agreement, are true and correct as of the dates specified in the Sale and Servicing Agreement and the Trust Agreement, (ivii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are threatened by or, to the CommissionCompany's knowledge, threatened; and (viii) subsequent to since the date of the Prospectusmost recent financial statements (other than capsule information), audited or unaudited, included or incorporated by reference in the Registration Statement and the Final Prospectus (exclusive of any supplement thereto), there has been no material adverse change effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the financial position or results ordinary course of operation of the Bank's automotive finance business business, except as set forth in or contemplated by in the Final Prospectus or as described in such certificate and (vi) the Prospectus does not contain exclusive of any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleadingsupplement thereto). (le) On At the Execution Time and the Closing Date, $30,620,164.79 aggregate amount of Certificates the Company shall have been issued and sold pursuant caused Ernst & Young LLP to have furnished to the Certificate Underwriting AgreementRepresentatives, at the Execution Time and at the Closing Date, letters (which may refer to letters previously delivered to one or more of the Representatives), dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representatives, confirming that they are independent accountants within the meaning of the Act and the Exchange Act and the respective applicable published rules and regulations thereunder and that they have performed a review of the unaudited interim financial information of the Company for the periods listed on Schedule I hereto in accordance with Statement on Auditing Standards No. The Bank will furnish 71, and stating in effect, except as provided in Schedule I hereto, that: (ii) on the Representativebasis of a reading of the latest unaudited financial statements made available by the Company and its subsidiaries; their limited review, in accordance with standards established under Statement on Auditing Standards No. 71, of the unaudited interim financial information for the periods listed on Schedule I hereto, as indicated in their report incorporated by reference in the Registration Statement and the Final Prospectus; carrying out certain specified procedures (but not an examination in accordance with generally accepted auditing standards) which would not necessarily reveal matters of significance with respect to the comments set forth in such letter; a reading of the minutes of the meetings of the stockholders, directors and the executive, audit and trust committees of the Company and the Subsidiaries; and inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its subsidiaries as to transactions and events subsequent to the date of the most recent audited financial statements included or incorporated by reference in the Registration Statement and Final Prospectus, nothing came to their attention which caused them to believe that: (1) any unaudited financial statements included or incorporated by reference in the Registration Statement and the Final Prospectus do not comply as to form in all material respects with applicable accounting requirements of the Act and with the published rules and regulations of the Commission with respect to financial statements included or incorporated by reference in quarterly reports on Form 10-Q under the Exchange Act; and said unaudited financial statements are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included or incorporated by reference in the Registration Statement and the Final Prospectus; (2) financial statements (other than capsule information), audited or unaudited, included or incorporated by reference in the Registration Statement and the Final Prospectus to such specified date there were any decreases, as compared with the corresponding period in the preceding year in net revenues or income before income taxes or in total or per share amounts of net income or net interest income of the Company and its subsidiaries, except in all instances for changes or decreases set forth in such letter, in which case the letter shall be accompanied by an explanation by the Company as to the significance thereof unless said explanation is not deemed necessary by the Representatives; (3) the information included or incorporated by reference in the Registration Statement and Final Prospectus in response to Regulation S-K, Item 301 (Selected Financial Data), Item 302 (Supplementary Financial Information), Item 402 (Executive Compensation) and Item 503(d) (Ratio of Earnings to Fixed Charges) is not in conformity with the applicable disclosure requirements of Regulation S-K; and (iii) they have performed certain other specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company and its subsidiaries) set forth in the Registration Statement and the Final Prospectus and in Exhibit 12 to the Registration Statement, including the information set forth under the captions in the Final Prospectus specified on Schedule I hereto, the information included or incorporated by reference in Items 1, 2, 6, 7 and 11 of the Company's Annual Report on Form 10-K, incorporated by reference in the Registration Statement and the Final Prospectus, and the information included in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" included or incorporated by reference in the Company's Quarterly Reports on Form 10-Q, incorporated by reference in the Registration Statement and the Final Prospectus and to any information appearing in a Current Report on Form 8-K incorporated by reference in the Registration Statement and the Final Prospectus, agrees with the accounting records of the Company and its subsidiaries, excluding any questions of legal interpretation. (f) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Final Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (e) of this Section 6 or (ii) any change, or cause any development involving a prospective change, in or affecting the Representative condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Final Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to be furnishedin clause (i) or (ii) above, is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with such number the offering or delivery of conformed copies the Securities as contemplated by the Registration Statement (exclusive of such opinionsany amendment thereof) and the Final Prospectus (exclusive of any supplement thereto). (g) Subsequent to the Execution Time, certificates, letters and documents there shall not have been any decrease in the rating of any of the Company's debt securities by any "nationally recognized statistical rating organization" (as the Representative reasonably requests.defined for purpos

Conditions to the Obligations of the Underwriters. The obligation obligations of the several Underwriters to purchase and pay for the Notes will Securities shall be subject to the accuracy of the representations and warranties on the part of the Bank Company contained herein on the date hereof and as of the Execution Time and the Closing Date, to the accuracy of the statements of officers of the Bank Company made in any certificates pursuant to the provisions hereof, to the performance by the Bank Company of its obligations hereunder and to the following additional conditions precedentconditions: (a) On If the Registration Statement has not become effective prior to the Execution Time, unless the Representatives agree in writing to a later time, the Registration Statement will become effective not later than (i) 6:00 PM New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 PM New York City time on such date or (ii) 9:30 AM on the date hereofBusiness Day following the day on which the public offering price was determined, if such determination occurred after 3:00 PM New York City time on such date; if filing of the Final Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Representative shall have received a letter (a "Procedures Letter")Final Prospectus, dated the date of this Agreement of each of Price Waterhouse LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP verifying the accuracy of any such financial and statistical data contained in the Prospectus as the Representative shall deem reasonably advisable. In additionsupplement, if any amendment or supplement to the Prospectus made after the date hereof contains financial or statistical data, the Representative shall have received a letter dated the Closing Date confirming each Procedures Letter and providing additional comfort on such new data. (b) The Prospectus Supplement shall have been will be filed in the manner and within the time period required by Rule 424(b) of the Rules and Regulations); and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (cb) Subsequent to the execution The Company shall have requested and delivery of this Agreementcaused Perkins Coie LLP, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Bank, Chase or The Chase Manhattan Corporation which, in the reasonable judgment of the Representative, materially impairs the investment quality of the Notes or makes it impractical to market the Notes; (ii) any suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Bank, Chase or The Chase Manhattan Corporation on any exchange or in the over-the-counter market by such exchange or over-the-counter market or by the Commission; (iii) any banking moratorium declared by federal or New York authorities; or (iv) any outbreak or material escalation of major hostilities or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representative, the effect of any such outbreak, escalation, calamity or emergency on the United States financial markets makes it impracticable or inadvisable to proceed with completion of the sale of and any payment counsel for the Notes. (d) The Representative shall Company, to have received opinionsfurnished to ▇▇▇ ▇▇▇erwriters their opinion, dated the Closing Date and reasonably satisfactoryaddressed to the Underwriters substantially in the form of Annex A hereto. In rendering their opinion as aforesaid, when taken togethercounsel may rely (A) upon an opinion or opinions, each dated the Closing Date, of other counsel retained by them or the Company as to laws of any jurisdiction other than the United States or the State of Washington, provided that (1) each such local counsel is acceptable to you, (2) such reliance is expressly authorized by each opinion so relied upon and a copy of each such opinion is delivered to you and is, in form forma and substance satisfactory to them and their counsel, and (3) counsel shall state in their opinion that they believe that they and the Underwriters are justified in relying thereon; and (B) as to matters of fact, to the Representativeextent they deem proper, on certificates of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel responsible officers of the Company and public officials. References to the Bank, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to Final Prospectus in this paragraph (b) include any supplements thereto at the Trust, and such other counsel otherwise reasonably acceptable to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this AgreementClosing Date. (ec) The Representative shall have received an opinion or opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the Bank, dated the Closing Date and satisfactory in form and substance to the Representative, with respect to certain matters relating to the transfers of the Receivables from the Bank to the Trust and with respect to a grant of a security interest in the Receivables to the Indenture Trustee, and an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Trust, with respect to the perfection of the Trust's and the Indenture Trustee's interests in the Receivables. (f) The Representative Underwriters shall have received from ▇▇▇▇▇▇, ▇▇▇▇ King & ▇▇▇▇▇▇▇▇ Spalding LLP, counsel to for the Underwriters, such opinion or opinions, dated the Closing Date (g) The Representative shall have received an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special tax counsel Date and addressed to the Bank, dated the Closing Date and reasonably satisfactory in form and to the effect (a) that under current law the Notes will be characterized as debt, and the Trust will not be characterized as an association (or a publicly traded partnership) taxable as a corporation for United States federal income tax purposes and (b) that, subject to the qualifications set forth therein, the discussion set forth in the Prospectus Supplement under the caption "Certain Federal Income Tax Consequences" is an accurate summary of the United States federal income tax matters described therein. (h) The Representative shall have received an opinion of ▇▇▇▇▇▇ & Whitney LLP, counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the RepresentativeUnderwriters, with respect to such the issuance and sale of the Securities, the Registration Statement, the Final Prospectus (together with any supplement thereto) and other related matters as are customary the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the transactions contemplated by this Agreement. In rendering purpose of enabling them to pass upon such opinions, counsel to the Indenture Trustee may rely on the opinion of the office of the general counsel to the Indenture Trusteematters. (id) The Representative Company shall have received an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel furnished to the Owner TrusteeUnderwriters a certificate of the Company, signed by the Chief Executive Officer or the President and such other counsel reasonably satisfactory to the Representative and its counsel, dated principal financial or accounting officer of the Closing Date and satisfactory in form and substance to the Representative, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (j) The Class A-1 Notes shall have been rated "A-1+" by Standard & Poor's, P-1 by ▇▇▇▇▇'▇ and "F-1+" by Fitch. The Class A-2 Notes, Class A-3 Notes and Class A-4 Notes shall have been rated "AAA" by Standard & Poor's, Aaa by ▇▇▇▇▇'▇ and "AAA" by Fitch. The Certificates shall have been rated "A+" by Standard & Poor's, A2 by ▇▇▇▇▇'▇ and "A+" and by Fitch. (k) The Representative shall have received a certificateCompany, dated the Closing Date, of an attorney-in-fact, a Vice President or more senior officer of the Bank in which such person, to the best effect that the signers of his or her knowledge after reasonable investigationsuch certificate have carefully examined the Registration Statement, shall state that the Final Prospectus, any supplements to the Final Prospectus and this Agreement and that: (i) the representations and warranties of the Bank Company in this Agreement are true and correct in all material respects on and as of the Closing Date, (ii) Date with the Bank same effect as if made on the Closing Date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, ; (iii) the representations and warranties of the Bank, as Seller and Servicer, in the Sale and Servicing Agreement and, as Depositor, in the Trust Agreement, are true and correct as of the dates specified in the Sale and Servicing Agreement and the Trust Agreement, (ivii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are threatened by or, to the CommissionCompany's knowledge, threatened; and (viii) subsequent to since the date of the Prospectusmost recent financial statements included or incorporated by reference in the Final Prospectus (exclusive of any supplement thereto), there has been no material adverse change effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the financial position or results ordinary course of operation of the Bank's automotive finance business business, except as set forth in or contemplated by in the Final Prospectus or as described in such certificate and (vi) the Prospectus does not contain exclusive of any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleadingsupplement thereto). (le) On The Company shall have requested and caused Deloitte & Touche LLP to have furnished to the Underwriters, at the Execution Time and at the Closing Date, $30,620,164.79 aggregate amount letters (which may refer to letters previously delivered to one or more of Certificates the Underwriters), dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representatives, confirming that they are independent accountants within the meaning of the Act and the Exchange Act and the respective applicable rules and regulations adopted by the Commission thereunder and stating in effect, except as provided in Schedule I hereto, that: (i) in their opinion the audited financial statements and financial statement schedules included or incorporated by reference in the Registration Statement and the Final Prospectus and reported on by them comply as to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related rules and regulations adopted by the Commission; (ii) on the basis of a reading of the latest unaudited financial statements made available by the Company and its subsidiaries; carrying out certain specified procedures (but not an examination in accordance with generally accepted auditing standards) which would not necessarily reveal matters of significance with respect to the comments set forth in such letter; a reading of the minutes of the meetings of the stockholders, directors and audit and compensation committees of the Company and the Subsidiaries; and inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its subsidiaries as to transactions and events subsequent to December 31, 2002, nothing came to their attention which caused them to believe that: (1) any unaudited financial statements included or incorporated by reference in the Registration Statement and the Final Prospectus do not comply as to form in all material respects with applicable accounting requirements of the Act and with the related rules and regulations adopted by the Commission with respect to financial statements included or incorporated by reference in quarterly reports on Form 10-Q under the Exchange Act; and said unaudited financial statements are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included or incorporated by reference in the Registration Statement and the Final Prospectus; (2) with respect to the period subsequent to December 31, 2002, there were any changes, at a specified date not more than three Business Days prior to the date of the letter, in the consolidated total debt (defined as lines of credit plus notes payable) of the Company and its subsidiaries or capital stock of the Company or decreases in consolidated assets or the shareholders' equity of the Company as compared with the amounts shown on the December 31, 2002 consolidated balance sheet included or incorporated by reference in the Registration Statement and the Final Prospectus, or for the period from January 1, 2003, to such specified date there were any decreases, as compared with the same period in the prior year, in consolidated revenue or income before income taxes or in total or per share amounts of net income of the Company and its subsidiaries, except in all instances for changes or decreases set forth in such letter, in which case the letter shall be accompanied by an explanation by the Company as to the significance thereof unless said explanation is not deemed necessary by the Representatives; (3) the information included or incorporated by reference in the Registration Statement and Final Prospectus in response to Regulation S-K, Item 301 (Selected Financial Data), Item 302 (Supplementary Financial Information), Item 402 (Executive Compensation) and Item 503(d) (Ratio of Earnings to Fixed Charges) is not in conformity with the applicable disclosure requirements of Regulation S-K; and (iii) they have performed certain other specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company and its subsidiaries) set forth in the Registration Statement and the Final Prospectus and in Exhibit 12 to the Registration Statement, including the information set forth under the captions "Capitalization" and "Selected Financial Information" in the Final Prospectus and in Items 1, 2, 6, 7 and 11 of the Company's Annual Report on Form 10-K, incorporated by reference in the Registration Statement and the Final Prospectus, agrees with the accounting records of the Company and its subsidiaries, excluding any questions of legal interpretation. References to the Final Prospectus in this paragraph (e) include any supplement thereto at the date of the letter. (f) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Final Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (e) of this Section 6 or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Final Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Final Prospectus (exclusive of any supplement thereto). (g) Prior to the Closing Date, the Company shall have been issued and sold pursuant furnished to the Certificate Underwriting Agreement. The Bank will furnish the RepresentativeRepresentatives such further information, or cause the Representative to be furnished, with such number of conformed copies of such opinions, certificates, letters certificates and documents as the Representative Representatives may reasonably requestsrequest. (h) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Company's debt securities by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representatives . Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of King & Spalding LLP, counsel for the Underwriters, at 191 Peachtree Street, Atlanta, Georgia 30303, on the Closing Date.