Common use of Introductory Clause in Contracts

Introductory. Chase Manhattan Bank USA, National Association, a national banking association (the "Bank"), proposes to form Chase Manhattan Auto Owner Trust 200_-_ (the "Trust") to sell $___________ aggregate principal amount of ____% Asset Backed Certificates (the "Certificates"), each representing a fractional undivided interest in the Trust. The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement to be dated as of _________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and ____________, as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $_____________ aggregate principal amount of Class A-1 ____% Asset Backed Notes (the "Class A-1 Notes"), $_____________ aggregate principal amount of Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $_____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"), pursuant to the Indenture to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Indenture"), between the Trust and _________________, _____________, as indenture trustee (the "Indenture Trustee"), which will be sold pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Note Underwriters"). The Notes and the Certificates are sometimes referred to collectively herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Sale and Servicing Agreement to be dated as of ____________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Certificates from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom _______________ is acting as representative (the "Representative").

Introductory. Chase Manhattan Bank USA, National AssociationWorld Omni Auto Leasing LLC, a national banking association Delaware limited liability company (the "Bank"“Depositor”), proposes to form Chase Manhattan Auto Owner Trust 200_-_ and World Omni Financial Corp., a Florida corporation (“World Omni”), hereby confirm their respective agreements with you [and each of the other underwriters named in Schedule I hereto] (collectively, the “Underwriters”) [for whom you are acting as representatives (the "Trust") “Representatives”)], that the Depositor will sell to sell the Underwriters $___________ [—] aggregate principal amount of ____[[—]%] [One Month LIBOR plus [—]%] Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), $[—] aggregate principal amount of [[—]%] [One Month LIBOR plus [—]%] Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), $[—] aggregate principal amount of [[—]%] [One Month LIBOR plus [—]%] Asset Backed Notes, Class A-3 (the “Class A-3 Notes”), $[—] aggregate principal amount of [[—]%] [One Month LIBOR plus [—]%] Asset Backed Notes, Class A-4 (the “Class A-4 Notes”) and $[—] aggregate principal amount of [[—]%] [One Month LIBOR plus [—]%] Asset Backed Notes, Class B (the “Class B Notes”) of World Omni Automobile Lease Securitization Trust 20[ ]-[ ] (the “Trust”) on the Closing Date (as defined below) pursuant to the terms and conditions herein contained. The Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, [and] Class A-4 Notes [and the Class B Notes] are collectively referred to herein as the [“Offered Notes”]. [The Offered Notes are to be issued together with $[—] aggregate principal amount of [—]% Asset Backed Certificates Notes, Class B (the "Certificates"“Class B Notes” and, together with Offered Notes, the “Notes”. The Class B Notes will initially be retained by the Depositor.] [“Notes”]. The Notes will be issued pursuant to an Indenture (as amended, restated, modified or supplemented from time to time, the “Indenture”), each representing to be dated as of the Closing Date, between the Trust and [ ], as indenture trustee (in such capacity, the “Indenture Trustee”). The Depositor will retain the asset backed certificates (the “Certificates”) issued pursuant to a fractional undivided interest trust agreement, to be dated as of the Closing Date, between the Depositor and [ ], as owner trustee (in such capacity, the “Owner Trustee”) (as amended, restated, modified or supplemented from time to time, the “Trust Agreement”). The Certificates will be subordinated to the Notes to the extent described in the TrustBasic Documents (as defined below). The Notes will be secured by the assets of the Trust which will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date Exchange Note (as hereinafter defineddefined below). On the Closing Date, such Receivables to be transferred to the Trust and serviced by the BankWorld Omni LT (“WOLT”) shall, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates will be issued pursuant to the (i) that certain [Fourth Amended and Restated Trust Agreement to be Collateral Agency Agreement, dated as of _________ __December 15, 200_ 2009,] as amended, by and among WOLT, Auto Lease Finance LLC (“ALF”), AL Holding Corp. (the “Closed-End Collateral Agent”), Bank of America, N.A. (the “Deal Agent”), U.S. Bank National Association (the “Closed-End Administrative Agent”) and the secured parties from time to time named therein (as amended and amended, restated, modified or supplemented from time to time, the "Trust “Collateral Agency Agreement"), between the Bank and ____________, as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $_____________ aggregate principal amount of Class A-1 ____% Asset Backed Notes (the "Class A-1 Notes"), $_____________ aggregate principal amount of Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $_____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes"”) and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" andii) a 20[ ]-[ ] Exchange Note Supplement to Collateral Agency Agreement, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"), pursuant to the Indenture to be dated as of __________ __the Closing Date, 200_ by and among ▇▇▇▇, ▇▇▇, the Closed-End Collateral Agent and the Closed-End Administrative Agent (as amended and amended, restated, modified or supplemented from time to time, the "Indenture"“Exchange Note Supplement”), issue a closed-end exchange note (the “Exchange Note”) to ALF evidencing WOLT’s payment obligations in respect of certain Advances acquired by ALF from the Warehouse Facility Lenders under the respective Warehouse Facilities and certain additional advances made by ALF to WOLT. Amounts due on the Exchange Note will be paid from the cash flow from a pool of new automobile and light-duty truck leases and the related leased vehicles and certain monies due or received thereunder after [ ], 20[ ] (the “Cutoff Date”). ALF will sell the Exchange Note to the Depositor pursuant to an Exchange Note Sale Agreement, to be dated as of the Closing Date, between ALF and the Depositor (as amended, restated, modified or supplemented from time to time, the “Exchange Note Sale Agreement”). The Exchange Note will be transferred by the Depositor to the Trust pursuant to an Exchange Note Transfer Agreement, to be dated as of the Closing Date, between the Depositor and the Trust (as amended, restated, modified or supplemented from time to time, the “Exchange Note Transfer Agreement”). World Omni will continue to service the Transaction Units after the issuance of the Exchange Note pursuant to an Exchange Note Servicing Supplement 20[ ]-[ ] to Closed-End Servicing Agreement, to be dated as of the Closing Date, among World Omni, WOLT and _________________the Closed-End Collateral Agent (as amended, _____________restated, as indenture trustee (modified or supplemented from time to time, the "Indenture Trustee"“Exchange Note Servicing Supplement”), which will be sold pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement"; together with this supplements that certain [Fifth Amended and Restated Servicing Agreement, the "Underwriting Agreements") dated as of December 15, 2009,] among the Bank World Omni, as closed-end servicer, WOLT, as titling trust, and the underwriters named therein Closed-End Collateral Agent (as amended, restated, modified or supplemented from time to time, including as supplemented by the "Exchange Note Underwriters"Servicing Supplement, the “Servicing Agreement”). The Notes and the Certificates are sometimes referred to collectively herein as the "Securities". Capitalized terms used and herein that are not otherwise defined herein shall have the meanings assigned ascribed thereto in (i) Appendix A to such terms the Indenture or (ii) if not defined therein, in Appendix A to the Collateral Agency Agreement. As used herein, the term “Basic Documents” refers to the Indenture, the Collateral Agency Agreement, the Closed-End Administration Agreement, the Titling Trust Agreement, the Intercreditor Agreement, the Master Exchange Agreement, the Exchange Note Supplement, the Exchange Note Sale Agreement, the Exchange Note Transfer Agreement, the Security Agreement, the Servicing Agreement, [the ISDA Master Agreement, dated as of the Closing Date between [the Swap Counterparty] and Servicing Agreement the Trust, the Schedule and Credit Support Annex thereto, dated as of the Closing Date and, the Confirmations thereto, each dated as of the Closing Date,] the Administration Agreement, to be dated as of ____________ __the Closing Date, 200_ (by and among the Trust, World Omni, as amended administrator, and supplemented from time the Indenture Trustee and the Issuer Letter of Representations, to time, be dated as of the "Sale and Servicing Agreement")Closing Date, between the Trust and The Depository Trust Company. At or prior to the Banktime when sales (including any contracts of sale) of the Notes were first made to investors by the Underwriters, which shall be deemed to be [ ] [a.m.] on [ ], 20[ ], (the “Time of Sale”), the Depositor had prepared the following information (together, as Seller a whole, the “Time of Sale Information”): (i) the preliminary prospectus supplement dated [ ], 20[ ], and Servicer. This is the base prospectus dated [ ], 20[ ] (together, along with any information referred to confirm under the agreement concerning caption “Static Pool Information” therein, the purchase “Preliminary Prospectus”), and (ii) each “free writing prospectus” (as defined pursuant to Rule 405 of the Certificates from Securities Act of 1933, as amended (the Bank “Act”)) listed on Schedule II hereto (as it may be amended with the approval in writing of the parties hereto). If, subsequent to the Time of Sale and prior to the Closing Date, it is determined by the several underwriters named parties that such information included an untrue statement of material fact or omitted to state a material fact necessary in Schedule I hereto order to make the statements therein, in the light of the circumstances under which they were made, not misleading, then the investors may terminate their old “contracts of sale” (within the "Underwriters"meaning of Rule 159 under the Act), for whom _______________ is acting as representative (the "Representative").. If,

Introductory. Chase Manhattan Bank USA, National Association, a national banking association (the "Bank"), proposes to form Chase Manhattan Auto Owner Trust 200_-_ (the "Trust") to sell $____________ aggregate principal amount of Class A-1 ____% Asset Backed Certificates Notes (the "CertificatesClass A-1 Notes"), each representing a fractional undivided interest in $____________ aggregate principal amount of Class A-2 ____% Asset Backed Notes (the Trust"Class A-2 Notes"), $____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"). The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on __________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates Notes will be issued pursuant to the Amended and Restated Trust Agreement to be dated as of _________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and ____________, as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $_____________ aggregate principal amount of Class A-1 ____% Asset Backed Notes (the "Class A-1 Notes"), $_____________ aggregate principal amount of Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $_____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"), pursuant to the Indenture to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Indenture"), between the Trust and _________________, _____________, as indenture trustee (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Trust will issue $____________ aggregate principal amount of ____% Asset Backed Certificates (the "Certificates") pursuant to the Amended and Restated Trust Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and _______________, as owner trustee (the "Owner Trustee"), each representing a fractional undivided ownership interest in the Trust, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Note Certificate Underwriting Agreement"; " and, together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Note Certificate Underwriters"). The Notes and the Certificates are sometimes referred to collectively herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Sale and Servicing Agreement to be dated as of ____________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Certificates Notes from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom [_______________ ] is acting as representative (the "Representative").

Introductory. Chase Manhattan Caterpillar Financial Funding Corporation, a Nevada corporation (the "Depositor"), proposes to cause Caterpillar Financial Asset Trust 2007-A (the "Issuing Entity") to issue $150,000,000 aggregate principal amount of Class A-1 5.67225% Asset Backed Notes (the "Class A-1 Notes"), $75,000,000 aggregate principal amount of Class A-2a 5.40% Asset Backed Notes (the "Class A-2a Notes"), $126,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the "Class A-2b Notes," and together with the Class A-2a Notes, the “Class A-2 Notes”), $134,050,000 aggregate principal amount of Class A-3a 5.34% Asset Backed Notes (the "Class A-3a Notes") and $155,000,000 aggregate principal amount of Class A-3b Floating Rate Asset Backed Notes (the "Class A-3b Notes," and together with the Class A-3a Notes, the “Class A-3 Notes," and together with the Class A-1 Notes and the Class A-2 Notes, the "Class A Notes") and to sell the Class A Notes to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued pursuant to the Indenture to be dated as of September 1, 2007 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity and U.S. Bank USA, National Association, a national banking association (the "BankIndenture Trustee"). Simultaneously with the issuance and sale of the Class A Notes as contemplated herein, proposes to form Chase Manhattan Auto Owner Trust 200_-_ (the "Trust") to sell Issuing Entity will issue $___________ 19,798,000 aggregate principal amount of ____Class B 6.18% Asset Backed Notes (the "Class B Notes" and together with the Class A Notes, the “Notes”) and Asset Backed Certificates (the "Certificates"), each such Certificate representing a fractional undivided interest in the TrustIssuing Entity. The assets of the Trust Class B Notes will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes be sold pursuant to an underwriting agreement (the "ReceivablesClass B Note Underwriting Agreement," together with this Agreement, the "Underwriting Agreements") secured by new among the Depositor, CFSC and M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated, as underwriter. Capitalized terms used automobiles and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of September 1, 2007 (as amended and supplemented from time to time, the "Financed VehiclesSale and Servicing Agreement") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to among the Trust Issuing Entity, the Depositor and serviced by the BankServicer or, as Servicerif not defined therein, in the Indenture or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement to be dated as of _________ __September 27, 200_ 2007 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and The Bank of New York (Delaware), a Delaware banking corporation, and ____________an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $_____________ aggregate principal amount of Class A-1 ____% Asset Backed Notes (the "Class A-1 Notes"), $_____________ aggregate principal amount of Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $_____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"), pursuant to the Indenture to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Indenture"), between the Trust and _________________, _____________, as indenture trustee (the "Indenture Trustee"), which will be sold pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Note Underwriters"). The Notes and the Certificates are sometimes referred to collectively herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Sale and Servicing Agreement to be dated as of ____________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Certificates from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom _______________ is acting as representative (the "Representative").

Introductory. Chase Manhattan Caterpillar Financial Funding Corporation, a Nevada corporation (the "Depositor"), proposes to cause Caterpillar Financial Asset Trust 2006-A (the "Issuing Entity") to issue $246,100,000 aggregate principal amount of Class A-1 5.45498% Asset Backed Notes (the "Class A-1 Notes"), $250,000,000 aggregate principal amount of Class A-2 5.59% Asset Backed Notes (the "Class A-2 Notes"), $302,000,000 aggregate principal amount of Class A-3 5.57% Asset Backed Notes (the "Class A-3 Notes") and $136,460,000 aggregate principal amount of Class A-4 5.62% Asset Backed Notes (the "Class A-4 Notes," together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes") and to sell the Class A Notes to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be sold to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued pursuant to the Indenture to be dated as of June 1, 2006 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity and U.S. Bank USA, National Association, a national banking association (the "BankIndenture Trustee"). Simultaneously with the issuance and sale of the Class A Notes as contemplated herein, proposes to form Chase Manhattan Auto Owner Trust 200_-_ (the "Trust") to sell Issuing Entity will issue $___________ 26,560,000 aggregate principal amount of ____Class B 5.71% Asset Backed Notes (the "Class B Notes," together with the Class A Notes, the "Notes") and $4,835,819 aggregate principal amount of Asset Backed Certificates (the "Certificates"), each such Certificate representing a fractional undivided interest in the TrustIssuing Entity. The assets of the Trust Class B Notes will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes be sold pursuant to an underwriting agreement (the "ReceivablesClass B Note Underwriting Agreement," together with this Agreement, the "Underwriting Agreements") secured by new among the Depositor, CFSC and M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated, as underwriter. Capitalized terms used automobiles and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of June 1, 2006 (as amended and supplemented from time to time, the "Financed VehiclesSale and Servicing Agreement") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to among the Trust Issuing Entity, the Depositor and serviced by the BankServicer or, as Servicerif not defined therein, in the Indenture or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement to be dated as of _________ __June 28, 200_ 2006 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and Chase Bank and ____________USA, National Association, a national banking association, as owner trustee under the Trust Agreement (the "Owner Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $_____________ aggregate principal amount of Class A-1 ____% Asset Backed Notes (the "Class A-1 Notes"), $_____________ aggregate principal amount of Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $_____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"), pursuant to the Indenture to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Indenture"), between the Trust and _________________, _____________, as indenture trustee (the "Indenture Trustee"), which will be sold pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Note Underwriters"). The Notes and the Certificates are sometimes referred to collectively herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Sale and Servicing Agreement to be dated as of ____________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Certificates from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom _______________ is acting as representative (the "Representative").

Introductory. Chase Manhattan Bank USA, National AssociationDaimler Trust Leasing LLC, a national banking association Delaware limited liability company (the "BankDepositor"), proposes to form Chase Manhattan cause Mercedes-Benz Auto Owner Lease Trust 200_-_ 2019-B (the "TrustIssuing Entity") to sell $___________ aggregate principal amount of ____% Asset Backed Certificates (the "Certificates"), each representing a fractional undivided interest in the Trust. The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement to be dated as of _________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and ____________, as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $_____________ aggregate 200,000,000 principal amount of Class A-1 ____0.00% Asset Backed Notes (the "Class A-1 Notes"), $_____________ aggregate 530,000,000 principal amount of Class A-2 ____2.01% Asset Backed Notes (the "Class A-2 A‑2 Notes"), $_____________ aggregate 440,000,000 principal amount of Class A-3 ____2.00% Asset Backed Notes (the "Class A-3 Notes") and $_____________ aggregate 109,960,000 principal amount of Class A-4 ____2.05% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"), pursuant ) and to sell a portion of the Indenture to be dated as of __________ __, 200_ (as amended and supplemented from time to timeClass A-2 Notes, the "Indenture"), between Class A-3 Notes and the Trust and _________________, _____________, as indenture trustee Class A-4 Notes in the respective amounts listed on Schedule I hereto (the "Indenture Trustee"), which will be sold pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement"; together with this Agreement, the "Underwriting AgreementsUnderwritten Notes") among the Bank and the underwriters named therein (the "Note Underwriters"). The Notes and the Certificates are sometimes referred to collectively herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Sale and Servicing Agreement to be dated as of ____________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Certificates from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom _______________ is you are acting as representative representatives (the "RepresentativeRepresentatives"). The Class A-1 Notes will initially be retained by the Depositor or an affiliate of the Depositor. The Notes will be issued pursuant to an Indenture (as amended and supplemented from time to time, the "Indenture"), dated as of November 1, 2019, between the Issuing Entity and U.S. Bank National Association, as indenture trustee (in such capacity, the "Indenture Trustee"). The assets of the Issuing Entity will include, among other things, the 2019-B Exchange Note (as defined below) backed by a pool of new Mercedes-Benz passenger car and sport utility vehicle leases and the related leased vehicles. Simultaneously with the issuance and sale of the Underwritten Notes as contemplated herein, pursuant to an Amended and Restated Trust Agreement (as amended and supplemented from time to time, the "Trust Agreement"), dated November 1, 2019, between the Depositor and Wilmington Trust, National Association, as owner trustee (in such capacity, the "Owner Trustee"), the Issuing Entity will issue asset backed certificates (the "Certificates"), each such Certificate representing a fractional undivided beneficial interest in the Issuing Entity, to the Depositor. Daimler Trust, the titling trust (the "Titling Trust") is governed by the Second Amended and Restated Trust Agreement (as amended and supplemented from time to time, the "Titling Trust Agreement"), dated as of April 1, 2008, among Mercedes-Benz Financial Services USA LLC (f/k/a DCFS USA LLC) ("MBFS USA"), as titling trust administrator, Daimler Trust Holdings LLC, as initial beneficiary (the "Initial Beneficiary") and BNY Mellon Trust of Delaware ((f/k/a BNYM (Delaware) (f/k/a The Bank of New York (Delaware)), as trustee (the "Titling Trustee"). On November 20, 2019 (the "2019-B Closing Date"), the Titling Trust, as borrower (the "Borrower") shall, pursuant to (i) that certain Amended and Restated Collateral Agency Agreement (as amended and supplemented from time to time, the "Basic Collateral Agency Agreement"), dated as of March 1, 2009, among the Borrower, MBFS USA, as lender (in such capacity, the "Lender") and as servicer (in such capacity, the "Servicer"), U.S. Bank Trust National Association, as administrative agent (the "Administrative Agent") and Daimler Title Co., as collateral agent (the "Collateral Agent") and (ii) a 2019-B Exchange Note Supplement (as amended and supplemented from time to time, the "Exchange Note Supplement"), dated as of November 1, 2019, among the Borrower, the Administrative Agent, the Collateral Agent, the Lender, the Servicer and the Indenture Trustee, issue a 2019-B Exchange Note (the "2019-B Exchange Note") to the Lender evidencing the Borrower’s payment obligations in respect of certain advances made by the Lender to the Borrower. Amounts due on the 2019-B Exchange Note shall be paid from collections on the Titling Trust Assets allocated to the 2019-B Reference Pool as of the close of business on September 30, 2019 (the "2019-B Cutoff Date"). The Lender will sell the 2019-B Exchange Note to the Depositor pursuant to a First-Tier Sale Agreement (as amended and supplemented from time to time, the "First-Tier Sale Agreement"), dated as of November 1, 2019, between the Lender and the Depositor, and the Depositor will sell the 2019-B Exchange Note to the Issuing Entity pursuant to a Second-Tier Sale Agreement (as amended and supplemented from time to time, the "Second-Tier Sale Agreement"), dated as of November 1, 2019, between the Depositor and the Issuing Entity. MBFS USA will continue to service the Titling Trust Assets allocated to the 2019-B Reference Pool pursuant to a 2019-B Servicing Supplement (as amended and supplemented from time to time, the "2019-B Servicing Supplement"), dated as of November 1, 2019, among the Servicer, the Lender, the Borrower and the Collateral Agent, which supplements that certain Amended and Restated Servicing Agreement (as amended and supplemented from time to time, the "Basic Servicing Agreement"), dated as of March 1, 2009, among the Lender, the Servicer, the Borrower and the Collateral Agent. The asset representations review will be performed by the Asset Representations Reviewer (as defined below) under an Asset Representations Review Agreement (the "Asset Representations Review Agreement") dated as of November 1, 2019 among ▇▇▇▇▇▇▇ Fixed Income Services LLC, a Delaware limited liability company, as asset representations reviewer (the "Asset Representations Reviewer"), the Issuing Entity and MBFS USA, as Administrator and Servicer. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in Appendix 1 to the Exchange Note Supplement or, if not defined therein, in Appendix A to the Basic Collateral Agency Agreement.

Introductory. Chase Manhattan Bank USAToyota Leasing, National AssociationInc., a national banking association California corporation (the "Bank"“Seller”) and a wholly owned subsidiary of Toyota Motor Credit Corporation, a California corporation (“TMCC”), proposes to form Chase Manhattan Auto Owner Trust 200_-_ issue $[______] aggregate principal amount of [___]% Asset Backed Notes, Class A-1 (the "“Class A-1 Notes”), $[______] aggregate principal amount of [___]% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), $[______] aggregate principal amount of [___]% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”), $[______] aggregate principal amount of [___]% Asset Backed Notes, Class A-4 (the “Class A-4 Notes”) and $[______] aggregate principal amount of [___]% Asset Backed Notes, Class B (the “Class B Notes” and together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the “Notes”) and non-interest bearing certificates that represent the residual interest in the Trust (the “Certificates”) of the Toyota Auto Lease Trust 20[__]-[__] (the “Trust") ”). Pursuant to the terms hereof, the Seller agrees to sell $to each of the several underwriters named in Schedule I hereto (the “Underwriters”) a portion of each of the [describe the classes of underwritten notes] (the “Underwritten Notes”) in the respective amount listed on Schedule I hereto. The Seller, TMCC or one or more of its affiliates initially will retain [[describe the classes of retained notes] that are not Underwritten Notes and] the Certificates, which will not be sold hereunder. [___________ aggregate principal amount of ],[____% Asset Backed Certificates (______] and [__________] will act as representatives for the "Certificates")Underwriters, each representing a fractional undivided interest and in such capacities shall herein be the Trust“Representatives”. The assets of the Trust will include, among other things, a pool special unit of simple beneficial interest retail installment sales contracts and purchase money notes and other notes issued by the Toyota Lease Trust (the "Receivables"“Titling Trust”) secured which entitles the holder thereof to lease payments generated by new a portfolio of retail lease contracts owned by the Titling Trust and used automobiles the proceeds from the sale of the motor vehicles (the "Financed Vehicles"or equivalent cash amounts substituted under a vehicle like-kind exchange program) leased under those contracts, and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening close of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]] (the “Cutoff Date”). The Certificates Notes will be issued pursuant to the Amended and Restated Trust Agreement to be dated as of _________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and ____________, as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $_____________ aggregate principal amount of Class A-1 ____% Asset Backed Notes (the "Class A-1 Notes"), $_____________ aggregate principal amount of Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $_____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"), pursuant to the Indenture to be dated as of [_____] (the “Indenture”), between the Trust and [_____] (the “Indenture Trustee”). TMCC has caused the Seller to form the Trust pursuant to a trust agreement, as amended and restated by the Amended and Restated Trust Agreement (the “Trust Agreement”), dated as of [_____], [among]/[between] the Seller [and] [______], a [____ __], 200_ as owner trustee (as amended the “Owner Trustee”) [and supplemented from time to time, the "Indenture"), between the Trust and [______], a [____], as Delaware trustee (the “Delaware Trustee”)]. TMCC, as administrator (in such capacity, the “Administrator”) will perform certain administrative tasks on behalf of the Trust, the Owner Trustee and the Indenture Trustee imposed on them under the Basic Documents (as defined below) pursuant to an Administration Agreement (the “Administration Agreement”) dated as of [_____] among the Trust, the Indenture Trustee and the Administrator. The Titling Trust was created to take assignments and conveyances of, and to hold in trust, various leases, vehicles and certain related assets (collectively, the “Trust Assets”). The Titling Trust was formed and is governed by an amended and restated titling trust and servicing agreement, dated as of October 1, 1996, as amended or supplemented from time to time (the “Titling Trust Agreement”), among TMCC (in such capacity, the “UTI Beneficiary”), TMTT, Inc., as trustee (the “Titling Trustee”) and U.S. Bank Trust National Association (formerly First Bank National Association), as trust agent (the “Trust Agent”). Pursuant to a supplement of the Titling Trust Agreement, dated as of the Closing Date (the “SUBI Supplement”, and together with the Titling Trust Agreement, the “SUBI Trust Agreement”), among the parties to the Titling Trust Agreement, the Titling Trustee will be directed by the UTI Beneficiary to establish a special unit of beneficial interest to be known as the “[____]-[__, ] SUBI.” The Titling Trustee will allocate a portfolio consisting of lease agreements (the “[____]-[_] Leases”) and the related specified vehicles (the “[____]-[_] Vehicles”) and certain other related assets to the [____]-[_, as indenture trustee ] SUBI (the "Indenture Trustee"), which will be sold pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement"; together with this Agreementcollectively, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Note Underwriters"“SUBI Assets”). The Notes and SUBI Assets will be serviced by TMCC (in such capacity, the Certificates are sometimes referred “Servicer”) pursuant to collectively herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Sale and Servicing Agreement to be dated as of a [____]-[_] SUBI servicing supplement to the Titling Trust Agreement, dated as of the Closing Date (the “SUBI Servicing Supplement” and, together with the Titling Trust Agreement, the “Servicing Agreement”), in each case among the Titling Trustee, the Servicer and the Trust Agent. In connection with the creation of the [____]-[_] SUBI, the Titling Trust will issue to the UTI Beneficiary a certificate (the “SUBI Certificate”) representing the entire beneficial interest in the [____ _]-[_] SUBI. Pursuant to a SUBI certificate transfer agreement, 200_ dated as of the Closing Date (as amended and supplemented from time to time, the "Sale and Servicing “SUBI Certificate Transfer Agreement"”), between the Trust Seller and the BankUTI Beneficiary, the UTI Beneficiary will sell the SUBI Certificate to the Seller. Pursuant to a SUBI certificate transfer agreement, dated as of the Closing Date (the “Issuer SUBI Certificate Transfer Agreement”), between the Seller and Servicer. This is the Trust, the Seller will sell the SUBI Certificate to confirm the agreement concerning the purchase of the Certificates from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom _______________ is acting as representative (the "Representative")Trust.

Introductory. Key Consumer Receivables LLC, a Delaware limited liability company, (the “Depositor”), proposes to cause KeyCorp Student Loan Trust 2006-A (the “Trust”) to issue and sell $84,000,000 principal amount of its Floating Rate Class I-A-1 Asset Backed Notes (the “Class I-A-1 Notes”), $149,170,000 principal amount of its Floating Rate Class I-A-2 Asset Backed Notes (the “Class I-A-2 Notes”), $7,211,000 principal amount of its Floating Rate Class I-B Asset Backed Notes (the “Class I-B Notes”), $160,927,000 principal amount of its Floating Rate Class II-A-1 Asset Backed Notes (the “Class II-A-1 Notes”), $197,000,000 principal amount of its Floating Rate Class II-A-2 Asset Backed Notes (the “Class II-A-2 Notes”), $146,730,000 principal amount of its Floating Rate Class II-A-3 Asset Backed Notes (the “Class II-A-3 Notes”), $140,274,000 principal amount of its Floating Rate Class II-A-4 Asset Backed Notes (the “Class II-A-4 Notes”), $101,664,000 principal amount of its Floating Rate Class II-B Asset Backed Notes (the “Class II-B Notes”) and $47,655,000 principal amount of its Floating Rate Class II-C Asset Backed Notes (the “Class II-C Notes” and together with the Class I-A-1 Notes, the Class I-A-2 Notes, the Class I-B Notes, the Class II-A-1 Notes, the Class II-A-2 Notes, the Class II-A-3 Notes, the Class II-A-4 Notes and the Class II-B Notes, the “Notes”) to the underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative. The Trust was formed pursuant to the Trust Agreement, dated as of October 26, 2006, as amended and restated by the Amended and Restated Trust Agreement, dated as of December 1, 2006 (as further amended and supplemented from time to time, collectively, the “Trust Agreement”) between the Depositor and The Bank of New York (Delaware), as owner trustee (the “Owner Trustee”). The Eligible Lender Trustee was appointed pursuant to the Eligible Lender Trustee Agreement, dated as of December 1, 2006 between the Depositor and JPMorgan Chase Manhattan Bank USABank, National Association, as the eligible lender trustee (the “Eligible Lender Trustee”). The assets of the Trust include certain student loans (collectively, the “Financed Student Loans”). Such Financed Student Loans will be acquired by the Trust from the Depositor on or about December 7, 2006 (the “Closing Date”). The Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Financed Unguaranteed Private Loans”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Financed Private Loans” and together with the Financed Unguaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Financed Student Loans from KeyBank National Association, a national banking association (“KBNA,” and in such capacity, the "Bank"“Seller”), proposes pursuant to form Chase Manhattan Auto Owner Trust 200_-_ the Student Loan Transfer Agreement, dated as of December 1, 2006 (the "Trust"“Student Loan Transfer Agreement”) to sell $___________ aggregate principal amount among KBNA, the Depositor and JPMorgan Chase Bank, National Association, as eligible lender trustee on behalf of ____% Asset Backed Certificates the Depositor (the "Certificates"“Depositor Eligible Lender Trustee”), each representing a fractional undivided . The Group I Notes will be entitled to receive payments of interest in and principal primarily from the Trustcashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group II Student Loans. The assets of the Trust will includefurther include certain monies due and collected under the Financed Student Loans on and after November 1, among other things2006, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "“Cutoff Date”). The Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to Student Loans will be transferred sold to the Trust and serviced the Eligible Lender Trustee on behalf of the Trust by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of Depositor and the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates will be issued Depositor Eligible Lender Trustee pursuant to the Amended Sale and Restated Trust Agreement to be Servicing Agreement, dated as of _________ __December 1, 200_ 2006 (as amended and supplemented from time to time, the "Trust “Sale and Servicing Agreement"”), between among the Bank and ____________Trust, the Eligible Lender Trustee, the Depositor Eligible Lender Trustee, KBNA, as owner trustee master servicer (in such capacity, the "Owner Trustee"“Master Servicer”), the Depositor and KBNA, as administrator (in such capacity, the “Administrator”). Simultaneously The Master Servicer has also entered into four certain subservicing agreements to have the Financed Student Loans subserviced with the issuance and sale each of Pennsylvania Higher Education Assistance Agency, an agency of the Certificates Commonwealth of Pennsylvania (“PHEAA” and, in its capacity as contemplated hereina subservicer, the Trust will issue $_____________ aggregate principal amount of Class A-1 ____% Asset Backed Notes a “Subservicer”) and Great Lakes Educational Loan Services, Inc., a Wisconsin corporation (the "Class A-1 Notes"“GLELSI” and in its capacity as a subservicer, a “Subservicer”), $_____________ aggregate principal amount two agreements with PHEAA regarding certain of Class A-2 ____% Asset Backed the Group I and Group II Student Loans, respectively, and two agreements with GLELSI regarding certain of the Group I and Group II Student Loans, respectively. The Notes (the "Class A-2 Notes"), $_____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"), will be issued pursuant to the Indenture to be dated as of __________ __December 1, 200_ 2006 (as amended and supplemented from time to time, the "“Indenture"”), among Deutsche Bank Trust Company Americas as the indenture trustee (the “Indenture Trustee”), the Trust and Deutsche Bank Trust Company Americas as paying agent and note registrar. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated as of December 1, 2006 (as amended and supplemented from time to time, the “Administration Agreement”), between the Trust Trust, the Indenture Trustee and _________________, _____________, as indenture trustee (the "Indenture Trustee"), which will be sold pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement"; together with this Administrator. The Sale and Servicing Agreement, the "Underwriting Agreements") among Indenture, the Bank Trust Agreement, the Student Loan Transfer Agreement and the underwriters named therein (the "Note Underwriters"). The Notes and the Certificates Administration Agreement are sometimes referred to collectively herein as the "Securities"“Basic Documents.” Simultaneously with the issuance and sale of the Notes as contemplated herein, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the “Certificate”) representing a fractional undivided residual beneficial interest in the Trust to the Depositor or its designated affiliate. At or prior to the time when sales to investors of the Notes were first made to investors by the several Underwriters for which Deutsche Bank Securities Inc. is acting as Representative which was approximately 3:00 p.m. on November 29, 2006 (the “Time of Sale”), the Depositor had prepared or caused the preparation of the following information (collectively, the “Time of Sale Information”): the preliminary prospectus supplement dated November 6, 2006 relating to the Notes and containing all information to be included in the Final Prospectus (as defined below) other than pricing related information and accompanied by the base prospectus dated November 6, 2006 and the supplement to the preliminary prospectus supplement dated November 29, 2006 (collectively, along with information referred to under the caption “Static Pools” therein regardless of whether it is deemed a part of the Registration Statement or Final Prospectus, the “Preliminary Prospectus”). If, subsequent to the Time of Sale and prior to the Closing Date (as defined below), the Depositor wishes to convey additional or changed information in order to make the Time of Sale Information, in the light of the circumstances under which statements in the Time of Sale Information were made, not misleading, and as a result investors in the Notes elect to terminate their old “Contracts of Sale” (within the meaning of Rule 159 under the Securities Act of 1933, as amended (the “Securities Act”)) for any Notes and enter into new Contracts of Sale with the Underwriters, then “Time of Sale Information” will refer to the information conveyed to investors at the time of entry into the first such new Contract of Sale, in an amended Preliminary Prospectus approved by the Depositor and the Representative that corrects such material misstatements or omissions (a “Corrected Prospectus”) and “Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms given them in the Sale and Servicing Agreement to be dated as of ____________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and ServicerAppendix A attached hereto. This is to confirm the agreement concerning the purchase of the Certificates from the Bank by The Company hereby agrees with the several underwriters named in Schedule I hereto (the "Underwriters"), for whom _______________ is acting Underwriters as representative (the "Representative").follows:

Introductory. Chase Manhattan Bank USA, National AssociationCaterpillar Financial Funding Corporation, a national banking association Nevada corporation (the "BankDepositor"), proposes to form Chase Manhattan Auto Owner cause Caterpillar Financial Asset Trust 200_-_ 2007-A (the "TrustIssuing Entity") to sell issue $___________ 19,798,000 aggregate principal amount of ____Class B 6.18% Asset Backed Certificates Notes (the "CertificatesClass B Notes") and to sell the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriter"), each representing a fractional undivided interest in the Trust. The assets of the Trust Issuing Entity will include, among other things, a pool of simple interest fixed-rate retail installment sales sale contracts and purchase money notes and other notes finance leases (the "Receivables") secured by new and used automobiles machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed VehiclesEquipment") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such and the proceeds thereof. The Receivables to will be transferred to the Trust and serviced Issuing Entity by the Bank, as Servicer, or by a successor ServicerDepositor. The Original Pool Balance of Receivables will be serviced for the Receivables as of the opening of business on _________ __Issuing Entity by Caterpillar Financial Services Corporation, 200_ a Delaware corporation (the "Cut-off DateServicer" or ") was equal to $[______________]CFSC"). The Certificates Notes will be issued pursuant to the Amended Indenture to be dated as of September 1, 2007 (as amended and Restated supplemented from time to time, the "Indenture"), between the Issuing Entity and U.S. Bank National Association, a national banking association (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Class B Notes as contemplated herein, the Issuing Entity will issue $150,000,000 aggregate principal amount of Class A-1 5.67225% Asset Backed Notes (the "Class A-1 Notes"), $75,000,000 aggregate principal amount of Class A-2a 5.40% Asset Backed Notes (the "Class A-2a Notes"), $126,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the "Class A-2b Notes," and together with the Class A-2a Notes, the “Class A-2 Notes”), $134,050,000 aggregate principal amount of Class A-3a 5.34% Asset Backed Notes (the "Class A-3a Notes") and $155,000,000 aggregate principal amount of Class A-3b Floating Rate Asset Backed Notes (the "Class A-3b Notes," and together with the Class A-3a Notes, the “Class A-3 Notes," together with the Class A-1 Notes and the Class A-2 Notes, the "Class A Notes," and together with the Class B Notes, the "Notes") and Asset Backed Certificates (the "Certificates") each such certificate representing a fractional undivided interest in the Issuing Entity. The Class A Notes will be sold pursuant to an underwriting agreement (the "Class A Note Underwriting Agreement," together with this Agreement, the "Underwriting Agreements") among the Depositor and the underwriters named in Schedule I thereto. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of September 1, 2007 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of _________ __September 27, 200_ 2007 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and The Bank of New York (Delaware), a Delaware banking corporation, and ____________an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $_____________ aggregate principal amount of Class A-1 ____% Asset Backed Notes (the "Class A-1 Notes"), $_____________ aggregate principal amount of Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $_____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"), pursuant to the Indenture to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Indenture"), between the Trust and _________________, _____________, as indenture trustee (the "Indenture Trustee"), which will be sold pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Note Underwriters"). The Notes and the Certificates are sometimes referred to collectively herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Sale and Servicing Agreement to be dated as of ____________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Certificates from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom _______________ is acting as representative (the "Representative").

Introductory. Chase Manhattan Bank USA, National AssociationCaterpillar Financial Funding Corporation, a national banking association Nevada corporation (the "BankDepositor"), proposes to form Chase Manhattan Auto Owner cause Caterpillar Financial Asset Trust 200_-_ 2006-A (the "TrustIssuing Entity") to sell issue $___________ 26,560,000 aggregate principal amount of ____Class B 5.71% Asset Backed Certificates Notes (the "CertificatesClass B Notes") and to sell the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriter"), each representing a fractional undivided interest in the Trust. The assets of the Trust Issuing Entity will include, among other things, a pool of simple interest fixed-rate retail installment sales sale contracts and purchase money notes and other notes finance leases (the "Receivables") secured by new and used automobiles machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed VehiclesEquipment") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such and the proceeds thereof. The Receivables to will be transferred sold to the Trust and serviced Issuing Entity by the Bank, as Servicer, or by a successor ServicerDepositor. The Original Pool Balance of Receivables will be serviced for the Receivables as of the opening of business on _________ __Issuing Entity by Caterpillar Financial Services Corporation, 200_ a Delaware corporation (the "Cut-off DateServicer" or ") was equal to $[______________]CFSC"). The Certificates Notes will be issued pursuant to the Amended Indenture to be dated as of June 1, 2006 (as amended and Restated supplemented from time to time, the "Indenture"), between the Issuing Entity and U.S. Bank National Association, a national banking association (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Class B Notes as contemplated herein, the Issuing Entity will issue $246,100,000 aggregate principal amount of Class A-1 5.45498% Asset Backed Notes (the "Class A-1 Notes"), $250,000,000 aggregate principal amount of Class A-2 5.59% Asset Backed Notes (the "Class A-2 Notes"), $302,000,000 aggregate principal amount of Class A-3 5.57% Asset Backed Notes (the "Class A-3 Notes") and $136,460,000 aggregate principal amount of Class A-4 5.62% Asset Backed Notes (the "Class A-4 Notes," together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes," and together with the Class B Notes, the "Notes") and $4,835,819 aggregate principal amount of Asset Backed Certificates (the "Certificates") each such certificate representing a fractional undivided interest in the Issuing Entity. The Class A Notes will be sold pursuant to an underwriting agreement (the "Class A Note Underwriting Agreement," together with this Agreement, the "Underwriting Agreements") among the Depositor and the underwriters named in Schedule I thereto. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of June 1, 2006 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of _________ __June 28, 200_ 2006 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and Chase Bank and ____________USA, National Association, a national banking association as owner trustee under the Trust Agreement (the "Owner Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $_____________ aggregate principal amount of Class A-1 ____% Asset Backed Notes (the "Class A-1 Notes"), $_____________ aggregate principal amount of Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $_____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"), pursuant to the Indenture to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Indenture"), between the Trust and _________________, _____________, as indenture trustee (the "Indenture Trustee"), which will be sold pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Note Underwriters"). The Notes and the Certificates are sometimes referred to collectively herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Sale and Servicing Agreement to be dated as of ____________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Certificates from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom _______________ is acting as representative (the "Representative").

Introductory. Chase Manhattan Caterpillar Financial Funding Corporation, a Nevada corporation (the "Depositor"), proposes to cause Caterpillar Financial Asset Trust 2008-A (the "Issuing Entity") to issue $182,000,000 aggregate principal amount of Class A-1 3.005% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b Notes”) and $199,671,000 aggregate principal amount of Class A-3 4.94% Asset Backed Notes (the "Class A-3 Notes," and together with the Class A-1 Notes, the Class A-2a Notes and the Class A-2b Notes, the "Notes") and to sell the Notes to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued pursuant to the Indenture to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity and U.S. Bank USA, National Association, a national banking association (the "BankIndenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated herein, proposes to form Chase Manhattan Auto Owner Trust 200_-_ (the "Trust") to sell Issuing Entity will issue $___________ 33,387,349 aggregate principal amount of ____% Asset Backed Certificates (the "Certificates"), each such Certificate representing a fractional undivided interest in the TrustIssuing Entity. The assets Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of April 1, 2008 (as amended and supplemented from time to time, the Trust will include"Sale and Servicing Agreement"), among other thingsthe Issuing Entity, a pool of simple interest retail installment sales contracts the Depositor and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (Servicer or, if not defined therein, in the "Financed Vehicles") and certain monies received thereunder on Indenture or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement to be dated as of _________ __April 29, 200_ 2008 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank and ____________of New York, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $_____________ aggregate principal amount of Class A-1 ____% Asset Backed Notes (the "Class A-1 Notes"), $_____________ aggregate principal amount of Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $_____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"), pursuant to the Indenture to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Indenture"), between the Trust and _________________, _____________, as indenture trustee (the "Indenture Trustee"), which will be sold pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Note Underwriters"). The Notes and the Certificates are sometimes referred to collectively herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Sale and Servicing Agreement to be dated as of ____________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Certificates from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom _______________ is acting as representative (the "Representative").

Introductory. Chase Manhattan Bank USAConn’s Receivables Funding 2017-B, National Association, a national banking association LLC (the "Bank"), “Issuer”) proposes to form Chase Manhattan Auto Owner Trust 200_-_ (the "Trust") to sell $___________ 361,400,000 aggregate principal amount of ____% Asset Backed Certificates Fixed Rate Notes, Class A, Series 2017-B (the "Certificates"“Class A Notes”), each representing a fractional undivided interest in the Trust. The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement to be dated as of _________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and ____________, as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $_____________ 132,180,000 aggregate principal amount of Class A-1 ____% Asset Backed Notes Fixed Rate Notes, Class B, Series 2017-B (the "“Class A-1 B Notes"”), and $_____________ 78,640,000 aggregate principal amount of Class A-2 ____% Asset Backed Notes Fixed Rate Notes, Class C, Series 2017-B (the "“Class A-2 C Notes"), $_____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" ” and, together with the Class A-1 Notes, the Class A-2 A Notes and the Class A-3 B Notes, the "“Purchased Notes"”) to you as initial purchasers (the “Initial Purchasers”). The Purchased Notes, together with the Asset Backed Class R Notes, Series 2017-B (the “Class R Notes” and, collectively with the Purchased Notes, the “Notes”) will be issued pursuant to the Indenture a Base Indenture, to be dated as of __________ __December 20, 200_ 2017 (the “Base Indenture”), as amended and supplemented from time by a Supplemental Indenture, to timebe dated as of December 20, 2017 (the Base Indenture, as supplemented by such Supplemental Indenture, the "“Indenture"”), each between the Issuer and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”). The Notes will be secured by the assets of the Issuer, which will consist primarily of a certificate (the “Receivables Trust Certificate”) representing a 100% interest in the Conn’s Receivables 2017-B Trust (the “Receivables Trust”). The Receivables Trust Certificate will be issued pursuant to, and the Receivables Trust will be governed by, the terms of an Amended and Restated Trust Agreement, to be dated as of December 20, 2017 (the “Trust Agreement”) between 91199526 Conn’s 2017-B: Note Purchase Agreement Conn Appliances Receivables Funding, LLC (the “Depositor”) and Wilmington Trust, National Association (the “Receivables Trust Trustee”). The assets of the Receivables Trust will consist primarily of certain retail installment sales contracts (the “Receivables”) made to finance customer purchases of Merchandise from Conn Appliances, Inc. (“Conn Appliances”), which were previously conveyed to Conn Credit I, LP (the “Seller”) and certain related rights. The Receivables Trust Certificate will be sold to the Issuer pursuant to the terms of a Purchase and Sale Agreement, to be dated as of December 20, 2017 (the “Purchase and Sale Agreement”), between the Trust Depositor and _________________, _____________, as indenture trustee (the "Indenture Trustee"), which Issuer. The Class R Notes will be retained by the Depositor on the Closing Date. The Receivables will be sold (i) by the Seller to the Depositor pursuant to an underwriting agreement a First Receivables Purchase Agreement, to be dated the date hereof as of December 20, 2017 (the "Note Underwriting “First Receivables Purchase Agreement"; together with this ”), between the Seller and the Depositor, and (ii) by the Depositor to the Receivables Trust pursuant to a Second Receivables Purchase Agreement, to be dated as of December 20, 2017 (the "Underwriting Agreements") “Second Receivables Purchase Agreement”), between the Depositor and the Receivables Trust. The Receivables will be serviced for the Receivables Trust by Conn Appliances pursuant to the terms of a Servicing Agreement, to be dated as of December 20, 2017 (the “Servicing Agreement”), among the Bank Issuer, the Receivables Trust, the Trustee and Conn Appliances, as servicer (in such capacity, the “Servicer”). Systems & Services Technologies, Inc. (“SST”) will act as the back-up servicer of the Receivables pursuant to the terms of a Back-Up Servicing Agreement, to be dated as of December 20, 2017 (the “Back-Up Servicing Agreement”), among the Receivables Trust, the Servicer, the Issuer, the Trustee and SST, as back-up servicer (in such capacity, the “Back-Up Servicer”). In connection with the issuance of the Notes, the Conn’s Receivables 2015-A Trust, the Conn’s Receivables 2016-A Trust, the Conn’s Receivables 2016-B Trust, the Conn’s Receivables 2017-A Trust, the Receivables Trust, Conn Appliances, Conn Credit Corporation, Inc. and the underwriters named therein Seller will also enter into a Fifth Amended and Restated Intercreditor Agreement, to be dated as of December 20, 2017 (the "Note Underwriters"“Intercreditor Agreement”). The Notes , with Bank of America, N.A., as collateral agent, providing for the release of certain of the Receivables from the lien of an existing financing arrangement and the Certificates are sometimes referred to collectively herein as the "Securities"related matters. Capitalized terms used and but not otherwise defined herein shall have the meanings assigned to such terms set forth in the Indenture. The Initial Purchasers, the Issuer, the Depositor, Conn Appliances and Conn’s, Inc. hereby agree that the “Closing Date” shall be December 20, 2017, at 10:00 a.m. New York City time (or at such other place and time on the same or other date as shall be agreed to in writing by the Initial Purchasers and the Depositor). The terms of the Purchased Notes are set forth in the Preliminary Offering Memorandum and are, or will be, set forth in the Offering Memorandum (each as defined below). Pursuant to this Note Purchase Agreement (this “Agreement”), and subject to the terms hereof, the Issuer agrees to sell the Purchased Notes to the Initial Purchasers. Any sale of the Purchased Notes will be made without registration of the Purchased Notes under the Securities Act 91199526 Conn’s 2017-B: Note Purchase Agreement of 1933, as amended (the “Securities Act”), in reliance upon exemptions from the registration requirements of the Securities Act. For purposes of this Agreement, the Indenture, the Notes, the Trust Agreement, the Purchase and Sale Agreement, the First Receivables Purchase Agreement, the Second Receivables Purchase Agreement, the Servicing Agreement, the Back-Up Servicing Agreement, the Intercreditor Agreement and this Agreement are collectively referred to herein as the “Transaction Documents”. Prior to (i) with respect to the Class A Notes and Class B Notes, 3:47 p.m. New York City time on December 12, 2017 (i.e., the date and time the first Contract of Sale (as defined below) for the Class A Notes and Class B Notes was entered into, as designated by the Initial Purchasers) and (ii) with respect to the Class C Notes, 3:47 p.m. New York City time on December 12, 2017 (i.e, the date and time the first Contract of Sale (as defined below) for the Class C Notes (as applicable, the “Time of Sale”) the Issuer had prepared (i) the Preliminary Offering Memorandum, dated December 7, 2017 (the “Preliminary Offering Memorandum”), (ii) the CONN 2017-B ABS Investor Presentation, dated December 2017 (the “Deal Road Show”), (iii) the Intex CMO Description Information (CDI) meta language describing the transactions contemplated by the Transaction Documents (the “CDI Data”), (iv) the data file entitled “CSFCONN_2017A_MKT.sss” (the “Data File”), and (v) the Microsoft Excel file entitled “CONN 2017-B_Static Pool Appendix A.xlsx” (the “Static Pool Appendix File” and, collectively with the Preliminary Offering Memorandum, the Deal Road Show, the CDI Data and the Data File, the “Time of Sale Information”). Any reference in this Agreement to the Preliminary Offering Memorandum and the Offering Memorandum will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein as of the date of the Preliminary Offering Memorandum or Offering Memorandum, as applicable. If, subsequent to the Time of Sale and Servicing Agreement prior to be dated as of ____________ __, 200_ (as amended and supplemented from time to timethe Closing Date, the "Time of Sale Information, taken as a whole, included 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, not misleading, and the Initial Purchasers terminate their existing Contracts of Sale and Servicing Agreement")enter into new Contracts of Sale with investors in the Purchased Notes, between then the Trust “Time of Sale Information” will refer to the information conveyed to investors at the time of entry into such new Contracts of Sale, including in an amended Preliminary Offering Memorandum approved by the Issuer and the BankInitial Purchasers that corrects such material misstatements or omissions, as Seller and Servicer“Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into. This is The Depositor will prepare and deliver to confirm the agreement concerning Initial Purchasers, on or promptly after the purchase date hereof, a final offering memorandum, dated the date hereof, including pricing-dependent information, for the offering of the Certificates Purchased Notes, in form and substance reasonably acceptable to the Initial Purchasers (the “Offering Memorandum”). Each of the Issuer, the Depositor, Conn Appliances and Conn’s, Inc. hereby confirms that it has authorized the use of the Preliminary Offering Memorandum, the other Time of Sale Information and the Offering Memorandum in connection with the offering and resale of the Purchased Notes by the Initial Purchasers in accordance with the terms hereof. 91199526 Conn’s 2017-B: Note Purchase Agreement The Initial Purchasers, the Issuer, the Depositor, Conn Appliances and Conn’s, Inc. understand that the Purchased Notes have not been and will not be registered under the Securities Act in reliance on certain exemptions from the Bank registration requirements thereof. Each class of the Purchased Notes will be represented by the several underwriters named one or more global notes in Schedule I hereto (the "Underwriters"), for whom _______________ is acting as representative (the "Representative")fully registered form without coupons.

Introductory. Chase Manhattan Bank USA, National AssociationAmerican Honda Receivables Corp., a national banking association California corporation (the "BankCompany"), proposes proposes, subject to form Chase Manhattan the terms and conditions stated herein, to cause the Honda Auto Receivables [____-__] Owner Trust 200_-_ (the "Trust") to issue and sell $___________ aggregate principal amount of ____% Asset Backed Certificates (the "Certificates"), each representing a fractional undivided interest in the Trust. The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement to be dated as ] aggregate principal amount of [_________ __]% Asset Backed Notes, 200_ Class A-1 (as amended and supplemented from time to time, the "Trust AgreementClass A-1 Notes"), between the Bank and $[______________] aggregate principal amount of [____]% Asset Backed Notes, as owner trustee Class A-2 (the "Owner TrusteeClass A-2 Notes"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $[_____________ __] aggregate principal amount of Class A-1 [____]% Asset Backed Notes Notes, Class A-3 (the "Class A-1 A-3 Notes"), ) and $[_____________ __] aggregate principal amount of Class A-2 [____]% Asset Backed Notes (the "Class A-2 Notes"), $_____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" and, and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"), . The Notes will be issued pursuant to the Indenture Indenture, to be dated as of ______[____ __, 200_ ____] (as amended and supplemented from time to time, the "Indenture"), between the Trust and Citibank, N.A. (the "Indenture Trustee"). Concurrently with the issuance and sale of the Notes as contemplated herein, the Trust will issue $[______________] aggregate principal amount of certificates of beneficial interest (the "Certificates"), each representing an interest in the Owner Trust Estate. The Company will retain the Certificates. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement, to be dated [____ __, _____________] (the "Trust Agreement"), between the Company and U.S. Bank Trust National Association, as indenture owner trustee (the "Indenture Owner Trustee"), which will be sold pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Note Underwriters"). The Notes and the Certificates are sometimes referred subordinated to collectively herein as the Notes. The assets of the Trust will include, among other things, a pool of retail installment sale and conditional sale contracts secured by new and used Honda and Acura motor vehicles (the "SecuritiesReceivables". Capitalized terms used and not otherwise defined herein shall have the meanings assigned ), with respect to such terms in the Sale and Servicing Agreement to be dated as of ________Actuarial Receivables, certain monies due thereunder on or after [____ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Certificates from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom _______________ is acting as representative ] (the "RepresentativeCutoff Date")., and with respect to Simple Interest Receivables, certain

Introductory. Chase Manhattan Bank USA, National AssociationCNH Capital Receivables LLC, a national banking association Delaware limited liability company (the "Bank"“Seller”), proposes to form Chase Manhattan Auto Owner cause CNH Equipment Trust 200_-_ 2025-B (the "“Trust"”) to sell issue $___________ aggregate 187,000,000 principal amount of ____4.470% Class A-1 Asset Backed Certificates Notes (the "Certificates"“Class A-1 Notes”), each representing a fractional undivided interest $220,400,000 principal amount of 4.37% Class A-2a Asset Backed Notes (the “Class A-2a Notes”), $100,000,000 principal amount of SOFR + 0.33% Class A-2b Asset Backed Notes (the “Class A-2b Notes”), $320,400,000 principal amount of 4.30% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and $64,250,000 principal amount of 4.43% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes and the Class A-3 Notes, the “Notes”). Pursuant to the terms hereof, the Seller agrees to sell the Notes to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you are acting as representatives (the “Representatives”), in the Trustrespective amounts listed on Schedule I hereto. The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates Notes will be issued pursuant to the Amended and Restated Trust Agreement Indenture to be dated as of _________ __July 1, 200_ 2025 (as amended and supplemented from time to time, the "Trust Agreement"“Indenture”), between the Bank Trust and ____________Citibank, N.A., as owner indenture trustee (the "Owner “Indenture Trustee"”). Simultaneously The assets of the Trust include, among other things, a pool of fixed rate retail installment sale contracts and retail installment loans (the “Receivables”) secured by new or used agricultural or construction equipment and the related security interests in the equipment financed thereby. The Receivables were sold to the Trust by the Seller. The Receivables are serviced for the Trust by New Holland Credit Company, LLC, a Delaware limited liability company (“New Holland”). The Trust will provide for the review of the Receivables for compliance with the issuance representations and sale of the Certificates as contemplated herein, the Trust will issue $_____________ aggregate principal amount of Class A-1 ____% Asset Backed Notes (the "Class A-1 Notes"), $_____________ aggregate principal amount of Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $_____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"), pursuant to the Indenture warranties made about them in certain circumstances under an asset representations review agreement to be dated as of __________ __July 1, 200_ 2025 (as amended and supplemented from time to time, the "Indenture"“Asset Representations Review Agreement”), between among the Trust and _________________Trust, _____________New Holland, as indenture trustee servicer (the "Indenture Trustee"“Servicer”), which will be sold pursuant to an underwriting agreement dated the date hereof and C▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the "Note Underwriting Agreement"; together “Asset Representations Reviewer”). Simultaneously with the issuance and sale of the Notes as contemplated in this Agreement, the "Underwriting Agreements") among Trust will issue to the Bank and Seller certificates representing fractional undivided equity interests in the underwriters named therein Trust (the "Note Underwriters"“Certificates”). The Notes and the Certificates are sometimes referred to collectively herein as the "“Securities". .” Capitalized terms used and not otherwise defined herein shall have the meanings assigned ascribed to such terms them in the Sale and Servicing Agreement to be dated as of ____________ __July 1, 200_ 2025 (as amended and supplemented from time to time, the "“Sale and Servicing Agreement"”), among the Trust, the Seller and the Servicer, or, if not defined therein, in the Indenture or the Trust Agreement dated as of July 2, 2025 (as amended and supplemented from time to time, the “Trust Agreement”), between the Seller and Wilmington Trust and the BankCompany, as Seller and Servicertrustee (the “Trustee”). This is Prior to confirm the agreement concerning the purchase time when sales to purchasers of the Certificates from the Bank Notes were first made to investors by the several underwriters named in Schedule I hereto Underwriters, which was approximately 12:02 p.m. (New York time) on July 16, 2025 (the "Underwriters"“Time of Sale”), for whom _______________ is acting as representative the Seller had prepared the following information (collectively, the “Time of Sale Information”): the preliminary prospectus dated July 10, 2025 (together, along with information referred to under the caption “Annex A–Static Pool Data” therein, the “Preliminary Prospectus”) and the free writing prospectus dated July 10, 2025 (the "Representative"“Initial Free Writing Prospectus”) in the form filed with the Securities and Exchange Commission (the “Commission”) on July 10, 2025. If, subsequent to the Time of Sale and prior to the Closing Date (as defined below), such information included 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, not misleading, and as a result investors in the Notes may terminate their old “Contracts of Sale” (within the meaning of Rule 159 under the Securities Act of 1933, as amended (the “Act”)) for any Notes and the Underwriters enter into new Contracts of Sale with investors in the Notes, then “Time of Sale Information” will refer to the information conveyed to investors at least 48 hours prior to the time of entry into the first such new Contract of Sale, in an amended Preliminary Prospectus approved by the Seller and the Representatives that corrects such material misstatements or omissions (a “Corrected Prospectus”) and “Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into.

Introductory. Chase Manhattan Bank USA, National AssociationAmerican Honda Receivables Corp., a national banking association California corporation (the "Bank"“Company”), proposes proposes, subject to form Chase Manhattan the terms and conditions stated herein, to cause the Honda Auto Receivables 2010-2 Owner Trust 200_-_ (the "“Trust"”) to sell $___________ 251,250,000 aggregate principal amount of ____0.82% Asset Backed Certificates Notes, Class A-2 (the "“Class A-2 Notes”), $507,500,000 aggregate principal amount of 1.34% Asset Backed Notes, Class A-3 (the “Class A-3 Notes) and $105,000,000 aggregate principal amount of 1.93% Asset Backed Notes, Class A-4 (the “Class A-4 Notes” and together with the Class A-2 Notes and the Class A-3, the “Offered Notes”) to the several underwriters set forth on Schedule A (each, an “Underwriter”), for which Barclays Capital Inc. and Citigroup Global Markets Inc. are each acting as a representative (in such capacity, each a “Representative” and collectively, the “Representatives”), pursuant to the terms of this underwriting agreement dated May 12, 2010 by and among the Company, American Honda Finance Corporation (“AHFC”) and Barclays Capital Inc. and Citigroup Global Markets Inc., acting on behalf of themselves and as Representatives for the several Underwriters (this “Agreement”). The Offered Notes are to be issued together with $386,250,000 aggregate principal amount of Asset Backed Notes (the “Class A-1 Notes” and together with the Offered Notes, the “Notes”). The Class A-1 Notes will initially be retained by the Company. The Notes will be issued pursuant to the Indenture, to be dated as of May 1, 2010 (the “Indenture”), between the Trust and The Bank of New York Mellon (the “Indenture Trustee”). Concurrently with the issuance of the Notes and sale of the Offered Notes as contemplated herein, the Trust will issue $38,659,793.82 aggregate principal amount of certificates of beneficial interest (the “Certificates"”), each representing a fractional undivided an interest in the TrustOwner Trust Estate. The assets of Company will retain the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]Certificates. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement Agreement, to be dated as of _________ __May 18, 200_ 2010 (as amended and supplemented from time to time, the "“Trust Agreement"”), between among the Company and Deutsche Bank and ____________Trust Company Delaware, as owner trustee (in such capacity, the "“Owner Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $_____________ aggregate principal amount of Class A-1 ____% Asset Backed Notes (the "Class A-1 Notes"), $_____________ aggregate principal amount of Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $_____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes"”) and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" andDeutsche Bank Trust Company Americas, together with the Class A-1 Notesas certificate registrar, the Class A-2 Notes paying agent and the Class A-3 Notes, the "Notes"), pursuant authenticating agent. The Certificates are subordinated to the Indenture to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Indenture"), between the Trust and _________________, _____________, as indenture trustee (the "Indenture Trustee"), which will be sold pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Note Underwriters"). The Notes and the Certificates are sometimes referred to collectively herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Sale and Servicing Agreement to be dated as of ____________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Certificates from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom _______________ is acting as representative (the "Representative")Notes.

Introductory. Chase Manhattan Bank USA, National AssociationAmerican Honda Receivables LLC, a national banking association Delaware limited liability company (the "Bank"“Company”), proposes proposes, subject to form Chase Manhattan the terms and conditions stated herein, to cause the Honda Auto Receivables 20[__]-[_] Owner Trust 200_-_ (the "“Trust"”) to sell $___________ aggregate principal amount of ____% Asset Backed Certificates (the "Certificates"), each representing a fractional undivided interest in the Trust. The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[___________] aggregate principal amount of [__]% Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), $[__________] aggregate principal amount of [_]% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), $[__________] aggregate principal amount of [__]% [Floating Rate] Asset Backed Notes, Class A-3 (the “Class A-3 Notes”) and $[__________] aggregate principal amount of [__]% [Floating Rate] Asset Backed Notes, Class A-4 (the “Class A-4 Notes” and together with the Class A-1 Notes, Class A-2 Notes and the Class A-3 Notes, the “Notes”) to the several underwriters set forth on Schedule A (each, an “Underwriter”), for which [___________] and [__________] are each acting as a representative (in such capacity, each a “Representative” and collectively, the “Representatives”), pursuant to the terms of this underwriting agreement dated [__________] by and among the Company, American Honda Finance Corporation (“AHFC”) and [__________] and [__________], acting on behalf of themselves and as Representatives for the several Underwriters (this “Agreement”). The Notes will be issued pursuant to the Indenture, to be dated [__________] (the “Indenture”), between the Trust and [__________] (the “Indenture Trustee”). Concurrently with the issuance and sale of the Notes as contemplated herein, the Trust will issue $[__________] aggregate principal amount of certificates of beneficial interest (the “Certificates”), each representing an interest in the Owner Trust Estate. The Company will retain the Certificates. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement Agreement, to be dated as of _________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and [____________, as owner trustee ] (the "Owner Trustee"“Trust Agreement”). Simultaneously with , among the issuance and sale of the Certificates as contemplated hereinCompany, the Trust will issue $[_____________ aggregate principal amount of Class A-1 ____% Asset Backed Notes ], as owner trustee (in such capacity, the "Class A-1 Notes"), $“Owner Trustee”) and [_____________ aggregate principal amount of Class A-2 ____% Asset Backed Notes ], as Delaware trustee (the "Class A-2 Notes"), $_____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notesin such capacity, the Class A-2 Notes and the Class A-3 Notes, the "Notes"), pursuant to the Indenture to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Indenture"), between the Trust and _________________, _____________, as indenture trustee (the "Indenture “Delaware Trustee"), which will be sold pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Note Underwriters"”). The Notes and the Certificates are sometimes referred subordinated to collectively herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Sale and Servicing Agreement to be dated as of ____________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Certificates from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom _______________ is acting as representative (the "Representative")Notes.

Introductory. Chase Manhattan Bank USA, National AssociationSignet Bank, a national Virginia banking association corporation ("Signet" or the "BankSeller"), proposes to form Chase Manhattan Auto Owner cause Signet Student Loan Trust 200_-_ 1996-A (the "Trust") to issue and sell $___________ aggregate 252,000,000 principal amount of ____% Asset Backed Certificates (the "Certificates"), each representing a fractional undivided interest in the Trust. The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement to be dated as of _________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and ____________, as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $_____________ aggregate principal amount of its Floating Rate Class A-1 ____% Asset Backed Notes (the "Class A-1 Notes"), ) and $_____________ aggregate 161,439,000 principal amount of its Floating Rate Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $_____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" and, together collectively with the Class A-1 Notes, the "Notes"). $189,000,000 principal amount of Class A-1 Notes and $121,439,000 principal amount of Class A-2 Notes (such Class A-1 Notes and the Class A-3 A-2 Notes, the "Underwriter Notes") will be sold to the underwriters named in Schedule I hereto (the "Underwriters") for whom you (the "Representative") are acting as representative and $63,000,000 principal amount of Class A-1 Notes and $40,000,000 principal amount of Class A-2 Notes will be sold directly by Signet (the "Directly Offered Notes"). The assets of the Trust include, among other things, a pool of student loans (the "Initial Financed Student Loans") and certain monies due thereunder after November 1, 1996 (the "Cutoff Date"). Such Initial Financed Student Loans will be sold to the Eligible Lender Trustee (as defined below) on behalf of the Trust by the Seller pursuant to a sale agreement, dated as of November 1, 1996 (the "Loan Sale Agreement") among the Trust, the Seller and The First National Bank of Chicago, a national banking association, as eligible lender trustee (the "Eligible Lender Trustee"). Under certain circumstances after the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, may acquire additional student loans ("Additional Student Loans", together with the Initial Financed Student Loans, the "Financed Student Loans"). The Financed Student Loans are to be serviced by Signet as master servicer (the "Master Servicer") pursuant to a master servicing agreement, dated as of November 1, 1996 (the "Master Servicing Agreement"), among the Trust, the Master Servicer and the Eligible Lender Trustee. The Notes will be issued pursuant to an Indenture to be dated as of __________ __November 1, 200_ 1996 (as amended and supplemented from time to time, the "Indenture"), between the Trust and _________________The Bank of New York, _____________a New York banking corporation, as indenture trustee (the "Indenture Trustee"). The Certificates will be issued pursuant to a trust agreement to be dated as of November 1, which 1996 (the "Trust Agreement"), among the Seller, as Depositor, Signet Student Loan Corporation, a Virginia corporation (the "Company"), and the Eligible Lender Trustee. An individual residing in Delaware will be appointed as a co-trustee under the Trust Agreement pursuant to a co-trustee agreement, dated as of November 1, 1996 (the "Co- Trustee Agreement"), between such individual and the Eligible Lender Trustee. Simultaneously with the issuance and sale of the Notes as contemplated herein, the Trust will issue $14,996,000 principal amount of its Floating Rate Asset Backed Certificates (the "Certificates"). The Certificates will be sold pursuant to an underwriting agreement dated the date hereof (the "Note Certificate Underwriting Agreement"; together with this Agreement, ) between the "Underwriting Agreements") among the Bank Seller and the underwriters named therein (the "Note Underwriters")Credit Suisse First Boston Corporation. The Notes and the Certificates are sometimes hereinafter referred to collectively herein as the "Securities". ." Capitalized terms used and not otherwise defined herein shall have the meanings assigned given to such terms them in the Sale and Servicing Agreement to be dated as of ____________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Certificates from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom _______________ is acting as representative (the "Representative")Appendix A hereto.

Introductory. Chase Manhattan Bank USAConn’s Receivables Funding 2018-A, National Association, a national banking association LLC (the "Bank"), “Issuer”) proposes to form Chase Manhattan Auto Owner Trust 200_-_ (the "Trust") to sell $___________ 219,200,000 aggregate principal amount of ____% Asset Backed Certificates Fixed Rate Notes, Class A, Series 2018-A (the "Certificates"“Class A Notes”), each representing a fractional undivided interest in the Trust. The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement to be dated as of _________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and ____________, as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $_____________ 69,550,000 aggregate principal amount of Class A-1 ____% Asset Backed Notes Fixed Rate Notes, Class B, Series 2018-A (the "“Class A-1 B Notes"”), and $_____________ 69,550,000 aggregate principal amount of Class A-2 ____% Asset Backed Notes Fixed Rate Notes, Class C, Series 2018-A (the "“Class A-2 C Notes"), $_____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" ” and, together with the Class A-1 Notes, the Class A-2 A Notes and the Class A-3 B Notes, the "“Purchased Notes"” or the “Offered Series 2018-A Notes”)) to you as initial purchasers (the “Initial Purchasers”). The Purchased Notes, together with the Asset Backed Class R Notes, Series 2018-A (the “Class R Notes” and, collectively with the Purchased Notes, the “Notes”) will be issued pursuant to the Indenture a Base Indenture, to be dated as of __________ __August 15, 200_ 2018 (the “Base Indenture”), as amended and supplemented from time by a Supplemental Indenture, to timebe dated as of August 15, 2018 (the Base Indenture, as supplemented by such Supplemental Indenture, the "“Indenture"”), each between the Issuer and W▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”). The Notes will be secured by the assets of the Issuer, which will consist primarily of a certificate (the “Receivables Trust Certificate”) representing a 100% interest in the Conn’s Receivables 2018-A Trust (the “Receivables Trust”). The Receivables Trust Certificate will be issued pursuant to, and the Receivables Trust will be governed by, the terms of an Amended and Restated Trust Agreement, to be dated as of August 15, 2018 (the “Trust Agreement”) between Conn Appliances Receivables Funding, LLC (the “Depositor”) and Wilmington Trust, National Association (the “Receivables Trust Trustee”). The assets of the Receivables Trust will consist primarily of certain retail installment sales contracts and installment loans (the “Receivables”) made to finance customer purchases of Merchandise from Conn Appliances, Inc. (“Conn Appliances”), which were previously conveyed to Conn Credit I, LP (the “Seller”) and certain related rights. The Receivables Trust Certificate will be sold to the Issuer pursuant to the terms of a Purchase and Sale Agreement, to be dated as of August 15, 2018 (the “Purchase and Sale Agreement”), between the Trust Depositor and _________________, _____________, as indenture trustee (the "Indenture Trustee"), which Issuer. The Class R Notes will be retained by the Depositor on the Closing Date. The Receivables will be sold (i) by the Seller to the Depositor pursuant to an underwriting agreement a First Receivables Purchase Agreement, to be dated the date hereof as of August 15, 2018 (the "Note Underwriting “First Receivables Purchase Agreement"; together with this ”), between the Seller and the Depositor, and (ii) by the Depositor to the Receivables Trust pursuant to a Second Receivables Purchase Agreement, to be dated as of August 15, 2018 (the "Underwriting Agreements") “Second Receivables Purchase Agreement”), between the Depositor and the Receivables Trust. The Receivables will be serviced for the Receivables Trust by Conn Appliances pursuant to the terms of a Servicing Agreement, to be dated as of August 15, 2018 (the “Servicing Agreement”), among the Bank Issuer, the Receivables Trust, the Trustee and Conn Appliances, as servicer (in such capacity, the “Servicer”). Systems & Services Technologies, Inc. (“SST”) will act as the back-up servicer of the Receivables pursuant to the terms of a Back-Up Servicing Agreement, to be dated as of August 15, 2018 (the “Back-Up Servicing Agreement”), among the Receivables Trust, the Servicer, the Issuer, the Trustee and SST, as back-up servicer (in such capacity, the “Back-Up Servicer”). In connection with the issuance of the Notes, the Conn’s Receivables 2017-B Trust, the Receivables Trust, Conn Appliances, Conn Credit Corporation, Inc. and the underwriters named therein Seller will also enter into a Sixth Amended and Restated Intercreditor Agreement, to be dated as of August 15, 2018 (the "Note Underwriters"“Intercreditor Agreement”). The Notes , with Bank of America, N.A., as collateral agent, providing for the release of certain of the Receivables from the lien of an existing financing arrangement and the Certificates are sometimes referred to collectively herein as the "Securities"related matters. Capitalized terms used and but not otherwise defined herein shall have the meanings assigned to such terms set forth in the Indenture. The Initial Purchasers, the Issuer, the Depositor, Conn Appliances and Conn’s, Inc. hereby agree that the “Closing Date” shall be August 15, 2018, at 10:00 a.m. New York City time (or at such other place and time on the same or other date as shall be agreed to in writing by the Initial Purchasers and the Depositor). The terms of the Purchased Notes are set forth in the Preliminary Offering Memorandum and are, or will be, set forth in the Offering Memorandum (each as defined below). Pursuant to this Note Purchase Agreement (this “Agreement”), and subject to the terms hereof, the Issuer agrees to sell the Purchased Notes to the Initial Purchasers. Any sale of the Purchased Notes will be made without registration of the Purchased Notes under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon exemptions from the registration requirements of the Securities Act. For purposes of this Agreement, the Indenture, the Notes, the Trust Agreement, the Purchase and Sale Agreement, the First Receivables Purchase Agreement, the Second Receivables Purchase Agreement, the Servicing Agreement, the Back-Up Servicing Agreement, the Intercreditor Agreement and this Agreement are collectively referred to herein as the “Transaction Documents”. Conn’s 2018-A: Note Purchase Agreement 2 Prior to 3:35 p.m. New York City time on August 9, 2018 (i.e, the date and time the first Contract of Sale (as defined below) (the “Time of Sale”) the Issuer had prepared (i) the Preliminary Offering Memorandum, dated August 6, 2018 (the “Preliminary Offering Memorandum”), (ii) the CONN 2018-A ABS Investor Presentation, initially provided to investors on August 6, 2018 (the “Deal Road Show”), (iii) the Intex CMO Description Information (CDI) meta language describing the transactions contemplated by the Transaction Documents (the “CDI Data”), (iv) the data file entitled “CSFCONN_2018A_MKT.sss” (the “Data File”), and (v) the Microsoft Excel file entitled “CONN 2018-A_Static Pool Appendix A.xlsx” (the “Static Pool Appendix File” and, collectively with the Preliminary Offering Memorandum, the Deal Road Show, the CDI Data and the Data File, the “Time of Sale Information”). Any reference in this Agreement to the Preliminary Offering Memorandum and the Offering Memorandum will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein as of the date of the Preliminary Offering Memorandum or Offering Memorandum, as applicable. If, subsequent to the Time of Sale and Servicing Agreement prior to be dated as of ____________ __, 200_ (as amended and supplemented from time to timethe Closing Date, the "Time of Sale Information, taken as a whole, included 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, not misleading, and the Initial Purchasers terminate their existing Contracts of Sale and Servicing Agreement")enter into new Contracts of Sale with investors in the Purchased Notes, between then the Trust “Time of Sale Information” will refer to the information conveyed to investors at the time of entry into such new Contracts of Sale, including in an amended Preliminary Offering Memorandum approved by the Issuer and the BankInitial Purchasers that corrects such material misstatements or omissions, as Seller and Servicer“Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into. This is The Depositor will prepare and deliver to confirm the agreement concerning Initial Purchasers, on or promptly after the purchase date hereof, a final offering memorandum, dated the date hereof, including pricing-dependent information, for the offering of the Certificates Purchased Notes, in form and substance reasonably acceptable to the Initial Purchasers (the “Offering Memorandum”). Each of the Issuer, the Depositor, Conn Appliances and Conn’s, Inc. hereby confirms that it has authorized the use of the Preliminary Offering Memorandum, the other Time of Sale Information and the Offering Memorandum in connection with the offering and resale of the Purchased Notes by the Initial Purchasers in accordance with the terms hereof. The Initial Purchasers, the Issuer, the Depositor, Conn Appliances and Conn’s, Inc. understand that the Purchased Notes have not been and will not be registered under the Securities Act in reliance on certain exemptions from the Bank registration requirements thereof. Each class of the Purchased Notes will be represented by the several underwriters named one or more global notes in Schedule I hereto (the "Underwriters"), for whom _______________ is acting as representative (the "Representative")fully registered form without coupons.

Introductory. Chase Manhattan Bank USACapital One Auto Receivables, National AssociationLLC, a national banking association Delaware limited liability company (the "BankSeller") and Capital One Auto Finance, Inc., a Texas corporation, ("COAF"), confirm their agreement with Credit Suisse First Boston Corporation, Banc of America Securities LLC, Deutsche Banc Alex. ▇▇▇▇▇ Inc. and First Union Securities, Inc. (collectively, the "Underwriters") as follows: The Seller proposes to form Chase Manhattan Auto Owner Trust 200_-_ (sell to the "Trust") to sell $___________ aggregate Underwriters $ 180,000,000 principal amount of ____its 1.85875% Asset Backed Certificates (the "Certificates"), each representing a fractional undivided interest in the Trust. The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement to be dated as of _________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and ____________, as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $_____________ aggregate principal amount of Class A-1 ____% Asset Backed Notes (the "Class A-1 Notes"), $_____________ aggregate $ 230,000,000 principal amount of its 2.60% Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $_____________ aggregate $ 580,000,000 principal amount of its LIBOR + 0.22% Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $_____________ aggregate $ 210,000,000 principal amount of its 4.88% Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes"), pursuant to be issued by Capital One Auto Finance Trust 2001-B, a Delaware common law trust (the "Trust") under the Indenture to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Indenture"), dated as of the Closing Date, between Wilmington Trust Company, as owner trustee (the Trust "Owner Trustee") and _________________, _____________▇▇ ▇▇▇▇▇▇ Chase Bank, as indenture trustee (the "Indenture Trustee"). The Notes will be collateralized by the Trust Property (as defined below). The Trust's assets (the "Trust Property") will include, among other things, a pool of retail installment sales contracts and installment loans (consisting of initial receivables (the "Initial Receivables") and subsequent receivables (the "Subsequent Receivables", collectively, "Receivables")) originated or purchased by COAF or its affiliates and secured by new and used automobiles and light trucks (the "Financed Vehicles"), certain monies paid or payable on the Receivables after the initial Cutoff Date or, with respect to Subsequent Receivables, the applicable subsequent Cutoff Date, that are sold by COAF to the Seller and contributed by the Seller to the Trust, such amounts as from time to time may be held in the Collection Account and certain other accounts established and maintained by the Servicer pursuant to the Indenture (including all investments in the Collection Account and such other accounts and all income from the investment of funds therein and proceeds thereof), an assignment of COAF's security interests in the Financed Vehicles, certain rights under the Interest Rate Swap Agreement (as defined below) and payments made by Credit Suisse First Boston International (the "Swap Counterparty") under the Interest Rate Swap Agreement (as defined below), an assignment of the right to receive proceeds from the exercise of rights against Dealers under agreements between COAF and such Dealers (to the extent related to the Receivables) and the assignment of rights in respect of each Receivable from the applicable Dealer to COAF, an assignment of the right to receive the proceeds from claims on certain insurance policies covering the Financed Vehicles or the Obligors, an assignment of the rights of the Seller under the Transfer and Assignment Agreement (as defined below) and certain other rights, as more fully described in the Transfer and Assignment Agreement. In addition, the Trust Property will include monies on deposit in the Reserve Fund (including all investments in such account and all income from the investment of funds therein and all proceeds thereof), the funds of which will be sold drawn upon to fund certain shortfalls in respect of Monthly Available Funds. The Initial Receivables and the related Trust Property will be conveyed to the Seller by COAF pursuant to a transfer agreement, executed on or prior to the Closing Date, between the Seller and COAF (the "Transfer and Assignment Agreement") and, on the Closing Date, will be contributed by the Seller to the Owner Trustee pursuant to the Contribution Agreement (the "Contribution Agreement") dated as of the Closing Date, between the Seller and the Trust. The Subsequent Receivables and the related Trust Property will be conveyed to the Seller by COAF pursuant to the Transfer and Assignment Agreement and one or more assignments (each, an underwriting agreement dated "Assignment) executed after the Closing Date and on or prior to the date hereof which is three months after the Closing Date (the "Funding Period"), and will be contributed by the Seller to the Trust pursuant to the Contribution Agreement. On the Closing Date, the Note Insurer will issue a note guaranty insurance policy (the "Note Underwriting AgreementGuaranty Insurance Policy"; together with this Agreement) guaranteeing certain payments due in respect of the Class A Notes. On the Closing Date, the "Underwriting Agreements") among Owner Trustee will enter into an interest rate swap agreement with the Bank and the underwriters named therein Swap Counterparty (the "Note UnderwritersInterest Rate Swap Agreement")) to hedge the floating interest rate on the Class A-3 Notes. The terms of the Class A Notes are set forth in the Registration Statement and the Certificates are sometimes referred to collectively herein related Prospectus dated December 11, 2001, as supplemented by a Prospectus Supplement dated the "Securities"date hereof. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Sale and Servicing Agreement to be dated as of ____________ __The Underwriters, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust COAF and the Bank, as Seller and Servicer. This is to confirm agree that no Term Sheets have been or will be used in connection with the agreement concerning the purchase offering of the Certificates from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom _______________ is acting as representative (the "Representative")Class A Notes.

Introductory. Chase Manhattan Bank USAGE Equipment Transportation LLC, National Association, a national banking association Series 2014-1 (the "Bank"“Company”), proposes CEF Equipment Holding, L.L.C. (“CEFEH” or the “Depositor”) and General Electric Capital Corporation (“GECC”), as sponsor, propose to form Chase Manhattan Auto Owner Trust 200_-_ cause the sale of the GE Equipment Transportation LLC, Series 2014-1 Asset Backed Notes, consisting of the Class A-1, Class A-2, Class A-3 and Class A-4 Notes (collectively, the “Class A Notes”), the Class B Notes (the "Trust"“Class B Notes”) to sell $___________ aggregate principal amount of ____% Asset Backed Certificates and the Class C Notes (the "Certificates"“Class C Notes” and together with the Class A Notes and the Class B Notes, the “Notes”), each representing a fractional undivided interest in the Trust. The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates Notes will be issued pursuant to the Amended and Restated Trust Agreement to be an Indenture, dated as of _________ __June 18, 200_ 2014 (as amended and supplemented from time to time, the "Trust Agreement"“Indenture”), between the Bank Company and ____________Citibank, as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $_____________ aggregate principal amount of Class A-1 ____% Asset Backed Notes (the "Class A-1 Notes"), $_____________ aggregate principal amount of Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $_____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"), pursuant to the Indenture to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Indenture"), between the Trust and _________________, _____________N.A., as indenture trustee (the "“Indenture Trustee"), which will be sold pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Note Underwriters"”). The Notes and the Certificates are sometimes referred to collectively herein as the "Securities"will be issued in an aggregate initial principal amount of $726,900,000. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Sale and Servicing Agreement to be dated as of ____________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Certificates from the Bank by the several underwriters named in The Notes specified on Schedule I hereto (the "“Subject Notes”) are being purchased severally and not jointly by the entities specified therein (each an “Underwriter,” and together the “Underwriters"”). The Notes will be secured by the Collateral, including without limitation, a pool of equipment loans primarily secured by transportation equipment and the related security interests therein (collectively, the “Loans”) and a special unit of beneficial interest (the “Series 2014-1 SUBI”) in a portfolio of TRAC leases of new or used titled transportation equipment and the related equipment (collectively, the “Leases”) and related titled equipment allocated to a special unit of beneficial ownership in GE TF Trust, a Delaware statutory trust (the “Titling Trust”) designated as the “Series 2014-1 SUBI” (the “Series 2014-1 SUBI”) and the certificate issued in evidence thereof (the “Series 2014-1 SUBI Certificate”). Pursuant to a Receivables Sale Agreement, dated as of June [__], 2014, among the Depositor, GE Capital Title Holding Corp. (“GE Title”) and GECC, GECC will sell, transfer and convey, without recourse, all of its right, title and interest in the Loans and related assets to the Depositor, and GE Title will sell the Series 2014-1 SUBI Certificate to the Depositor. Pursuant to a Receivables Purchase and Sale Agreement, dated as of June 18, 2014, between the Depositor and the Company, the Depositor will sell, transfer and convey to the Company, without recourse, all of its right, title and interest in the Series 2014-1 SUBI Certificate, the Loans and related assets. Pursuant to the Amended and Restated Servicing Agreement, dated as of June 18, 2014 (the “Servicing Agreement”) among GECC, as servicer, the Titling Trust and the Company, GECC will service the Loans and the Leases and manage the related equipment. The Titling Trust was created to take assignments and conveyances of, and to hold in trust, various lease contracts of vehicles, the related vehicles and certain related assets (collectively, the “Titling Trust Assets”). The Titling Trust was created and is governed by an Amended and Restated Trust Agreement, dated as of April 30, 2012 (the “Titling Trust Agreement”), for whom _______________ is acting among GE Title (in its capacity as representative settlor, the “Settlor”; or in its capacity as initial beneficiary, the “Initial Beneficiary”), and Wilmington Trust Company, as UTI trustee (in such capacity, the “UTI Trustee”), as administrative trustee (in such capacity, the “Administrative Trustee”), and as Delaware Trustee (in such capacity, the “Delaware Trustee”). The Series 2014-1 SUBI Certificate will be issued pursuant to a supplement to the Origination Trust Agreement, dated as of June 18, 2014 (the "Representative"“SUBI Supplement”), between GE Title, as Settlor and Initial Beneficiary and Wilmington Trust Company, as Administrative Trustee, Delaware Trustee, UTI Trustee, and trustee with respect to the Series 2014-1 SUBI (in such capacity, the “SUBI Trustee” and, together with the UTI Trustee, Delaware Trustee and Administrative Trustee, the “Titling Trust Trustees”). Pursuant to the Management Services Agreement dated as of April 30, 2012 (the “Titling Trust Management Agreement”), among the Titling Trust, GE Title, as manager and GECC, GE Title will perform certain managerial and administrative services on behalf of the Titling Trust. Pursuant to the Administration Agreement dated as of February 10, 2012 (the “Titling Trust Administration Agreement”), between GE Title Agent LLC, as collateral agent (the “Titling Trust Collateral Agent”) and GECC, as administrator (the “Titling Trust Administrator”), GECC will perform certain managerial and administrative services on behalf of the Titling Trust Collateral Agent. Pursuant to the Amended and Restated Collateral Agency Agreement dated as of April 30, 2012 (the “Collateral Agency Agreement”), among the Titling Trust, the Titling Trust Collateral Agent and GECC, the Titling Trust Collateral Agent is appointed as collateral agent of the assets of the Titling Trust. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Indenture. The Class A-1 Notes shall bear interest at 0.20000% per annum, the Class A-2 Notes shall bear interest at 0.55% per annum, the Class A-3 Notes shall bear interest at 0.97% per annum, the Class A-4 Notes shall bear interest at 1.48% per annum, the Class B Notes shall bear interest at 1.90% per annum and the Class C Notes shall bear interest at 2.06% per annum.

Introductory. Chase Manhattan Bank USA, National AssociationAmerican Honda Receivables LLC, a national banking association Delaware limited liability company (the "Bank"“Company”), proposes proposes, subject to form Chase Manhattan the terms and conditions stated herein, to cause the Honda Auto Receivables 2023-2 Owner Trust 200_-_ (the "“Trust"”) to sell issue $___________ 370,980,000 aggregate principal amount of ____5.498% Asset Backed Certificates Notes, Class A-1 (the "Certificates"“Class A-1 Notes”), each representing a fractional undivided interest in the Trust. The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement to be dated as of _________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and ____________, as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $_____________ 615,480,000 aggregate principal amount of Class A-1 ____5.41% Asset Backed Notes Notes, Class A-2 (the "“Class A-1 A-2 Notes"”), $_____________ 495,480,000 aggregate principal amount of Class A-2 ____4.93% Asset Backed Notes Notes, Class A-3 (the "“Class A-2 A-3 Notes"), ”) and $_____________ 97,008,000 aggregate principal amount of Class A-3 ____4.91% Asset Backed Notes Notes, Class A-4 (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "“Class A-4 Notes" and, ” and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "“Notes"”) and the Company proposes to sell a portion of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, such Notes, the “Underwritten Notes” (as set forth on Schedule A) to the several underwriters set forth on Schedule A (each, an “Underwriter”), for which Barclays Capital Inc., ▇.▇. ▇▇▇▇▇▇ Securities LLC, TD Securities (USA) LLC and ▇▇▇▇▇ Fargo Securities, LLC are each acting as a representative (in such capacity, each a “Representative” and collectively, the “Representatives”), pursuant to the Indenture terms of this underwriting agreement dated May 23, 2023 by and among the Company, American Honda Finance Corporation (“AHFC”) and the Representatives (this “Agreement”). The Notes will be issued pursuant to be the Indenture, dated as of __________ __May 30, 200_ 2023 (as amended and supplemented from time to time, the "“Indenture"”), between the Trust and _________________U.S. Bank Trust Company, _____________, as indenture trustee National Association (the "“Indenture Trustee"), which will be sold pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Note Underwriters"”). The Notes and the Certificates are sometimes referred to collectively herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Sale and Servicing Agreement to be dated as of ____________ __, 200_ (as amended and supplemented from time to timeTrust, the "Sale Company and Servicing Agreement"AHFC, as sponsor (in such capacity, the “Sponsor”), between hereby confirm their agreement with the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement Underwriters concerning the purchase of the Certificates Underwritten Notes from the Bank Trust by the several underwriters named Underwriters. The Sponsor or a “majority-owned affiliate” of the Sponsor (as such term is defined in Schedule I hereto Regulation RR, 17 C.F.R. §246.1 et seq. (the "Underwriters"“Risk Retention Rules”) promulgated under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”)), for whom _______________ is acting as representative intends to retain an amount equal to at least 5% of the initial principal amount of each class of the Notes (the "Representative"“Retained Interest”), pursuant to the requirements of the final rules contained in the Risk Retention Rules. Concurrently with the issuance of the Notes and sale of the Underwritten Notes as contemplated herein, the Trust will issue $40,502,150.82 aggregate principal amount of certificates of beneficial interest (the “Certificates”), each representing an interest in the Owner Trust Estate. The Company will retain the Certificates. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement, dated May 30, 2023 (the “Trust Agreement”), among the Company, The Bank of New York Mellon, as owner trustee (in such capacity, the “Owner Trustee”) and BNY Mellon Trust of Delaware, as Delaware trustee (in such capacity, the “Delaware Trustee”). The Certificates are subordinated to the Notes. The assets of the Trust will include, among other things, a pool of retail installment sale contracts secured by new and used Honda and Acura motor vehicles (including automobiles and light-duty trucks) (the “Receivables”) and certain monies due thereunder on or after May 1, 2023 (the “Cutoff Date”), such Receivables to be sold to the Trust by the Company and to be serviced for the Trust by AHFC (or, in its capacity as servicer, the “Servicer”). The Trust will provide for the review of the Receivables for compliance with representations and warranties made about them in certain circumstances under an asset representations review agreement, dated as of May 30, 2023 (the “Asset Representations Review Agreement”) among the Trust, AHFC and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”).

Introductory. Chase Manhattan Bank USA, National AssociationCNH Capital Receivables LLC, a national banking association Delaware limited liability company (the "Bank"“Seller”), proposes to form Chase Manhattan Auto Owner cause CNH Equipment Trust 200_-_ 2014-B (the "“Trust"”) to issue and sell $___________ aggregate 188,000,000 principal amount of ____0.19% Class A-1 Asset Backed Certificates Notes (the "Certificates"“Class A-1 Notes”); $315,000,000 principal amount of 0.48% Class A-2 Asset Backed Notes (the “Class A-2 Notes”); $310,000,000 principal amount of 0.91% Class A-3 Asset Backed Notes (the “Class A-3 Notes”); $164,070,000 principal amount of 1.61% Class A-4 Asset Backed Notes (the “Class A-4 Notes”, and collectively, the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the “Class A Notes”); and $22,497,000 principal amount of 1.93% Class B Asset Backed Notes (the “Class B Notes” and, together with the Class A Notes, the “Notes”) to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), each representing a fractional undivided interest in for whom you are acting as representatives (the Trust“Representatives”). The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates Notes will be issued pursuant to the Amended and Restated Trust Agreement Indenture to be dated as of _________ __May 1, 200_ 2014 (as amended and supplemented from time to time, the "Trust Agreement"“Indenture”), between the Trust and Deutsche Bank and ____________Trust Company Americas, as owner indenture trustee (the "Owner “Indenture Trustee"”). The assets of the Trust include, among other things, a pool of fixed rate retail installment sale contracts and retail installment loans (the “Receivables”) secured by new or used agricultural or construction equipment and the related security interests in the equipment financed thereby. The Receivables were sold to the Trust by the Seller. The Receivables are serviced for the Trust by New Holland Credit Company, LLC, a Delaware limited liability company (“New Holland”). Simultaneously with the issuance and sale of the Certificates Notes as contemplated hereinin this Agreement, the Trust will issue $_____________ aggregate principal amount of Class A-1 ____% Asset Backed Notes to the Seller certificates representing fractional undivided equity interests in the Trust (the "Class A-1 Notes"), $_____________ aggregate principal amount of Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $_____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"), pursuant to the Indenture to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Indenture"), between the Trust and _________________, _____________, as indenture trustee (the "Indenture Trustee"), which will be sold pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Note Underwriters"“Certificates”). The Notes and the Certificates are sometimes referred to collectively herein as the "“Securities". .” Capitalized terms used and not otherwise defined herein shall have the meanings assigned ascribed to such terms them in the Sale and Servicing Agreement to be dated as of ____________ __May 1, 200_ 2014 (as amended and supplemented from time to time, the "“Sale and Servicing Agreement"”), among the Trust, the Seller and New Holland, as servicer, or, if not defined therein, in the Indenture or the Trust Agreement dated as of May 1, 2014 (as amended and supplemented from time to time, the “Trust Agreement”), between the Seller and Wilmington Trust and the BankCompany, as Seller and Servicertrustee (the “Trustee”). This is At or prior to confirm the agreement concerning the purchase time when sales to purchasers of the Certificates from the Bank Notes were first made to investors by the several underwriters named in Schedule I hereto Underwriters, which was approximately 4:30 p.m. (New York time) on June 3, 2014 (the "Underwriters"“Time of Sale”), for whom _______________ is acting as representative the Seller had prepared the following information (collectively, the “Time of Sale Information”): the preliminary prospectus supplement dated May 29, 2014 (the "Representative"“Preliminary Prospectus Supplement”) to the base prospectus dated May 29, 2014 (the “Base Prospectus”) (together, along with information referred to under the caption “Annex A—Static Pool Data” therein, the “Preliminary Prospectus”) and the free writing prospectus dated May 29, 2014 (the “Initial Free Writing Prospectus”) in the form filed with the Securities and Exchange Commission (the “Commission”) on May 29, 2014. If, subsequent to the Time of Sale and prior to the Closing Date (as defined below), such information included an untrue statement of 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, not misleading, and as a result investors in the Notes may terminate their old “Contracts of Sale” (within the meaning of Rule 159 under the Securities Act of 1933, as amended (the “Act”)) for any Notes and the Underwriters enter into new Contracts of Sale with investors in the Notes, then “Time of Sale Information” will refer to the information conveyed to investors at the time of entry into the first such new Contract of Sale, in an amended Preliminary Prospectus approved by the Seller and the Representatives that corrects such material misstatements or omissions (a “Corrected Prospectus”) and “Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into.

Introductory. Chase Manhattan Bank USA, National AssociationCNH Capital Receivables LLC, a national banking association Delaware limited liability company (the "Bank"“Seller”), proposes to form Chase Manhattan Auto Owner cause CNH Equipment Trust 200_-_ 20XX-Y (the "“Trust"”) to issue and sell $___________ aggregate $ principal amount of ____% Class A-1 Asset Backed Certificates Notes (the "Certificates"“A-1 Notes”); $ principal amount of % Class A-2 Asset Backed Notes (the “A-2 Notes”); $ principal amount of % Class A-3 Asset Backed Notes (the “A-3 Notes”); $ principal amount of % Class A-4a Asset Backed Notes (the “A-4a Notes”), each representing a fractional undivided interest $ principal amount of Floating Rate Class A-4b Asset Backed Notes (the “A-4b Notes”, together with the A-4a Notes, the “A-4 Notes”) and $ principal amount of % Class B Asset Backed Notes (the “B Notes”, and collectively with the A-1 Notes, the A-2 Notes, the A-3 Notes and the A-4 Notes, the “Notes”) to the several underwriters named in Schedule I hereto (collectively, the Trust“Underwriters”), for whom you are acting as representatives (the “Representatives”). The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates Notes will be issued pursuant to the Amended and Restated Trust Agreement Indenture to be dated as of _________ __[Month Day], 200_ 20XX (as amended and supplemented from time to time, the "Trust Agreement"“Indenture”), between the Trust and [The Bank and ____________of New York Mellon Trust Company, N.A.], as owner indenture trustee (the "Owner “Indenture Trustee"”). Simultaneously with the issuance and sale The assets of the Certificates as contemplated hereinTrust include, among other things, [a pool of fixed rate retail installment sale contracts, consumer installment loans and retail installment loans] (the “Receivables”) secured by [new or used agricultural, construction or other] equipment and the related security interests in the equipment financed thereby. The Receivables were sold to the Trust will issue $_____________ aggregate principal amount by the Seller. The Receivables are serviced for the Trust by New Holland Credit Company, LLC, a Delaware limited liability company (“New Holland”). New Holland has appointed [Systems & Services Technologies, Inc. (“SST”)] to act as backup servicer of Class A-1 ____% Asset Backed Notes (the "Class A-1 Notes"), $_____________ aggregate principal amount of Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $_____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"), Receivables pursuant to the Indenture to be Backup Servicing Agreement, dated as of __________ __[Month Day], 200_ 20XX (as amended and supplemented from time to time, the "Indenture")“Backup Servicing Agreement”) among the Seller, between the Trust and _________________, _____________New Holland, as indenture trustee (servicer, the "Trust, [SST], as backup servicer, and the Indenture Trustee"), which will be sold pursuant to an underwriting agreement dated . Simultaneously with the date hereof (issuance and sale of the "Note Underwriting Agreement"; together with Notes as contemplated in this Agreement, the "Underwriting Agreements") among Trust will issue to the Bank and Seller [certificates] representing fractional undivided equity interests in the underwriters named therein Trust (the "Note Underwriters"“Certificates”). The Notes and the Certificates are sometimes referred to collectively herein as the "“Securities". .” Capitalized terms used and not otherwise defined herein shall have the meanings assigned ascribed to such terms them in the Sale and Servicing Agreement to be dated as of ____________ __[Month Day], 200_ 20XX (as amended and supplemented from time to time, the "“Sale and Servicing Agreement"”), among the Trust, the Seller and New Holland, as servicer, or, if not defined therein, in the Indenture or the Trust Agreement dated as of [Month Day], 20XX (as amended and supplemented from time to time, the “Trust Agreement”), between the Seller and [Wilmington Trust and the BankCompany], as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Certificates from the Bank by the several underwriters named in Schedule I hereto trustee (the "Underwriters"), for whom _______________ is acting as representative (the "Representative"“Trustee”).

Introductory. Chase Manhattan Bank USA, National AssociationDaimler Trust Leasing LLC, a national banking association Delaware limited liability company (the "Bank"“Depositor”), proposes to form Chase Manhattan cause Mercedes-Benz Auto Owner Lease Trust 200_-_ 20[__]-[_] (the "Trust"“Issuing Entity”) to sell issue $___________ aggregate [●] principal amount of ____Class A-1 [●]% Asset Backed Certificates Notes (the "Certificates"“Class A-1 Notes”), each representing $[●] principal amount of [[Class A-2A [●]%] [Class A-2B Floating Rate]] Asset Backed Notes (the “Class A-2 Notes”), $[●] principal amount of Class A-3 [●]% Asset Backed Notes (the “Class A-3 Notes”), $[●] principal amount of Class A-4 [●]% Asset Backed Notes (the “Class A-4 Notes”) and $[●] principal amount of Class B [●]% Asset Backed Notes, (the “Class B Notes”, and together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the “Notes”) and to sell [a fractional undivided interest portion of] the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes, in the Trustrespective amounts listed on Schedule I hereto (the “Underwritten Notes”), to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”). The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates Notes will be issued pursuant to the Amended and Restated Trust Agreement to be dated as of _________ __, 200_ an Indenture (as amended and supplemented from time to time, the "Trust Agreement"“Indenture”), between the Bank and dated as of [________], 20[____], between the Issuing Entity and [●], as owner indenture trustee (in such capacity, the "Owner “Indenture Trustee"”). The assets of the Issuing Entity will include, among other things, the 20[__]-[_] Exchange Note (as defined below) backed by a pool of new Mercedes-Benz passenger car and sport utility vehicle [and smart automobile] leases and the related leased vehicles. Simultaneously with the issuance and sale of the Certificates Underwritten Notes as contemplated herein, the Trust will issue $_____________ aggregate principal amount of Class A-1 ____% Asset Backed Notes (the "Class A-1 Notes"), $_____________ aggregate principal amount of Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $_____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"), pursuant to the Indenture to be dated as of __________ __, 200_ an Amended and Restated Trust Agreement (as amended and supplemented from time to time, the "Indenture"“Trust Agreement”), between the Trust and dated [________], 20[__], between the Depositor and [●], as owner trustee (in such capacity, the “Owner Trustee”), the Issuing Entity will issue asset backed certificates (the “Certificates”), each such Certificate representing a fractional undivided beneficial interest in the Issuing Entity, to the Depositor. Daimler Trust, the titling trust (the “Titling Trust”) is governed by the Second Amended and Restated Trust Agreement (as amended and supplemented from time to time, the “Titling Trust Agreement”), dated as of April 1, 2008, among Mercedes-Benz Financial Services USA LLC (f/k/a DCFS USA LLC) (“MBFS USA”), as titling trust administrator, Daimler Trust Holdings LLC, as initial beneficiary (the “Initial Beneficiary”) and BNY Mellon Trust of Delaware ((f/k/a BNYM (Delaware) (f/k/a The Bank of New York (Delaware)), as trustee (the “Titling Trustee”). On [________], 20[__] (the “20[__]-[_] Closing Date”), the Titling Trust, as borrower (the “Borrower”) shall, pursuant to (i) that certain Amended and Restated Collateral Agency Agreement (as amended and supplemented from time to time, the “Basic Collateral Agency Agreement”), dated as of March 1, 2009, among the Borrower, MBFS USA, as lender (in such capacity, the “Lender”) and as servicer (in such capacity, the “Servicer”), U.S. Bank Trust National Association, as administrative agent (the “Administrative Agent”) and Daimler Title Co., as collateral agent (the “Collateral Agent”) and (ii) a 20[__]-[_] Exchange Note Supplement (as amended and supplemented from time to time, the “Exchange Note Supplement”), dated as of [________], 20[__], among the Borrower, the Administrative Agent, the Collateral Agent, the Lender, the Servicer and the Indenture Trustee, issue a 20[__]-[_] Exchange Note (the “20[__]-[_] Exchange Note”) to the Lender evidencing the Borrower’s payment obligations in respect of certain advances made by the Lender to the Borrower. Amounts due on the 20[__]-[_] Exchange Note shall be paid from collections on the Titling Trust Assets allocated to the 20[__]-[_] Reference Pool as of the close of business on [________], as indenture trustee 20[__] (the "Indenture Trustee"), which will be sold pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Note Underwriters"“20[__]-[_] Cutoff Date”). The Notes Lender will sell the 20[__]-[_] Exchange Note to the Depositor pursuant to a First-Tier Sale Agreement (as amended and supplemented from time to time, the “First-Tier Sale Agreement”), dated as of [________], 20[__], between the Lender and the Certificates are sometimes referred Depositor, and the Depositor will sell the 20[__]-[_] Exchange Note to collectively herein the Issuing Entity pursuant to a Second-Tier Sale Agreement (as amended and supplemented from time to time, the "Securities"“Second-Tier Sale Agreement”), dated as of [________], 20[__], between the Depositor and the Issuing Entity. MBFS USA will continue to service the Titling Trust Assets allocated to the 20[__]-[_] Reference Pool pursuant to a 20[__]-[_] Servicing Supplement (as amended and supplemented from time to time, the “20[__]-[_] Servicing Supplement”), dated as of [________], 20[__], among the Servicer, the Lender, the Borrower and the Collateral Agent, which supplements that certain Amended and Restated Servicing Agreement (as amended and supplemented from time to time, the “Basic Servicing Agreement”), dated as of March 1, 2009, among the Lender, the Servicer, the Borrower and the Collateral Agent. The asset representations review will be performed by the Asset Representations Reviewer (as defined below) under an Asset Representations Review Agreement (the “Asset Representations Review Agreement”) dated as of [________], 20[__] among [●], a Delaware limited liability company, as asset representations reviewer (the “Asset Representations Reviewer”), the Issuing Entity and MBFS USA, as Administrator and Servicer. Capitalized terms used and not otherwise defined herein shall have the meanings assigned ascribed to such terms them in Appendix 1 to the Sale and Servicing Agreement Exchange Note Supplement or, if not defined therein, in Appendix A to be dated as of ____________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Basic Collateral Agency Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Certificates from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom _______________ is acting as representative (the "Representative").

Introductory. Chase Manhattan Bank USA, National AssociationAmerican Honda Receivables LLC, a national banking association Delaware limited liability company (the "Bank"“Company”), proposes proposes, subject to form Chase Manhattan the terms and conditions stated herein, to cause the Honda Auto Receivables 2022-2 Owner Trust 200_-_ (the "“Trust"”) to sell issue $___________ 239,000,000 aggregate principal amount of ____3.120% Asset Backed Certificates Notes, Class A-1 (the "Certificates"“Class A-1 Notes”), each representing a fractional undivided interest in the Trust. The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement to be dated as of _________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and ____________, as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $_____________ 354,000,000 aggregate principal amount of Class A-1 ____3.81% Asset Backed Notes Notes, Class A-2 (the "“Class A-1 A-2 Notes"”), $_____________ 354,000,000 aggregate principal amount of Class A-2 ____3.73% Asset Backed Notes Notes, Class A-3 (the "“Class A-2 A-3 Notes"), ”) and $_____________ 105,640,000 aggregate principal amount of Class A-3 ____3.76% Asset Backed Notes Notes, Class A-4 (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "“Class A-4 Notes" and, ” and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "“Notes"”) and the Company proposes to sell a portion of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, such Notes, the “Underwritten Notes” (as set forth on Schedule A) to the several underwriters set forth on Schedule A (each, an “Underwriter”), for which MUFG Securities Americas Inc., Barclays Capital Inc., BofA Securities, Inc. and SG Americas Securities, LLC are each acting as a representative (in such capacity, each a “Representative” and collectively, the “Representatives”), pursuant to the Indenture terms of this underwriting agreement dated August 24, 2022 by and among the Company, American Honda Finance Corporation (“AHFC”) and the Representatives (this “Agreement”). The Notes will be issued pursuant to be the Indenture, dated as of __________ __August 24, 200_ 2022 (as amended and supplemented from time to time, the "“Indenture"”), between the Trust and _________________U.S. Bank Trust Company, _____________, as indenture trustee National Association (the "“Indenture Trustee"), which will be sold pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Note Underwriters"”). The Notes and the Certificates are sometimes referred to collectively herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Sale and Servicing Agreement to be dated as of ____________ __, 200_ (as amended and supplemented from time to timeTrust, the "Sale Company and Servicing Agreement"AHFC, as sponsor (in such capacity, the “Sponsor”), between hereby confirm their agreement with the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement Underwriters concerning the purchase of the Certificates Underwritten Notes from the Bank Trust by the several underwriters named Underwriters. The Sponsor or a “majority-owned affiliate” of the Sponsor (as such term is defined in Schedule I hereto Regulation RR, 17 C.F.R. §246.1 et seq. (the "Underwriters"“Risk Retention Rules”) promulgated under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”)), for whom _______________ is acting as representative intends to retain an amount equal to at least 5% of the initial principal amount of each class of the Notes (the "Representative"“Retained Interest”), pursuant to the requirements of the final rules contained in the Risk Retention Rules. Concurrently with the issuance of the Notes and sale of the Underwritten Notes as contemplated herein, the Trust will issue $26,992,920.07 aggregate principal amount of certificates of beneficial interest (the “Certificates”), each representing an interest in the Owner Trust Estate. The Company will retain the Certificates. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement, dated August 24, 2022 (the “Trust Agreement”), among the Company, The Bank of New York Mellon, as owner trustee (in such capacity, the “Owner Trustee”) and BNY Mellon Trust of Delaware, as Delaware trustee (in such capacity, the “Delaware Trustee”). The Certificates are subordinated to the Notes. The assets of the Trust will include, among other things, a pool of retail installment sale contracts secured by new and used Honda and Acura motor vehicles (including automobiles and light-duty trucks) (the “Receivables”) and certain monies due thereunder on or after August 1, 2022 (the “Cutoff Date”), such Receivables to be sold to the Trust by the Company and to be serviced for the Trust by AHFC (or, in its capacity as servicer, the “Servicer”). The Trust will provide for the review of the Receivables for compliance with representations and warranties made about them in certain circumstances under an asset representations review agreement, dated as of August 24, 2022 (the “Asset Representations Review Agreement”) among the Trust, AHFC and C▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”).

Introductory. Chase Manhattan Bank USA, National AssociationAmerican Honda Receivables LLC, a national banking association Delaware limited liability company (the "Bank"“Company”), proposes proposes, subject to form Chase Manhattan the terms and conditions stated herein, to cause the Honda Auto Receivables 2023-1 Owner Trust 200_-_ (the "“Trust"”) to sell issue $___________ 361,600,000 aggregate principal amount of ____5.016% Asset Backed Certificates Notes, Class A-1 (the "Certificates"“Class A-1 Notes”), each representing a fractional undivided interest in the Trust. The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement to be dated as of _________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and ____________, as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $_____________ 576,200,000 aggregate principal amount of Class A-1 ____5.22% Asset Backed Notes Notes, Class A-2 (the "“Class A-1 A-2 Notes"”), $_____________ 504,200,000 aggregate principal amount of Class A-2 ____5.04% Asset Backed Notes Notes, Class A-3 (the "“Class A-2 A-3 Notes"), ”) and $_____________ 136,950,000 aggregate principal amount of Class A-3 ____4.97% Asset Backed Notes Notes, Class A-4 (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "“Class A-4 Notes" and, ” and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "“Notes"”) and the Company proposes to sell a portion of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, such Notes, the “Underwritten Notes” (as set forth on Schedule A) to the several underwriters set forth on Schedule A (each, an “Underwriter”), for which Citigroup Global Markets Inc., BNP Paribas Securities Corp., Deutsche Bank Securities Inc. and Mizuho Securities USA LLC are each acting as a representative (in such capacity, each a “Representative” and collectively, the “Representatives”), pursuant to the Indenture terms of this underwriting agreement dated February 16, 2023 by and among the Company, American Honda Finance Corporation (“AHFC”) and the Representatives (this “Agreement”). The Notes will be issued pursuant to be the Indenture, dated as of __________ __February 24, 200_ 2023 (as amended and supplemented from time to time, the "“Indenture"”), between the Trust and _________________Citibank, _____________, as indenture trustee N.A. (the "“Indenture Trustee"), which will be sold pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Note Underwriters"”). The Notes and the Certificates are sometimes referred to collectively herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Sale and Servicing Agreement to be dated as of ____________ __, 200_ (as amended and supplemented from time to timeTrust, the "Sale Company and Servicing Agreement"AHFC, as sponsor (in such capacity, the “Sponsor”), between hereby confirm their agreement with the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement Underwriters concerning the purchase of the Certificates Underwritten Notes from the Bank Trust by the several underwriters named Underwriters. The Sponsor or a “majority-owned affiliate” of the Sponsor (as such term is defined in Schedule I hereto Regulation RR, 17 C.F.R. §246.1 et seq. (the "Underwriters"“Risk Retention Rules”) promulgated under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”)), for whom _______________ is acting as representative intends to retain an amount equal to at least 5% of the initial principal amount of each class of the Notes (the "Representative"“Retained Interest”), pursuant to the requirements of the final rules contained in the Risk Retention Rules. Concurrently with the issuance of the Notes and sale of the Underwritten Notes as contemplated herein, the Trust will issue $40,473,906.70 aggregate principal amount of certificates of beneficial interest (the “Certificates”), each representing an interest in the Owner Trust Estate. The Company will retain the Certificates. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement, dated February 24, 2023 (the “Trust Agreement”), among the Company, The Bank of New York Mellon, as owner trustee (in such capacity, the “Owner Trustee”) and BNY Mellon Trust of Delaware, as Delaware trustee (in such capacity, the “Delaware Trustee”). The Certificates are subordinated to the Notes. The assets of the Trust will include, among other things, a pool of retail installment sale contracts secured by new and used Honda and Acura motor vehicles (including automobiles and light-duty trucks) (the “Receivables”) and certain monies due thereunder on or after February 1, 2023 (the “Cutoff Date”), such Receivables to be sold to the Trust by the Company and to be serviced for the Trust by AHFC (or, in its capacity as servicer, the “Servicer”). The Trust will provide for the review of the Receivables for compliance with representations and warranties made about them in certain circumstances under an asset representations review agreement, dated as of February 24, 2023 (the “Asset Representations Review Agreement”) among the Trust, AHFC and C▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”).

Introductory. Chase Manhattan Bank USA, National AssociationWorld Omni Auto Leasing LLC, a national banking association Delaware limited liability company (the "Bank"“Depositor”), proposes and World Omni Financial Corp., a Florida corporation (“World Omni”), hereby confirm their respective agreements with you (collectively, the “Underwriters”), that the Depositor will sell to form Chase Manhattan Auto Owner Trust 200_-_ (the "Trust") to sell Underwriters $___________ 99,210,000 aggregate principal amount of ____0.30137% Asset Backed Certificates Notes, Class A-1 (the "Certificates"“Class A-1 Notes”), each representing $249,050,000 aggregate principal amount of 0.81% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), $249,450,000 aggregate principal amount of 1.49% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”), $86,660,000 aggregate principal amount of 1.78% Asset Backed Notes, Class A-4 (the “Class A-4 Notes”) and $32,390,000 aggregate principal amount of 2.10% Asset Backed Notes, Class B (the “Class B Notes”) of World Omni Automobile Lease Securitization Trust 2011-A (the “Trust”) on the Closing Date (as defined below) pursuant to the terms and conditions herein contained. The Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and the Class B Notes are collectively referred to herein as the “Notes”. The Notes will be issued pursuant to an Indenture (as amended, restated, modified or supplemented from time to time, the “Indenture”), to be dated as of the Closing Date, between the Trust and The Bank of New York Mellon, as indenture trustee (in such capacity, the “Indenture Trustee”). The Depositor will retain the asset backed certificates (the “Certificates”) issued pursuant to a fractional undivided interest trust agreement, to be dated as of the Closing Date, between the Depositor and U.S. Bank Trust National Association, as owner trustee (in such capacity, the “Owner Trustee”) (as amended, restated, modified or supplemented from time to time, the “Trust Agreement”). The Certificates will be subordinated to the Notes to the extent described in the TrustBasic Documents (as defined below). The Notes will be secured by the assets of the Trust which will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date Exchange Note (as hereinafter defineddefined below). On the Closing Date, such Receivables to be transferred to the Trust and serviced by the BankWorld Omni LT (“WOLT”) shall, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates will be issued pursuant to the (i) that certain Fourth Amended and Restated Trust Agreement to be Collateral Agency Agreement, dated as of _________ __December 15, 200_ 2009, as amended, by and among WOLT, Auto Lease Finance LLC (“ALF”), AL Holding Corp. (the “Closed-End Collateral Agent”), Bank of America, N.A. (the “Deal Agent”), U.S. Bank National Association (the “Closed-End Administrative Agent”) and the secured parties from time to time named therein (as amended and amended, restated, modified or supplemented from time to time, the "Trust “Collateral Agency Agreement"), between the Bank and ____________, as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $_____________ aggregate principal amount of Class A-1 ____% Asset Backed Notes (the "Class A-1 Notes"), $_____________ aggregate principal amount of Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $_____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes"”) and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" andii) a 2011-A Exchange Note Supplement to Collateral Agency Agreement, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"), pursuant to the Indenture to be dated as of __________ __the Closing Date, 200_ by and among ▇▇▇▇, ▇▇▇, the Closed-End Collateral Agent and the Closed-End Administrative Agent (as amended and amended, restated, modified or supplemented from time to time, the "Indenture"“Exchange Note Supplement”), issue a closed-end exchange note (the “Exchange Note”) to ALF evidencing WOLT’s payment obligations in respect of certain Advances acquired by ▇▇▇ from the Warehouse Facility Lenders under the respective Warehouse Facilities and certain additional advances made by ▇▇▇ to WOLT. Amounts due on the Exchange Note will be paid from the cash flow from a pool of new automobile and light-duty truck leases and the related leased vehicles and certain monies due or received thereunder after April 8, 2011 (the “Cutoff Date”). ▇▇▇ will sell the Exchange Note to the Depositor pursuant to an Exchange Note Sale Agreement, to be dated as of the Closing Date, between ALF and the Depositor (as amended, restated, modified or supplemented from time to time, the “Exchange Note Sale Agreement”). The Exchange Note will be transferred by the Depositor to the Trust pursuant to an Exchange Note Transfer Agreement, to be dated as of the Closing Date, between the Depositor and the Trust (as amended, restated, modified or supplemented from time to time, the “Exchange Note Transfer Agreement”). World Omni will continue to service the Transaction Units after the issuance of the Exchange Note pursuant to an Exchange Note Servicing Supplement 2011-A to Closed-End Servicing Agreement, to be dated as of the Closing Date, among World Omni, WOLT and _________________the Closed-End Collateral Agent (as amended, _____________restated, as indenture trustee (modified or supplemented from time to time, the "Indenture Trustee"“Exchange Note Servicing Supplement”), which will be sold pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement"; together with this supplements that certain Fifth Amended and Restated Servicing Agreement, the "Underwriting Agreements") dated as of December 15, 2009, among the Bank World Omni, as closed-end servicer, WOLT, as titling trust, and the underwriters named therein Closed-End Collateral Agent (as amended, restated, modified or supplemented from time to time, including as supplemented by the "Exchange Note Underwriters"Servicing Supplement, the “Servicing Agreement”). The Notes and the Certificates are sometimes referred to collectively herein as the "Securities". Capitalized terms used and herein that are not otherwise defined herein shall have the meanings assigned ascribed thereto in (i) Appendix A to such terms the Indenture or (ii) if not defined therein, in Appendix A to the Collateral Agency Agreement. As used herein, the term “Basic Documents” refers to the Indenture, the Collateral Agency Agreement, the Closed-End Administration Agreement, the Titling Trust Agreement, the Intercreditor Agreement, the Master Exchange Agreement, the Exchange Note Supplement, the Exchange Note Sale and Agreement, the Exchange Note Transfer Agreement, the Security Agreement, the Servicing Agreement Agreement, the Administration Agreement, to be dated as of ____________ __the Closing Date, 200_ (by and among the Trust, World Omni, as amended administrator, and supplemented from time the Indenture Trustee and the Issuer Letter of Representations, to time, be dated as of the "Sale and Servicing Agreement")Closing Date, between the Trust and The Depository Trust Company. At or prior to the Banktime when sales (including any contracts of sale) of the Notes were first made to investors by the Underwriters, which shall be deemed to be 12:10 p.m. on April 27, 2011, (the “Time of Sale”), the Depositor had prepared the following information (together, as Seller a whole, the “Time of Sale Information”): (i) the preliminary prospectus supplement dated April 18, 2011, and Servicer. This is the base prospectus dated April 18, 2011 (together, along with any information referred to confirm under the agreement concerning caption “Static Pool Information” therein, the purchase “Preliminary Prospectus”), and (ii) each “free writing prospectus” (as defined pursuant to Rule 405 of the Certificates from the Bank by the several underwriters named in Schedule I hereto Securities Act of 1933, as amended (the "Underwriters"), for whom _______________ is acting as representative (the "Representative").the

Introductory. WFN Credit Company, LLC (“WFN LLC”) proposes to cause World Financial Network Credit Card Master Note Trust (the “Issuer”) to issue $120,750,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A Fixed Rate Asset Backed Notes, Series 2008-B (the “Class A Notes”), $5,732,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Fixed Rate Asset Backed Notes, Series 2008-B (the “Class M Notes”), $7,260,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Fixed Rate Asset Backed Notes, Series 2008-B (the “Class B Notes”), and $19,106,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Fixed Rate Asset Backed Notes, Series 2008-B (the “Class C Notes”) (collectively, the Class A Notes, the Class M Notes, the Class B Notes and the Class C Notes are the “Notes”). The Class A Notes and the Class M Notes are referred to herein, collectively, as the “Underwritten Notes”. The representatives of the Underwriters may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a Delaware statutory trust formed pursuant to (a) an Amended and Restated Trust Agreement, dated as of August 1, 2001, between WFN LLC, as transferor (the “Transferor”), and U.S. Bank Trust National Association (“U.S. Bank”), as successor to Chase Manhattan Bank USA, National AssociationAssociation (“Chase”), a national banking association as owner trustee (the "Bank"“Owner Trustee”), proposes as supplemented by the Instrument of Resignation, Appointment and Acceptance, dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to form Chase Manhattan Auto Owner Certificate of Trust 200_-_ of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007 and the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, each between the Issuer and The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”), as successor to BNY Midwest Trust Company (“BNYMTC”), as indenture trustee (the "Trust") to sell $___________ aggregate principal amount “Indenture Trustee”), and as supplemented by the Agreement of ____% Asset Backed Certificates Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among World Financial Network National Bank (the "Certificates"“Bank”), each as Administrator, the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series 2008-B Indenture Supplement with respect to the Notes, to be dated as of September 12, 2008 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “Collateral Certificate”) representing a fractional undivided beneficial interest in the Trustassets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October, 26, 2007 and the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, each among the Transferor, the Bank, as servicer (the “Servicer”), and BNYMTCNA, as successor to BNYMTC (the successor-in-interest to the corporate trust administration of Harri▇ ▇▇▇▇t and Savings Bank), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of the Trust will WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of simple interest retail installment sales contracts and purchase money notes and other notes private label credit card accounts of the Bank (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined“Accounts”), such . The Receivables to be are transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates will be issued WFNMT pursuant to the Amended and Restated Trust Agreement Pooling Servicing Agreement. The Receivables transferred to be WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of _________ __August 1, 200_ 2001 (the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, and the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007 (as amended and supplemented from time to timeheretofore amended, the "Trust “TSA”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement", dated as of August 1, 2001 (the “Administration Agreement”), between the Bank and ____________Bank, as owner trustee administrator (in such capacity, the "Owner Trustee"“Administrator”), and the Issuer. Simultaneously with The TSA, the issuance and sale of PSA, the Certificates as contemplated hereinReceivables Purchase Agreement, the Indenture, the Trust will issue Agreement and the Administration Agreement are referred to herein, collectively, as the “Program Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents. $_____________ 7,260,000 aggregate principal amount of the Class A-1 ____% Asset Backed B Notes (the "Class A-1 Notes"), and $_____________ 19,106,000 aggregate principal amount of the Class A-2 ____% Asset Backed C Notes (the "Class A-2 “Purchased Notes"”) will be offered and sold directly by WFN LLC to an affiliate of WFN LLC (the “Purchased Notes Transaction”). In connection with the Purchased Notes Transaction, WFN LLC has prepared a Notice (the “Canadian Notice”), $_____________ aggregate principal amount a copy of Class A-3 ____% Asset Backed Notes (which has been provided to each Representative, relating solely to the "Class A-3 Purchased Notes") , and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (has delivered or will deliver the "Class A-4 Notes" andCanadian Notice, together with each of the Class A-1 Notes, the Class A-2 Notes Preliminary Prospectus and the Class A-3 Notes, the "Notes"Prospectus (each as defined below), pursuant to the Indenture to be dated as of __________ __applicable, 200_ (as amended and supplemented from time to time, the "Indenture"), between the Trust and _________________, _____________, as indenture trustee (the "Indenture Trustee"), which will be sold pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Note Underwriters"). The Notes and the Certificates are sometimes referred to collectively herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings assigned solely to such terms in affiliate as required under the Sale laws of Canada and Servicing Agreement to be dated as of ____________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Certificates from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom _______________ is acting as representative (the "Representative")its Provinces.

Introductory. Chase Manhattan Bank USANordstrom Credit Card Receivables II LLC (the “Transferor”), National Associationas beneficiary (in such capacity, the “Beneficiary”) of Nordstrom Credit Card Master Note Trust II, a national banking association Delaware statutory trust (the "Bank"“Issuer” or the “Trust”), proposes to form Chase Manhattan Auto Owner Trust 200_-_ (the "Trust") to sell $___________ aggregate 325,000,000 principal amount of ____% Series 2011-1 Class A Asset Backed Certificates Notes (the "Certificates"“Series 2011-1 Class A Notes” or the “Offered Notes”) to the initial purchasers listed on Exhibit A hereto (the “Class A Initial Purchasers” or the “Initial Purchasers”), each representing a fractional undivided interest for resale to “qualified institutional buyers” in reliance upon Rule 144A (“Rule 144A”) under the TrustSecurities Act of 1933, as amended (the “Act”). The assets RBS Securities Inc. and ▇.▇. ▇▇▇▇▇▇ Securities LLC will act as the representatives of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes Initial Purchasers (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement to be dated as of _________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and ____________, as owner trustee (the "Owner Trustee"“Representatives”). Simultaneously Concurrently with the issuance and sale of the Certificates Offered Notes as contemplated herein, the Trust Issuer will issue $_____________ aggregate 33,621,000 principal amount of Series 2011-1 Class A-1 ____% B Asset Backed Notes (the "“Series 2011-1 Class A-1 B Notes"), ”) and $_____________ aggregate 48,903,000 principal amount of Series 2011-1 Class A-2 ____% C Asset Backed Notes (the "“Series 2011-1 Class A-2 C Notes"), $_____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" ” and, together with the Series 2011-1 Class A-1 B Notes and the Offered Notes, the “Series 2011-1 Notes” or the “Notes”). The Series 2011-1 Class A-2 B Notes and the Series 2011-1 Class A-3 Notes, the "Notes"), C Notes will not be sold hereunder. The Transferor is a limited liability company formed pursuant to and in accordance with the Indenture to be Delaware Limited Liability Company Act (6 Del. Code § 18-101 et seq.) on October 11, 2001, and governed by the Amended and Restated Limited Liability Company Agreement, dated as of __________ __May 1, 200_ 2007 (the “Limited Liability Company Agreement”), among Nordstrom fsb, a federal savings bank (the “Bank”), as the sole equity member, and ▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇, as the Special Members. The Issuer is a Delaware statutory trust formed pursuant to (a) the filing of a certificate of trust with the Secretary of State of the State of Delaware on October 2001, as amended and (b) the Second Amended and Restated Trust Agreement dated as of May 1, 2007 (as amended and supplemented from time to time, the "Indenture"“Trust Agreement”), between the Beneficiary and Wilmington Trust Company, as owner trustee (the “Owner Trustee”). Under the Amended and _________________Restated Administration Agreement, _____________dated as of May 1, 2007 (the “Administration Agreement”), between the Bank, as Administrator, and the Issuer, the Bank will perform, on behalf of the Issuer, certain administrative obligations required by the Transfer and Servicing Agreement and the Indenture (all as herein defined). The Series 2011-1 Notes will be issued pursuant to an Amended and Restated Master Indenture dated as of May 1, 2007 (as supplemented, the “Indenture”), by and between the Issuer and ▇▇▇▇▇ Fargo Bank, National Association, as indenture trustee (the "“Indenture Trustee"”), which will be sold pursuant to as acknowledged and agreed by the Transferor and the Bank, as Servicer, and as supplemented by an underwriting Indenture Supplement dated as of November 22, 2011, by and between the Issuer and the Indenture Trustee. To the extent not defined in this agreement dated the date hereof (the "Note Underwriting “Agreement"; together with this Agreement”), the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Note Underwriters"). The Notes and the Certificates are sometimes referred to collectively herein as the "Securities". Capitalized capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms specified in the Sale and Servicing Agreement to be Indenture. Under the Operating Agreement, dated as of ____________ __August 30, 200_ (1991, as amended and supplemented from time to time, (the "Sale and Servicing “Operating Agreement"”), between the Bank and Nordstrom Credit, Inc., a Colorado corporation (the “Seller”), the Bank transfers the Private Label Receivables to the Seller. Pursuant to the Participation Agreement, dated as of May 1, 2007 (the “Participation Agreement”), between the Bank and the Seller, the Bank sells and assigns to the Seller an undivided beneficial interest in certain existing and future amounts in relation to certain VISA® accounts (the “Participation,” and together with the Private Label Receivables, the “Receivables”). The Receivables are transferred by the Seller to the Transferor pursuant to the Receivables Purchase Agreement, dated as of May 1, 2007 (the “Receivables Purchase Agreement”), between the Seller and the Transferor. The Transferor, in turn, transfers the Receivables to the Trust pursuant to the Amended and Restated Transfer and Servicing Agreement, dated as of May 1, 2007 (the “Transfer and Servicing Agreement”), among the Transferor, the Bank, as Servicer, the Indenture Trustee and the Trust. The Offered Notes will be offered pursuant to an offering circular (the “Base Offering Circular”) and an offering circular supplement (collectively with the Base Offering Circular, the “Final Offering Circular”) each dated November 16, 2011 relating to the Offered Notes. As used herein, Final Offering Circular means, with respect to any date or time referred to herein, the most recent final Offering Circular with respect to the Offered Notes (as amended or supplemented, if applicable), which has been prepared and delivered by the Bank, the Seller and Servicerthe Transferor to the Initial Purchasers in accordance with the provisions hereof. This is Prior to confirm the agreement concerning time the purchase first contract of sale for the Certificates from Offered Notes was entered into, as set forth on Exhibit A (with respect to the Bank by the several underwriters named in Schedule I Series 2011-1 Class A Notes) hereto (the "Underwriters"“Time of Sale”), for whom _______________ is acting the Bank, the Seller and the Transferor had prepared a preliminary offering circular dated November 1, 2011, as representative amended by a preliminary offering circular dated November 14, 2011 (the "Representative"“Preliminary Base Offering Circular”) and a preliminary offering circular supplement dated November 1, 2011, as amended by a preliminary offering circular supplement dated November 14, 2011 (collectively with the Preliminary Base Offering Circular, the “Preliminary Offering Circular”) with respect to the Offered Notes. As used herein, Preliminary Offering Circular means, with respect to any date or time referred to herein, the most recent preliminary Offering Circular with respect to the Offered Notes (as amended or supplemented, if applicable)., which has been prepared and delivered by the Bank, the Seller and the Transferor to the Initial Purchasers in accordance with the provisions hereof. In addition, the Representatives have prepared, using information provided to them by the Bank, the Seller and/or the Transferor, the road show presentation used on November 2, 2011 through November 16, 2011 in connection with the offering of the Offered Notes (such information provided by the Bank, the Seller and/or the Transferor, the “Other Materials”), a copy of which is attached hereto as Exhibit B.

Introductory. Chase Manhattan Bank USA, National AssociationAmerican Honda Receivables LLC, a national banking association Delaware limited liability company (the "Bank"“Company”), proposes proposes, subject to form Chase Manhattan the terms and conditions stated herein, to cause the Honda Auto Receivables 2013-4 Owner Trust 200_-_ (the "“Trust"”) to sell $___________ 428,900,000 aggregate principal amount of ____0.24000% Asset Backed Certificates Notes, Class A-1 (the "“Class A-1 Notes”), $460,600,000 aggregate principal amount of 0.45% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), $460,600,000 aggregate principal amount of 0.69% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”) and $149,900,000 aggregate principal amount of 1.04% Asset Backed Notes, Class A-4 (the “Class A-4 Notes” and together with the Class A-1 Notes, Class A-2 Notes and the Class A-3 Notes, the “Notes”) to the several underwriters set forth on Schedule A (each, an “Underwriter”), for which RBS Securities Inc. and Citigroup Global Markets Inc. are each acting as a representative (in such capacity, each a “Representative” and collectively, the “Representatives”), pursuant to the terms of this underwriting agreement dated October 23, 2013 by and among the Company, American Honda Finance Corporation (“AHFC”), RBS Securities Inc. and Citigroup Global Markets Inc., acting on behalf of themselves and as Representatives for the several Underwriters (this “Agreement”). The Notes will be issued pursuant to the Indenture, dated October 30, 2013 (the “Indenture”), between the Trust and U.S. Bank National Association (the “Indenture Trustee”). Concurrently with the issuance and sale of the Notes as contemplated herein, the Trust will issue $38,465,260.81 aggregate principal amount of certificates of beneficial interest (the “Certificates"”), each representing a fractional undivided an interest in the TrustOwner Trust Estate. The assets of Company will retain the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]Certificates. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement to be Agreement, dated as of _________ __October 30, 200_ 2013 (as amended and supplemented from time to time, the "“Trust Agreement"”), between among the Bank and ____________Company, Citibank, National Association, as owner trustee (in such capacity, the "“Owner Trustee"). Simultaneously with the issuance ”) and sale of the Certificates Citicorp Trust Delaware, National Association, as contemplated hereinDelaware trustee (in such capacity, the Trust will issue $_____________ aggregate principal amount of Class A-1 ____% Asset Backed Notes (the "Class A-1 Notes"), $_____________ aggregate principal amount of Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $_____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"), pursuant to the Indenture to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Indenture"), between the Trust and _________________, _____________, as indenture trustee (the "Indenture “Delaware Trustee"), which will be sold pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Note Underwriters"”). The Notes and the Certificates are sometimes referred subordinated to collectively herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Sale and Servicing Agreement to be dated as of ____________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Certificates from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom _______________ is acting as representative (the "Representative")Notes.

Introductory. Chase Manhattan Bank USA, National AssociationNissan Motor Acceptance Corporation, a national banking association California corporation (“NMAC” or “Servicer”), and Nissan Auto Receivables Corporation II, a Delaware corporation (the "Bank"“Depositor” or “Seller”), proposes to form Chase Manhattan Auto Owner Trust 200_-_ hereby confirm their agreement with ▇▇▇▇▇ Fargo Securities, LLC (the "Trust"“Representative”) and the several underwriters named in Schedule 1 hereto (together with the Representative, collectively, the “Underwriters”) with respect to sell the purchase by the Underwriters of $___________ 162,000,000 aggregate principal amount of ____0.97793% Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), $352,000,000 aggregate principal amount of 1.45% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), $401,000,000 aggregate principal amount of 1.38% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”) and $85,000,000 aggregate principal amount of 1.70% Asset Backed Notes, Class A-4 (the “Class A-4 Notes”) (collectively, the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, and the Class A-4 Notes are referred to herein as the “Notes”), of Nissan Auto Receivables 2020-A Owner Trust, a Delaware statutory trust (the “Trust” or “Issuer”), which Notes the Depositor proposes to sell to the Underwriters under the terms and conditions herein. Simultaneously with the issuance of the Notes, the Depositor will cause the Trust to issue Asset Backed Certificates (the "“Certificates"”) with an original certificate balance of $47,137,850.19. The Notes and the Certificates shall collectively be referred to herein as the “Securities.” The Notes will be issued pursuant to an indenture, dated as of April 29, 2020 (the “Indenture”), each representing a fractional undivided interest in the Trust. The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to between the Trust and serviced by the U.S. Bank National Association (“U.S. Bank”), as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ indenture trustee (the "Cut-off Date") was equal to $[______________]“Indenture Trustee”). The Certificates will be issued pursuant to the Amended an amended and Restated Trust Agreement to be restated trust agreement, dated as of _________ __April 29, 200_ 2020 (as amended and supplemented from time to time, the "“Trust Agreement"”), between the Bank and ____________Depositor, Wilmington Trust, National Association (“Wilmington Trust”), as owner trustee (in such capacity, the "“Owner Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $_____________ aggregate principal amount of Class A-1 ____% Asset Backed Notes (the "Class A-1 Notes"”), $_____________ aggregate principal amount of Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $_____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"), pursuant to the Indenture to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Indenture"), between the Trust and _________________, _____________, as indenture trustee (the "Indenture Trustee"), which will be sold pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Note Underwriters"). The Notes and the Certificates are sometimes referred to collectively herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Sale and Servicing Agreement to be dated as of ____________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the U.S. Bank, as Seller certificate registrar and Servicerpaying agent. This is Each Note will represent an obligation of, and each Certificate will represent an undivided interest in, the Trust. The Certificates will be subordinated to confirm the agreement concerning Notes to the purchase of extent described in the Certificates from Indenture and the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom _______________ is acting as representative (the "Representative")Trust Agreement.

Introductory. Chase Manhattan Bank USA, National AssociationDaimler Trust Leasing LLC, a national banking association Delaware limited liability company (the "BankDepositor"), proposes to form Chase Manhattan cause Mercedes-Benz Auto Owner Lease Trust 200_-_ 2018-B (the "TrustIssuing Entity") to sell $___________ aggregate principal amount of ____% Asset Backed Certificates (the "Certificates"), each representing a fractional undivided interest in the Trust. The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement to be dated as of _________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and ____________, as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $_____________ aggregate 234,000,000 principal amount of Class A-1 ____2.71642% Asset Backed Notes (the "Class A-1 Notes"), $_____________ aggregate 345,000,000 principal amount of Class A-2 ____3.04% Asset Backed Notes (the "Class A-2 Notes"), $_____________ aggregate 365,000,000 principal amount of Class A-3 ____3.21% Asset Backed Notes (the "Class A-3 Notes") and $_____________ aggregate 90,020,000 principal amount of Class A-4 ____3.31% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"), pursuant ) and to sell a portion of the Indenture to be dated as of __________ __, 200_ (as amended and supplemented from time to timeClass A-1 Notes, the "Indenture")Class A-2 Notes, between the Trust Class A-3 Notes and _________________, _____________, as indenture trustee the Class A-4 Notes in the respective amounts listed on Schedule I hereto (the "Indenture Trustee"), which will be sold pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement"; together with this Agreement, the "Underwriting AgreementsUnderwritten Notes") among the Bank and the underwriters named therein (the "Note Underwriters"). The Notes and the Certificates are sometimes referred to collectively herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Sale and Servicing Agreement to be dated as of ____________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Certificates from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom _______________ is you are acting as representative representatives (the "RepresentativeRepresentatives"). The Notes will be issued pursuant to an Indenture (as amended and supplemented from time to time, the "Indenture"), dated as of November 1, 2018, between the Issuing Entity and U.S. Bank National Association, as indenture trustee (in such capacity, the "Indenture Trustee"). The assets of the Issuing Entity will include, among other things, the 2018-B Exchange Note (as defined below) backed by a pool of new Mercedes-Benz passenger car and sport utility vehicle leases and the related leased vehicles. Simultaneously with the issuance and sale of the Underwritten Notes as contemplated herein, pursuant to an Amended and Restated Trust Agreement (as amended and supplemented from time to time, the "Trust Agreement"), dated November 1, 2018, between the Depositor and Wilmington Trust, National Association, as owner trustee (in such capacity, the "Owner Trustee"), the Issuing Entity will issue asset backed certificates (the "Certificates"), each such Certificate representing a fractional undivided beneficial interest in the Issuing Entity, to the Depositor. Daimler Trust, the titling trust (the "Titling Trust") is governed by the Second Amended and Restated Trust Agreement (as amended and supplemented from time to time, the "Titling Trust Agreement"), dated as of April 1, 2008, among Mercedes-Benz Financial Services USA LLC (f/k/a DCFS USA LLC) ("MBFS USA"), as titling trust administrator, Daimler Trust Holdings LLC, as initial beneficiary (the "Initial Beneficiary") and BNY Mellon Trust of Delaware ((f/k/a BNYM (Delaware) (f/k/a The Bank of New York (Delaware)), as trustee (the "Titling Trustee"). On November 20, 2018 (the "2018-B Closing Date"), the Titling Trust, as borrower (the "Borrower") shall, pursuant to (i) that certain Amended and Restated Collateral Agency Agreement (as amended and supplemented from time to time, the "Basic Collateral Agency Agreement"), dated as of March 1, 2009, among the Borrower, MBFS USA, as lender (in such capacity, the "Lender") and as servicer (in such capacity, the "Servicer"), U.S. Bank Trust National Association, as administrative agent (the "Administrative Agent") and Daimler Title Co., as collateral agent (the "Collateral Agent") and (ii) a 2018-B Exchange Note Supplement (as amended and supplemented from time to time, the "Exchange Note Supplement"), dated as of November 1, 2018, among the Borrower, the Administrative Agent, the Collateral Agent, the Lender, the Servicer and the Indenture Trustee, issue a 2018-B Exchange Note (the "2018-B Exchange Note") to the Lender evidencing the Borrower’s payment obligations in respect of certain advances made by the Lender to the Borrower. Amounts due on the 2018-B Exchange Note shall be paid from collections on the Titling Trust Assets allocated to the 2018-B Reference Pool as of the close of business on September 30, 2018 (the "2018-B Cutoff Date"). The Lender will sell the 2018-B Exchange Note to the Depositor pursuant to a First-Tier Sale Agreement (as amended and supplemented from time to time, the "First-Tier Sale Agreement"), dated as of November 1, 2018, between the Lender and the Depositor, and the Depositor will sell the 2018-B Exchange Note to the Issuing Entity pursuant to a Second-Tier Sale Agreement (as amended and supplemented from time to time, the "Second-Tier Sale Agreement"), dated as of November 1, 2018, between the Depositor and the Issuing Entity. MBFS USA will continue to service the Titling Trust Assets allocated to the 2018-B Reference Pool pursuant to a 2018-B Servicing Supplement (as amended and supplemented from time to time, the "2018-B Servicing Supplement"), dated as of November 1, 2018, among the Servicer, the Lender, the Borrower and the Collateral Agent, which supplements that certain Amended and Restated Servicing Agreement (as amended and supplemented from time to time, the "Basic Servicing Agreement"), dated as of March 1, 2009, among the Lender, the Servicer, the Borrower and the Collateral Agent. The asset representations review will be performed by the Asset Representations Reviewer (as defined below) under an Asset Representations Review Agreement (the "Asset Representations Review Agreement") dated as of November 1, 2018 among ▇▇▇▇▇▇▇ Fixed Income Services LLC, a Delaware limited liability company, as asset representations reviewer (the "Asset Representations Reviewer"), the Issuing Entity and MBFS USA, as Administrator and Servicer. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in Appendix 1 to the Exchange Note Supplement or, if not defined therein, in Appendix A to the Basic Collateral Agency Agreement.

Introductory. Chase Manhattan Bank USA, National AssociationCNH Capital Receivables Inc., a national banking association Delaware corporation (the "Bank"“Seller”), proposes to form Chase Manhattan Auto Owner cause CNH Equipment Trust 200_-_ 2004-A (the "“Trust"”) to issue and sell $___________ aggregate 333,500,000 principal amount of ____2.0008% Class A-1 Asset Backed Certificates Notes (the "Certificates"“A-1 Notes”), each representing a fractional undivided interest $318,000,000 principal amount of 2.42% Class A-2 Asset Backed Notes (the “A-2 Notes”), $247,000,000 principal amount of Floating Rate Class A-3a Asset Backed Notes (the “A-3a Notes”), $223,000,000 principal amount of 2.94% Class A-3b Asset Backed Notes (the “A-3b Notes”), $165,000,000 principal amount of Floating Rate Class A-4a Asset Backed Notes (the “A-4a Notes”), $142,250,000 principal amount of 3.48% Class A-4b Asset Backed Notes (the “A-4b Notes”) and $45,000,000 principal amount of 3.31% Class B Asset Backed Notes (the “B Notes” and, together with the A-1 Notes, the A-2 Notes, the A-3a Notes, the A-3b Notes, the A-4a Notes and the A-4b Notes, the “Notes”), to the several underwriters named in Schedule I hereto (collectively, the Trust“Underwriters”), for whom you are acting as representatives (the “Representatives”). The assets of the Trust will include, among other things, a pool of simple interest retail installment sales sale contracts and purchase money notes and other notes (the "“Receivables"”) secured by new or used agricultural or construction equipment and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after related security interests in the Cutoff Date (as hereinafter defined), such equipment financed thereby. The Receivables to be transferred were sold to the Trust and serviced by the Bank, as Servicer, or by a successor ServicerSeller. The Original Pool Balance Receivables are serviced for the Trust by Case Credit Corporation, a Delaware corporation (“Case Credit”). Case Credit has appointed Systems & Services Technologies, Inc. (“SST”) to act as backup servicer of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement to be Backup Servicing Agreement, dated as of _________ __September 1, 200_ 2004 (as amended and supplemented from time to time, the "Trust “Backup Servicing Agreement")”) among the Seller, between Case Credit, the Bank Trust, SST as backup servicer and ____________JPMorgan Chase Bank, as owner indenture trustee (the "Owner “Indenture Trustee"”). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust The Notes will issue $_____________ aggregate principal amount of Class A-1 ____% Asset Backed Notes (the "Class A-1 Notes"), $_____________ aggregate principal amount of Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $_____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"), be issued pursuant to the Indenture to be dated as of __________ __September 1, 200_ 2004 (as amended and supplemented from time to time, the "“Indenture"”), between the Trust and _________________, _____________, as indenture trustee (the "Indenture Trustee"), which will be sold pursuant to an underwriting agreement dated . Simultaneously with the date hereof (issuance and sale of the "Note Underwriting Agreement"; together with Notes as contemplated in this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein Trust will issue 3.31% Asset Backed Certificates (the "Note Underwriters")“Certificates”) in an amount of $26,250,000 to the Seller. The Notes and the Certificates are sometimes referred to collectively herein as the "“Securities". .” Capitalized terms used and not otherwise defined herein shall have the meanings assigned ascribed to such terms them in the Sale and Servicing Agreement to be dated as of ____________ __September 1, 200_ 2004 (as amended and supplemented from time to time, the "“Sale and Servicing Agreement"”), among the Trust, the Seller and Case Credit, as servicer, or, if not defined therein, in the Indenture or the Trust Agreement dated as of September 1, 2004 (as amended and supplemented from time to time, the “Trust Agreement”), between the Trust Seller and the BankThe Bank of New York, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Certificates from the Bank by the several underwriters named in Schedule I hereto trustee (the "Underwriters"), for whom _______________ is acting as representative (the "Representative"“Trustee”).

Introductory. MMCA Auto Receivables Trust (the "Seller"), a Delaware business trust established pursuant to the Amended and Restated Trust Agreement, dated as of October 1, 1999 (the "MART Trust Agreement"), between Mitsubishi Motors Credit of America, Inc. ("MMCA") and Chase Manhattan Bank USA, National AssociationN.A., a national banking association as trustee (the "BankMART Trustee"), proposes proposes, subject to form Chase Manhattan the terms and conditions stated herein, to cause MMCA Auto Owner Trust 200_-_ 2001-1 (the "Trust") to issue and sell to the several underwriters named in Schedule A hereto (the "Underwriters"), acting severally and not jointly, for [_______________] is acting as representative (the "Representative"), $______________ aggregate principal amount of _____% Asset Backed Certificates (the "Certificates"), each representing a fractional undivided interest in the Trust. The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement to be dated as of _________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and ____________, as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $_____________ aggregate principal amount of Class A-1 ____% Asset Backed Notes (the "Class A-1 Notes"), $______________ aggregate principal amount of Class A-2 _____% Class A-2 Asset Backed Notes (the "Class A-2 Notes"), $______________ aggregate principal amount of Class A-3 _____% Class A-3 Asset Backed Notes (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 _____% Class A-4 Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes"), pursuant to . Concurrently with the Indenture to be dated issuance and sale of the Class A Notes as of __________ __, 200_ (as amended and supplemented from time to timecontemplated herein, the "Indenture"), between the Trust and _________________, _____________, as indenture trustee (the "Indenture Trustee"), which will be sold pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Note Underwriters"). The Notes and the Certificates are sometimes referred to collectively herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Sale and Servicing Agreement to be dated as of ____________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Certificates from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom _issue $______________ is acting as representative aggregate principal amount of _____% Class B Asset Backed Notes (the "RepresentativeClass B Notes" and, together with the Class A Notes, the "Notes"). The Class B Notes will be sold pursuant to a Class B Underwriting Agreement, dated _________, 2001 (the "Class B Underwriting Agreement"), between the Seller and [__________] (the "Class B Underwriter"). The Notes will be issued pursuant to the Indenture, dated as of _________ 1, 2001 (the "Indenture"), between the Trust and The Bank of Tokyo-Mitsubishi Trust Company, as trustee (the "Indenture Trustee"). Concurrently with the issuance and sale of the Notes as contemplated herein, the Trust will issue $______________ aggregate principal amount of certificates (the "Certificates"), each representing an interest in the property of the Trust (the "Trust Property"). The Seller will retain the Certificates. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement, dated as of _________ 1, 2001 (the "Trust Agreement"), between the Seller and Wilmington Trust Company, as trustee (the "Owner Trustee"). The Certificates will be subordinated to the Notes.

Introductory. Chase Manhattan Bank USA, National AssociationAmerican Honda Receivables LLC, a national banking association Delaware limited liability company (the "Bank"“Company”), proposes proposes, subject to form Chase Manhattan the terms and conditions stated herein, to cause the Honda Auto Receivables 2016-2 Owner Trust 200_-_ (the "“Trust"”) to sell $___________ 436,900,000 aggregate principal amount of ____0.62000% Asset Backed Certificates Notes, Class A-1 (the "Certificates"“Class A-1 Notes”), each representing a fractional undivided interest in the Trust. The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement to be dated as of _________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and ____________, as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $_____________ 420,000,000 aggregate principal amount of Class A-1 ____1.13% Asset Backed Notes Notes, Class A-2 (the "“Class A-1 A-2 Notes"”), $_____________ 500,000,000 aggregate principal amount of Class A-2 ____1.39% Asset Backed Notes Notes, Class A-3 (the "“Class A-2 A-3 Notes"), ”) and $_____________ 143,100,000 aggregate principal amount of Class A-3 ____1.62% Asset Backed Notes Notes, Class A-4 (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "“Class A-4 Notes" and, ” and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "“Notes"”) to the several underwriters set forth on Schedule A (each, an “Underwriter”), for which M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated, Barclays Capital Inc. and Mitsubishi UFJ Securities (USA), Inc. are each acting as a representative (in such capacity, each a “Representative” and collectively, the “Representatives”), pursuant to the Indenture terms of this underwriting agreement dated May 24, 2016 by and among the Company, American Honda Finance Corporation (“AHFC”) and the Representatives (this “Agreement”). The Notes will be issued pursuant to be the Indenture, dated as of __________ __May 31, 200_ 2016 (as amended and supplemented from time to time, the "“Indenture"”), between the Trust and _________________Citibank, _____________N.A. (the “Indenture Trustee”). Concurrently with the issuance and sale of the Notes as contemplated herein, the Trust will issue $38,461,538.88 aggregate principal amount of certificates of beneficial interest (the “Certificates”), each representing an interest in the Owner Trust Estate. The Company will retain the Certificates. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement, dated May 31, 2016 (the “Trust Agreement”), among the Company, The Bank of New York Mellon, as indenture owner trustee (in such capacity, the "Indenture “Owner Trustee"”) and BNY Mellon Trust of Delaware, as Delaware trustee (in such capacity, the “Delaware Trustee”). The Certificates are subordinated to the Notes. The assets of the Trust will include, among other things, a pool of retail installment sale contracts secured by new and used Honda and Acura motor vehicles (including automobiles and light-duty trucks) (the “Receivables”) and certain monies due thereunder on or after May 1, 2016 (the “Cutoff Date”), which will such Receivables to be sold pursuant to the Trust by the Company and to be serviced for the Trust by AHFC (or, in its capacity as servicer, the “Servicer”). The Trust will provide for the review of the Receivables for compliance with representations and warranties made about them in certain circumstances under an underwriting agreement asset representations review agreement, dated the date hereof as of May 31, 2016 (the "Note Underwriting “Asset Representations Review Agreement"; together with this Agreement, the "Underwriting Agreements"”) among the Bank Trust, AHFC and the underwriters named therein C▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the "Note Underwriters"). The Notes and the Certificates are sometimes referred to collectively herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Sale and Servicing Agreement to be dated as of ____________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Certificates from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom _______________ is acting as representative (the "Representative"“Asset Representations Reviewer”).

Introductory. Chase Manhattan Bank USA, National AssociationWorld Omni Auto Receivables LLC, a national banking association Delaware limited liability company (the "Bank"“Depositor”), proposes to form Chase Manhattan Auto Owner Trust 200_-_ and World Omni Financial Corp., a Florida corporation (“World Omni”), hereby confirm their respective agreements with ▇.▇. ▇▇▇▇▇▇ Securities LLC and Barclays Capital Inc. and each of the other underwriters named in Schedule I hereto (collectively, the “Underwriters”) for whom you are acting as representatives (the "Trust") “Representatives”), with respect to sell the sale by the Depositor of $___________ 149,000,000 aggregate principal amount of ____0.24000% Asset Backed Certificates Notes, Class A-1 (the "Certificates"“Class A-1 Notes”), each representing a fractional undivided interest $235,000,000 aggregate principal amount of 0.48% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), $235,000,000 aggregate principal amount of 0.83% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”), $109,676,000 aggregate principal amount of 1.32% Asset Backed Notes, Class A-4 (the “Class A-4 Notes”) and $15,609,000 aggregate principal amount of 1.72% Asset Backed Notes, Class B (the “Class B Notes”) of World Omni Auto Receivables Trust 2013-B (the “Trust”) under the terms and conditions herein contained. The Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes are collectively referred to herein as the “Notes”. The Notes will be issued pursuant to an indenture (the “Indenture”), to be dated as of the Closing Date (as defined below), between the Trust and U.S. Bank National Association, as indenture trustee (in such capacity, the “Indenture Trustee”). The Depositor will retain the asset backed certificates (the “Certificates”) issued pursuant to an amended and restated trust agreement, to be dated as of the Closing Date (the “Trust Agreement”), between the Depositor and BNY Mellon Trust of Delaware, as owner trustee (in such capacity, the “Owner Trustee”). The Certificates will be subordinated to the Notes to the extent described in the TrustBasic Documents (as defined below). The assets of the Trust will include, among other things, a pool of simple interest fixed rate retail installment sales sale contracts and purchase money notes and other notes (the "“Initial Receivables"”) secured by new and used automobiles and light-duty trucks financed thereby (the "“Initial Financed Vehicles") ”), and certain monies received thereunder on or after September 12, 2013 (the “Initial Cutoff Date (as hereinafter definedDate”), such Receivables to be transferred to the Trust and serviced by the Bankand, as Servicerif there is a funding period, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ additional fixed rate retail installment sale contracts (the "Cut-off Date") was equal to $[______________]. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement to be dated as of _________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and ____________, as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $_____________ aggregate principal amount of Class A-1 ____% Asset Backed Notes (the "Class A-1 Notes"), $_____________ aggregate principal amount of Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $_____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" “Subsequent Receivables” and, together with the Class A-1 NotesInitial Receivables, the Class A-2 Notes “Receivables”) secured by new and used automobiles and light-duty trucks financed thereby (the “Subsequent Financed Vehicles” and together with the Initial Financed Vehicles, the “Financed Vehicles”), and certain monies received thereunder after the related cutoff date (each, a “Subsequent Cutoff Date”) and monies on deposit in the Reserve Account and in certain other accounts and the Class A-3 Notes, other property and the "Notes"), proceeds thereof to be conveyed to the Trust pursuant to the Indenture to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Indenture"), between the Trust and _________________, _____________, as indenture trustee (the "Indenture Trustee"), which will be sold pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Note Underwriters"). The Notes and the Certificates are sometimes referred to collectively herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Sale and Servicing Agreement to be dated as of ____________ __, 200_ the Closing Date (as amended and supplemented from time to time, the "“Sale and Servicing Agreement"”) among the Trust, the Depositor and World Omni, as Servicer (the “Servicer”). Pursuant to the Sale and Servicing Agreement, between the Depositor will sell the Receivables to the Trust and the BankServicer will service the Receivables on behalf of the Trust. In addition, pursuant to the Sale and Servicing Agreement, the Servicer will agree to perform certain administrative tasks on behalf of the Trust imposed on the Trust under the Indenture. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Sale and Servicing Agreement. The Receivables were or will be originated or acquired by World Omni. World Omni will sell the Receivables to the Depositor pursuant to the terms of the Receivables Purchase Agreement (the “Receivables Purchase Agreement”) to be dated as of the Closing Date between the Depositor and World Omni. As used herein, the term “Basic Documents” refers to the Sale and Servicing Agreement, Indenture, Trust Agreement, Receivables Purchase Agreement and the Administration Agreement (the “Administration Agreement”) to be dated as of the Closing Date among World Omni, the Indenture Trustee, the Depositor and the Trust, and the Note Depository Agreement. At or prior to the time when sales (including any contracts of sale) of the Notes were first made to investors by the Underwriters, which shall be deemed to be 1:02 p.m. EDT on October 23, 2013 (the “Time of Sale”), the Depositor had prepared (A) the following information (together, as Seller and Servicer. This is to confirm a whole, the agreement concerning “Time of Sale Information”): (i) the purchase of the Certificates from the Bank by the several underwriters named in Schedule I hereto preliminary prospectus supplement dated October 18, 2013 (the "Underwriters"), for whom _______________ is acting as representative (“Preliminary Prospectus Supplement”) and the "Representative").base prospectus

Introductory. Chase Manhattan Bank USA, National AssociationToyota Auto Finance Receivables LLC, a national banking association Delaware limited liability company (the "Bank"“Seller”) and a wholly owned subsidiary of Toyota Motor Credit Corporation, a California corporation (“TMCC”), proposes to form Chase Manhattan cause Toyota Auto Receivables 2022-B Owner Trust 200_-_ (the "“Trust"”) to sell issue $___________ 353,000,000 aggregate principal amount of ____0.00000% Asset Backed Certificates Notes, Class A‑1 (the "Certificates"“Class A‑1 Notes”), each representing a fractional undivided interest in the Trust. The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement to be dated as of _________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and ____________, as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $_____________ 372,600,000 aggregate principal amount of Class A-1 ____2.35% Asset Backed Notes Notes, Class A‑2a (the "“Class A-1 A‑2a Notes"”), $_____________ 200,650,000 aggregate principal amount of Class A-2 ____SOFR Rate plus 0.49% Asset Backed Notes Notes, Class A‑2b (the "“Class A-2b Notes”, and together with the Class A-2a Notes, the “Class A-2 Notes"”), $_____________ 573,250,000 aggregate principal amount of Class A-3 ____2.93% Asset Backed Notes Notes, Class A‑3 (the "“Class A-3 A‑3 Notes") and ”), $_____________ 158,000,000 aggregate principal amount of Class A-4 ____3.11% Asset Backed Notes Notes, Class A‑4 (the "“Class A-4 A‑4 Notes" and”, and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "“Class A Notes")”) and $42,500,000 aggregate principal amount of 0.00% Asset Backed Notes, pursuant Class B (the “Class B Notes” and together with the Class A Notes, the “Notes”) and non-interest bearing certificates that represent the residual interest in the Trust (the “Certificates”) of the Trust. Pursuant to the Indenture to be dated as of __________ __, 200_ (as amended and supplemented from time to timeterms hereof, the "Indenture"), between Seller agrees to sell to each of the Trust and _________________, _____________, as indenture trustee several underwriters named in Schedule I hereto (the "Indenture Trustee"), which will be sold pursuant to an underwriting agreement dated “Underwriters”) a portion of each of the date hereof (the "Note Underwriting Agreement"; together with this AgreementClass A‑2a Notes, the "Underwriting Agreements") among Class A-2b Notes, the Bank and the underwriters named therein (the "Note Underwriters"). The Class A‑3 Notes and the Class A‑4 Notes (the “Underwritten Notes”) in the respective amount listed on Schedule I hereto. The Seller will initially retain the Class A-1 Notes, the Class B Notes, the Certificates and the portion of the Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes and the Class A-4 Notes that are sometimes referred not Underwritten Notes. MUFG Securities Americas Inc., Barclays Capital Inc., RBC Capital Markets, LLC and Santander Investment Securities Inc. will act as representatives for the Underwriters, and in such capacities shall herein be the “Representatives”. The assets of the Trust will include, among other things, a pool of retail installment sale contracts (the “Receivables”) secured by the new and used passenger cars, crossover utility vehicles, light-duty trucks and sport utility vehicles financed thereunder (the “Financed Vehicles”) and certain monies due or to collectively herein as become due thereunder after the "Securities". Capitalized terms used close of business on February 28, 2022 (the “Cutoff Date”) and not otherwise defined herein shall have the meanings assigned other property and the proceeds thereof to such terms in be conveyed to the Trust pursuant to the Sale and Servicing Agreement to be dated as of ____________ __April 13, 200_ 2022 (as amended and supplemented from time to time, the "“Sale and Servicing Agreement")”) among the Trust, the Seller and TMCC. TMCC purchased the Receivables from certain Toyota and Lexus dealers. The Receivables and other assets of the Trust will be sold by TMCC to the Seller pursuant to a Receivables Purchase Agreement (the “Receivables Purchase Agreement”) to be dated as of April 13, 2022 between TMCC and the Seller. Pursuant to the Sale and Servicing Agreement, the Seller will sell the Receivables to the Trust and TMCC will service the BankReceivables on behalf of the Trust. The Notes will be issued pursuant to the Indenture to be dated as of April 13, 2022 (the “Indenture”), among the Trust, U.S. Bank Trust Company, National Association (the “Indenture Trustee”) and U.S. Bank National Association (the “Securities Intermediary”). TMCC has caused the Seller to form the Trust pursuant to a trust agreement, as amended and restated by the Amended and Restated Trust Agreement (the “Trust Agreement”) dated as of April 13, 2022, among the Seller, as depositor, and Wilmington Trust, National Association, as owner trustee (the “Owner Trustee”). TMCC, as administrator (in such capacity, the “Administrator”) will perform certain administrative tasks on behalf of the Trust, the Owner Trustee and the Indenture Trustee imposed on them under the Basic Documents (as defined below) pursuant to an Administration Agreement (the “Administration Agreement”) dated as of April 13, 2022 among the Trust, the Indenture Trustee and the Administrator. The asset representations review will be performed by the Asset Representations Reviewer (as defined below) under an Asset Representations Review Agreement (the “Asset Representations Review Agreement”) dated as of April 13, 2022 among ▇▇▇▇▇▇▇ Fixed Income Services LLC, a Delaware limited liability company (the “Asset Representations Reviewer”), the Trust, TMCC and the Administrator. As used herein, the term “Basic Documents” refers to the Sale and Servicing Agreement, the Trust Agreement, the Indenture, the Receivables Purchase Agreement, the Administration Agreement and the Asset Representations Review Agreement. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Underwriters, the Seller and ServicerTMCC hereby agree that the “Closing Date” shall be April 13, 2022, 10:00 A.M., New York City time (or at such other place and time not later than seven business days thereafter as shall be agreed to in writing by the Representatives, the Seller and TMCC). This is Underwriting Agreement shall hereinafter be referred to confirm as “this Agreement”. Capitalized terms used herein and not otherwise defined shall have the agreement concerning meanings ascribed thereto in the purchase of Sale and Servicing Agreement and, to the Certificates from extent not defined therein, shall have the Bank by meanings ascribed thereto in the several underwriters named in Schedule I hereto (the "Underwriters"), for whom _______________ is acting as representative (the "Representative")Indenture.

Introductory. Chase Manhattan Bank USA, National AssociationCase Receivables II Inc., a national banking association Delaware corporation (the "BankSeller"), proposes to form Chase Manhattan Auto Owner cause Case Equipment Loan Trust 200_-_ 1998-A (the "Trust") to issue and sell $___________ aggregate 72,113,000 principal amount of ____Class A-1 5.545% Asset Backed Notes (the "A-1 Notes"), $190,750,000 principal amount of Class A-2 5.592% Asset Backed Notes (the "A-2 Notes"), $145,750,000 principal amount of Class A-3 5.740% Asset Backed Notes (the "A-3 Notes")and $180,449,000 principal amount of Class A-4 5.830% Asset Backed Notes (the "A-4 Notes"; together with the A-1 Notes, the A-2 Notes and the A-3 Notes, the "Class A Notes" or the "Underwritten Notes"), to the several Class A Note Underwriters named in Schedule I hereto (collectively, the "Underwriters"), for whom you are acting as representative (the "Representative"). The assets of the Trust include, among other things, a pool of retail installment sale contracts (the "Receivables") secured by new or used agricultural or construction equipment and the related security interests in the equipment financed thereby. The Receivables were sold to the Trust by the Seller. The Receivables are serviced for the Trust by Case Credit Corporation, a Delaware corpo ration ("Case Credit"). The Underwritten Notes will be issued pursuant to the Indenture to be dated as of February 1, 1998 (as amended and supplemented from time to time, the "Indenture"), between the Trust and ▇▇▇▇▇▇ Trust and Savings Bank (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Underwritten Notes as contemplated in this Agreement, the Trust will issue (i) $25,000,000 principal amount of 5.940% Class B Asset Backed Notes (the "Class B Notes") which will be sold pursuant to an underwriting agreement dated as of the date hereof (the "Class B Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Seller, Case Credit and you, as representative of the several underwriters named in Schedule I thereto, and (ii) $10,938,000 principal amount of 5.940% Asset Backed Certificates (the "Certificates"), each representing a fractional undivided interest in the Trust, which will be retained by the Seller. The assets Underwritten Notes and the Class B Notes are sometimes referred to herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of February 1, 1998 (as amended and supplemented from time to time, the Trust will include"Sale and Servicing Agreement"), among other thingsthe Trust, a pool of simple interest retail installment sales contracts the Seller and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the BankCase Credit, as Servicerservicer, or, if not defined therein, in the Indenture or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement to be dated as of _________ __February 1, 200_ 1998 (as amended and supplemented from time to time, the "Trust Agreement"), between the Seller and The Bank and ____________of New York, as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $_____________ aggregate principal amount of Class A-1 ____% Asset Backed Notes (the "Class A-1 Notes"), $_____________ aggregate principal amount of Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $_____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"), pursuant to the Indenture to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Indenture"), between the Trust and _________________, _____________, as indenture trustee (the "Indenture Trustee"), which will be sold pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Note Underwriters"). The Notes and the Certificates are sometimes referred to collectively herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Sale and Servicing Agreement to be dated as of ____________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Certificates from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom _______________ is acting as representative (the "Representative").

Introductory. Chase Manhattan Bank USA, National AssociationAmerican Honda Receivables LLC, a national banking association Delaware limited liability company (the "Bank"“Company”), proposes proposes, subject to form Chase Manhattan the terms and conditions stated herein, to cause the Honda Auto Receivables 2014-3 Owner Trust 200_-_ (the "“Trust"”) to sell $___________ 256,400,000 aggregate principal amount of ____0.19000% Asset Backed Certificates Notes, Class A-1 (the "“Class A-1 Notes”), $299,300,000 aggregate principal amount of 0.48% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), $334,300,000 aggregate principal amount of 0.88% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”) and $110,000,000 aggregate principal amount of 1.31% Asset Backed Notes, Class A-4 (the “Class A-4 Notes” and together with the Class A-1 Notes, Class A-2 Notes and the Class A-3 Notes, the “Notes”) to the several underwriters set forth on Schedule A (each, an “Underwriter”), for which RBS Securities Inc., Barclays Capital, Inc. and W▇▇▇▇ Fargo Securities, LLC are each acting as a representative (in such capacity, each a “Representative” and collectively, the “Representatives”), pursuant to the terms of this underwriting agreement dated August 12, 2014 by and among the Company, American Honda Finance Corporation (“AHFC”), RBS Securities Inc., Barclays Capital, Inc. and W▇▇▇▇ Fargo Securities, LLC, acting on behalf of themselves and as Representatives for the several Underwriters (this “Agreement”). The Notes will be issued pursuant to the Indenture, dated August 20, 2014 (the “Indenture”), between the Trust and The Bank of New York Mellon (the “Indenture Trustee”). Concurrently with the issuance and sale of the Notes as contemplated herein, the Trust will issue $25,655,641.32 aggregate principal amount of certificates of beneficial interest (the “Certificates"”), each representing a fractional undivided an interest in the TrustOwner Trust Estate. The assets of Company will retain the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]Certificates. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement to be Agreement, dated as of _________ __August 20, 200_ 2014 (as amended and supplemented from time to time, the "“Trust Agreement"”), between the Company and Deutsche Bank and ____________Trust Company Delaware, as owner trustee (in such capacity, the "“Owner Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $_____________ aggregate principal amount of Class A-1 ____% Asset Backed Notes (the "Class A-1 Notes"), $_____________ aggregate principal amount of Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $_____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"), pursuant to the Indenture to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Indenture"), between the Trust and _________________, _____________, as indenture trustee (the "Indenture Trustee"), which will be sold pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Note Underwriters"”). The Notes and the Certificates are sometimes referred subordinated to collectively herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Sale and Servicing Agreement to be dated as of ____________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Certificates from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom _______________ is acting as representative (the "Representative")Notes.

Introductory. Chase Manhattan Bank USA, National AssociationMercedes-Benz Trust Leasing LLC, a national banking association Delaware limited liability company (the "Bank"“Depositor”), proposes to form Chase Manhattan cause Mercedes-Benz Auto Owner Lease Trust 200_-_ 20[__]-[_] (the "Trust"“Issuing Entity”) to sell issue $___________ aggregate [●] principal amount of ____Class A-1 [●]% Asset Backed Certificates Notes (the "Certificates"“Class A-1 Notes”), each representing $[●] principal amount of [[Class A-2A [●]%] [Class A-2B Floating Rate]] Asset Backed Notes (the “Class A-2 Notes”), $[●] principal amount of Class A-3 [●]% Asset Backed Notes (the “Class A-3 Notes”), $[●] principal amount of Class A-4 [●]% Asset Backed Notes (the “Class A-4 Notes”) and $[●] principal amount of Class B [●]% Asset Backed Notes, (the “Class B Notes”, and together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the “Notes”) and to sell [a fractional undivided interest portion of] the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes, in the Trustrespective amounts listed on Schedule I hereto (the “Underwritten Notes”), to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”). The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates Notes will be issued pursuant to the Amended and Restated Trust Agreement to be dated as of _________ __, 200_ an Indenture (as amended and supplemented from time to time, the "Trust Agreement"“Indenture”), between the Bank and dated as of [________], 20[____], between the Issuing Entity and [●], as owner indenture trustee (in such capacity, the "Owner “Indenture Trustee"”). The assets of the Issuing Entity will include, among other things, the 20[__]-[_] Exchange Note (as defined below) backed by a pool of new Mercedes-Benz passenger car and sport utility vehicle [and smart automobile] leases and the related leased vehicles. Simultaneously with the issuance and sale of the Certificates Underwritten Notes as contemplated herein, the Trust will issue $_____________ aggregate principal amount of Class A-1 ____% Asset Backed Notes (the "Class A-1 Notes"), $_____________ aggregate principal amount of Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $_____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"), pursuant to the Indenture to be dated as of __________ __, 200_ an Amended and Restated Trust Agreement (as amended and supplemented from time to time, the "Indenture"“Trust Agreement”), between the Trust and dated [________], 20[__], between the Depositor and [●], as owner trustee (in such capacity, the “Owner Trustee”), the Issuing Entity will issue asset backed certificates (the “Certificates”), each such Certificate representing a fractional undivided beneficial interest in the Issuing Entity, to the Depositor. Daimler Trust, the titling trust (the “Titling Trust”) is governed by the Second Amended and Restated Trust Agreement (as amended and supplemented from time to time, the “Titling Trust Agreement”), dated as of April 1, 2008, among Mercedes-Benz Financial Services USA LLC (f/k/a DCFS USA LLC) (“MBFS USA”), as titling trust administrator, Mercedes-Benz Trust Holdings LLC, as initial beneficiary (the “Initial Beneficiary”) and BNY Mellon Trust of Delaware ((f/k/a BNYM (Delaware) (f/k/a The Bank of New York (Delaware)), as trustee (the “Titling Trustee”). On [________], 20[__] (the “20[__]-[_] Closing Date”), the Titling Trust, as borrower (the “Borrower”) shall, pursuant to (i) that certain Amended and Restated Collateral Agency Agreement (as amended and supplemented from time to time, the “Basic Collateral Agency Agreement”), dated as of March 1, 2009, among the Borrower, MBFS USA, as lender (in such capacity, the “Lender”) and as servicer (in such capacity, the “Servicer”), U.S. Bank Trust National Association, as administrative agent (the “Administrative Agent”) and Daimler Title Co., as collateral agent (the “Collateral Agent”) and (ii) a 20[__]-[_] Exchange Note Supplement (as amended and supplemented from time to time, the “Exchange Note Supplement”), dated as of [________], 20[__], among the Borrower, the Administrative Agent, the Collateral Agent, the Lender, the Servicer and the Indenture Trustee, issue a 20[__]-[_] Exchange Note (the “20[__]-[_] Exchange Note”) to the Lender evidencing the Borrower’s payment obligations in respect of certain advances made by the Lender to the Borrower. Amounts due on the 20[__]-[_] Exchange Note shall be paid from collections on the Titling Trust Assets allocated to the 20[__]-[_] Reference Pool as of the close of business on [________], as indenture trustee 20[__] (the "Indenture Trustee"), which will be sold pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Note Underwriters"“20[__]-[_] Cutoff Date”). The Notes Lender will sell the 20[__]-[_] Exchange Note to the Depositor pursuant to a First-Tier Sale Agreement (as amended and supplemented from time to time, the “First-Tier Sale Agreement”), dated as of [________], 20[__], between the Lender and the Certificates are sometimes referred Depositor, and the Depositor will sell the 20[__]-[_] Exchange Note to collectively herein the Issuing Entity pursuant to a Second-Tier Sale Agreement (as amended and supplemented from time to time, the "Securities"“Second-Tier Sale Agreement”), dated as of [________], 20[__], between the Depositor and the Issuing Entity. MBFS USA will continue to service the Titling Trust Assets allocated to the 20[__]-[_] Reference Pool pursuant to a 20[__]-[_] Servicing Supplement (as amended and supplemented from time to time, the “20[__]-[_] Servicing Supplement”), dated as of [________], 20[__], among the Servicer, the Lender, the Borrower and the Collateral Agent, which supplements that certain Amended and Restated Servicing Agreement (as amended and supplemented from time to time, the “Basic Servicing Agreement”), dated as of March 1, 2009, among the Lender, the Servicer, the Borrower and the Collateral Agent. The asset representations review will be performed by the Asset Representations Reviewer (as defined below) under an Asset Representations Review Agreement (the “Asset Representations Review Agreement”) dated as of [________], 20[__] among [●], a Delaware limited liability company, as asset representations reviewer (the “Asset Representations Reviewer”), the Issuing Entity and MBFS USA, as Administrator and Servicer. Capitalized terms used and not otherwise defined herein shall have the meanings assigned ascribed to such terms them in Appendix 1 to the Sale and Servicing Agreement Exchange Note Supplement or, if not defined therein, in Appendix A to be dated as of ____________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Basic Collateral Agency Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Certificates from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom _______________ is acting as representative (the "Representative").

Introductory. Chase Manhattan Bank USAVolkswagen Auto Lease/Loan Underwritten Funding, National Association, a national banking association LLC (the "Bank"), “Depositor” or the “Seller”) proposes to form Chase Manhattan Auto Owner Trust 200_-_ (the "Trust") to sell transfer $___________ 288,000,000 aggregate principal amount of ____0.19000% Auto Loan Asset Backed Certificates Class A-1 Notes (the "Certificates"“Class A-1 Notes”), each representing a fractional undivided interest in the Trust. The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement to be dated as of _________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and ____________, as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $_____________ 418,000,000 aggregate principal amount of Class A-1 ____0.42% Auto Loan Asset Backed Class A-2 Notes (the "“Class A-1 A-2 Notes"”), $_____________ 418,000,000 aggregate principal amount of Class A-2 ____0.91% Auto Loan Asset Backed Class A-3 Notes (the "“Class A-2 A-3 Notes"”), and $_____________ 126,000,000 aggregate principal amount of Class A-3 ____1.45% Auto Loan Asset Backed Class A-4 Notes (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "“Class A-4 Notes" and, ” and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "“Notes"”) to the underwriters set forth on Schedule I (each, an “Underwriter” and collectively, the “Underwriters”), acting severally and not jointly, for whom you are acting as representative (the “Representative”). The Notes will be issued pursuant to the Indenture to be an Indenture, dated as of __________ __April 30, 200_ 2014 (as amended and amended, supplemented or modified from time to time, the "“Indenture"”), between Volkswagen Auto Loan Enhanced Trust 2014-1 (the “Issuer”) and Deutsche Bank Trust and _________________, _____________Company Americas, as indenture trustee (in such capacity, the "“Indenture Trustee"”). The assets of the Issuer include, which among other things, motor vehicle retail installment sale contracts and/or installment loans secured by a combination of new and used automobiles, minivans and sport utility vehicles (the “Receivables”) and certain related rights. The Receivables will be sold pursuant to an underwriting agreement dated the date hereof Issuer by the Seller and will be serviced for the Issuer by VW Credit, Inc. (the "Note Underwriting Agreement"; together with this Agreement“VW Credit”), as servicer (in such capacity, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Note Underwriters"“Servicer”). The Notes and the Certificates are sometimes referred to collectively herein as the "Securities". Capitalized terms used and but not otherwise defined herein shall have the meanings assigned set forth in Appendix A to such terms in the Sale and Servicing Agreement to be Agreement, dated as of ____________ __April 30, 200_ 2014 (as amended and amended, supplemented or modified from time to time, the "“Sale and Servicing Agreement"”), between among the Trust Servicer, the Issuer, the Seller and the BankIndenture Trustee. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Underwriters, the Seller and ServicerVW Credit hereby agree that the “Closing Date” shall be April 30 2014, 10:00 a.m., New York City time (or at such other place and time on the same or other date as shall be agreed to in writing by the Representative and the Seller). This is to confirm The Seller has prepared and filed with the agreement concerning Securities and Exchange Commission (the purchase “Commission”) in accordance with the provisions of the Certificates from Securities Act of 1933, as amended, and the Bank rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a shelf registration statement on Form S-3 (having the registration number 333-185282), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the several underwriters named Commission not more than three years prior to the Closing Date or, the Seller has prepared and filed (before the expiration of such three year period) with the Commission in Schedule I hereto accordance with the provisions of the Securities Act, a new shelf registration statement on Form S-3 and such new registration statement includes unsold securities covered by the earlier registration statement, which such unsold securities may continue to be offered and sold until the earlier of the effective date of the new registration statement or 180 days after the third anniversary of the initial effective date of the prior registration statement, as permitted pursuant to paragraph (a)(5) of Rule 415 of the Securities Act. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of this Underwriting Agreement (this “Agreement”), the most recent such amendment is effective upon filing with the Commission pursuant to Rule 462 of the Securities Act or has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Securities Act, is referred to in this Agreement as the “Registration Statement.” The Seller proposes to file with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a supplement dated April 23, 2014 (the "Underwriters"“Prospectus Supplement”) to the prospectus dated April 16, 2014 (the “Base Prospectus”) relating to the Notes and the method of distribution thereof. The Base Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto filed with the Commission pursuant to Rule 424(b) prior to the Closing Date, is hereinafter referred to as the “Prospectus.” At or prior to 3:33 p.m. (Eastern Time) (U.S.) on April 23, 2014 (i.e., the date and time the first Contract of Sale (as defined below) for the Notes (the “Time of Sale”) was entered into as designated by the Representative), for whom _______________ is acting as representative the Seller had prepared (i) a preliminary prospectus, dated April 16, 2014 (the "Representative"“Preliminary Base Prospectus”) and a supplement to that Preliminary Base Prospectus, dated April 16, 2014 (the “Preliminary Prospectus Supplement”)., (ii) a supplement to the Preliminary Prospectus Supplement, dated April 23, 2014 (the “Red Supplement”) and (iii) the Ratings Free Writing Prospectus (as defined below). As used herein, the following terms have the meanings below:

Introductory. Chase Manhattan Bank USA, National AssociationTriad Financial Special Purpose LLC, a national banking association Delaware limited liability company (the "BankDepositor"), proposes to form Chase Manhattan Auto Owner Trust 200_-_ (the "Trust") to sell $___________ aggregate principal amount of ____% Asset Backed Certificates (the "Certificates"), each representing a fractional undivided interest in the Trust. The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ Underwriters named herein: (the "Cut-off Date"a) was equal to $[______________]. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement to be dated as of _________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and ____________, as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $_____________ aggregate 196,000,000 principal amount of Class A-1 ____3.604% Asset Backed Notes (the "Class A-1 Notes"), ; (b) $_____________ aggregate 256,509,000 principal amount of Class A-2 ____4.110% Asset Backed Notes (the "Class A-2 Notes"), ; (c) $_____________ aggregate 315,719,000 principal amount of Class A-3 ____4.280% Asset Backed Notes (the "Class A-3 Notes"); (d) and $_____________ aggregate 137,075,000 principal amount of Class A-4 ____4.420% Asset Backed Notes (the "Class A-4 Notes" and, together collectively with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes", "Notes" or "Underwritten Securities"); in each case issued by Triad Automobile Receivables Trust 2005-B (the "Trust"). Simultaneously with the issuance and sale of the Underwritten Securities as contemplated herein, the Trust will issue a trust certificate representing the beneficial ownership interest in the Trust (the "Certificate"). The Notes will be secured by the Receivables (as hereinafter defined) and certain other property of the Trust. The Notes will be issued pursuant to the Indenture to be dated as of __________ __July 28, 200_ 2005 (as amended and supplemented from time to time, the "Indenture"), ) by and between the Trust and _________________JPMorgan Chase Bank, _____________, as indenture trustee National Association (the "Indenture Trustee"). The Certificate will represent a beneficial interest in the Trust, the assets of which will include the Receivables and certain other property. The Certificate will be sold issued pursuant to an underwriting agreement dated the date hereof Amended and Restated Trust Agreement (the "Note Underwriting Trust Agreement"; together with this Agreement) to be dated as of July 28, 2005 between the Depositor, Triad Financial Corporation ("Underwriting AgreementsTriad") among the Bank and the underwriters named therein Wilmington Trust Company (the "Note UnderwritersOwner Trustee"). The Notes and Payments in respect of the Certificates are sometimes referred Certificate, to collectively herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have extent specified in the meanings assigned to such terms in Indenture, the Sale and Servicing Agreement and the Trust Agreement, are subordinated to be the rights of the holders of the Notes. The property of the Trust will include, among other things, a pool of motor vehicle retail installment sales contracts and installment loans for new and used automobiles and light duty trucks (the "Receivables"), sold by Triad to the Depositor pursuant to the Purchase Agreement (the "Purchase Agreement") dated as of ____________ __July 28, 200_ 2005, and certain monies due or in some cases received thereunder on or after June 30, 2005. The Receivables will be sold to the Trust by the Depositor and will be serviced for the Trust by Triad (as amended the "Servicer" or "Triad"), pursuant to the Sale and supplemented from time to time, Servicing Agreement (the "Sale and Servicing Agreement") to be dated as of July 28, 2005 by and among the Depositor, the Servicer, the Indenture Trustee and the Trust. The Class A Notes will have the benefit of a note insurance policy (the "Note Policy"), between issued by Financial Security Assurance Inc., a financial guaranty insurance company incorporated under the laws of the State of New York (the "Insurer"). In connection with the issuance of the Note Policy (i) the Indenture Trustee, Triad, the Trust and the BankInsurer will execute and deliver an Insurance and Indemnity Agreement dated as of July 28, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Certificates from the Bank by the several underwriters named in Schedule I hereto 2005 (the "UnderwritersInsurance Agreement")) and (ii) the Representatives and the Insurer will execute and deliver an Indemnification Agreement dated as of July 28, for whom _______________ is acting as representative 2005 (the "RepresentativeIndemnification Agreement"). Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Sale and Servicing Agreement.

Introductory. Chase Manhattan Bank USA, National AssociationAdvanta Business Receivables Corp., a national banking association Nevada corporation (the "BankCompany"), proposes proposes, subject to form Chase Manhattan Auto Owner Trust 200_-_ the terms and conditions stated herein, to cause Advanta Business Card Master Trust, a Delaware common law trust (the "TrustIssuer") ), to sell issue $___________ 320,000,000 aggregate principal amount of ____% Advanta Business Card Master Trust Class A Asset Backed Certificates Notes, Series 2000-C (the "CertificatesClass A Notes"), each representing a fractional undivided interest in the Trust. The assets $38,000,000 aggregate principal amount of the Advanta Business Card Master Trust will includeClass B Asset Backed Notes, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes Series 2000-C (the "ReceivablesClass B Notes") secured by new and used automobiles ), $28,000,000 aggregate principal amount of Advanta Business Card Master Trust Class C Asset Backed Notes, Series 2000-C (the "Financed VehiclesClass C Notes" and together with the Class A Notes and the Class B Notes, the "Offered Securities") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined)$14,000,000 aggregate principal amount of Advanta Business Card Master Trust Class D Asset Backed Notes, such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ Series 2000-C (the "Cut-off DateClass D Notes" and together with the Class A Notes, the Class B Notes and the Class C Notes, the ") was equal to $[______________]Notes"). The Certificates will be issued Issuer is a common law trust formed pursuant to the Amended and Restated a Trust Agreement to be Agreement, dated as of _________ __August 1, 200_ 2000 (as amended and supplemented from time to time, the "Trust Agreement"), ) between the Bank Company and ____________Wilmington Trust Company, as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale The Notes will be issued pursuant to a Master Indenture, dated as of the Certificates as contemplated hereinAugust 1, the Trust will issue $_____________ aggregate principal amount of Class A-1 ____% Asset Backed Notes 2000 (the "Class A-1 Notes"), $_____________ aggregate principal amount of Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $_____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"), pursuant to the Indenture to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Master Indenture"), between the Issuer and Bankers Trust and _________________, _____________Company, as indenture trustee (the "Indenture Trustee"), which will be sold pursuant as supplemented by the Series 2000-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇plement with respect to an underwriting agreement the Notes dated the date hereof as of November 16, 2000 (the "Note Underwriting Agreement"; Indenture Supplement" and together with this Agreementthe Master Indenture, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Note UnderwritersIndenture"). The Notes and assets of the Certificates Issuer will include, among other things, Receivables in a portfolio of MasterCard business revolving credit card accounts of Advanta Bank Corp. The Receivables are sometimes referred transferred to collectively herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings assigned Issuer pursuant to such terms in the Sale a Transfer and Servicing Agreement to be Agreement, dated as of ____________ __August 1, 200_ 2000 (as amended and supplemented from time to time, the "Sale Transfer and Servicing Agreement"), between the Trust Company, Advanta Bank Corp. ("Advanta"), as servicer (in such capacity, the "Servicer"), and the BankIssuer. The Receivables transferred to the Issuer by the Company are acquired by the Company from Advanta, 2 pursuant to a Receivables Purchase Agreement, dated as of August 1, 2000 (the "Receivables Purchase Agreement"), between the Company and Advanta. Advanta has granted a security interest in the Receivables to the Indenture Trustee for the benefit of the Noteholders pursuant to a letter agreement dated as of August 1, 2000 (the "Security Agreement"), between Advanta and the Indenture Trustee. Advanta has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2000 (the "Administration Agreement"), between Advanta, as Seller administrator (in such capacity, the "Administrator"), and Servicerthe Issuer. The Transfer and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Security Agreement and the Administration Agreement are referred to herein, collectively, as the "Transaction Documents." This Underwriting Agreement is referred to confirm herein as this "Agreement." To the agreement concerning extent not defined herein, capitalized terms used herein have the purchase of meanings assigned in the Certificates from Transaction Documents. Advanta and the Bank by Company hereby agree with the several underwriters named in for the Class A Notes listed on Schedule I A hereto (the "Class A Underwriters"), the underwriters for whom _______________ is acting as representative the Class B Notes listed on Schedule A hereto (the "RepresentativeClass B Underwriters")., and the underwriters for the Class C Notes listed on Schedule A hereto (the "Class C Underwriters," and together with the Class A Underwriters and the Class B Underwriters, the "Underwriters") as follows:

Introductory. Chase Manhattan Bank USA, National AssociationDaimler Trust Leasing LLC, a national banking association Delaware limited liability company (the "Bank"“Depositor”), proposes to form Chase Manhattan cause Mercedes-Benz Auto Owner Lease Trust 200_-_ 2014-A (the "Trust"“Issuing Entity”) to sell $___________ aggregate principal amount of ____% Asset Backed Certificates (the "Certificates"), each representing a fractional undivided interest in the Trust. The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement to be dated as of _________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and ____________, as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $_____________ aggregate 393,000,000 principal amount of Class A-1 ____0.20000% Asset Backed Notes (the "“Class A-1 Notes"”), $_____________ aggregate $ 405,000,000 principal amount of Class A-2 ____A-2-A 0.48% Asset Backed Notes (the "“Class A-2 A-2-A Notes"”), $_____________ aggregate 405,000,000 principal amount of Class A-3 ____A-2-B LIBOR + 0.18% Asset Backed Notes (the "“Class A-3 A-2-B Notes") ”, and together with the Class A-2-A Notes, the “Class A-2 Notes”), $_____________ aggregate 564,290,000 principal amount of Class A-4 ____A-3 0.68% Asset Backed Notes (the "“Class A-3 Notes”) and $220,000,000 principal amount of Class A-4 0.90% Asset Backed Notes (the “Class A-4 Notes" ” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "“Notes"”) and to sell the Notes in the respective amounts listed on Schedule I hereto to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”). The Notes will be issued pursuant to the an Indenture to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "“Indenture"”), dated as of April 1, 2014, between the Trust Issuing Entity and _________________, _____________U.S. Bank National Association, as indenture trustee (in such capacity, the "“Indenture Trustee"”). The assets of the Issuing Entity will include, which will be sold among other things, the 2014-A Exchange Note (as defined below) backed by a pool of new Mercedes-Benz passenger car, sport utility vehicle and crossover automobile leases and the related leased vehicles. Simultaneously with the issuance and sale of the Notes as contemplated herein, pursuant to an underwriting agreement Amended and Restated Trust Agreement (as amended and supplemented from time to time, the “Trust Agreement”), dated April 1, 2014, between the date hereof Depositor and Wilmington Trust, National Association, as owner trustee (in such capacity, the “Owner Trustee”), the Issuing Entity will issue asset backed certificates (the "Note Underwriting Agreement"; together with this Agreement“Certificates”), each such Certificate representing a fractional undivided beneficial interest in the Issuing Entity, to the Depositor. Daimler Trust, the "Underwriting Agreements"titling trust (the “Titling Trust”) is governed by the Second Amended and Restated Trust Agreement (as amended and supplemented from time to time, the “Titling Trust Agreement”), dated as of April 1, 2008, among Mercedes-Benz Financial Services USA LLC (f/k/a DCFS USA LLC) (“MBFS USA”), as titling trust administrator, Daimler Trust Holdings LLC, as initial beneficiary (the “Initial Beneficiary”) and BNY Mellon Trust of Delaware ((f/k/a BNYM (Delaware) (f/k/a The Bank of New York (Delaware)), as trustee (the “Titling Trustee”). On April 9, 2014 (the “2014-A Closing Date”), the Titling Trust, as borrower (the “Borrower”) shall, pursuant to (i) that certain Amended and Restated Collateral Agency Agreement (as amended and supplemented from time to time, the “Basic Collateral Agency Agreement”), dated as of March 1, 2009, among the Borrower, MBFS USA, as lender (in such capacity, the “Lender”) and as servicer (in such capacity, the “Servicer”), U.S. Bank Trust National Association, as administrative agent (the “Administrative Agent”) and Daimler Title Co., as collateral agent (the “Collateral Agent”) and (ii) a 2014-A Exchange Note Supplement (as amended and supplemented from time to time, the “Exchange Note Supplement”), dated as of April 1, 2014, among the Borrower, the Administrative Agent, the Collateral Agent, MBFS USA, as Lender and as Servicer and the underwriters named therein Indenture Trustee, issue a 2014-A Exchange Note (the "“2014-A Exchange Note”) to the Lender evidencing the Borrower’s payment obligations in respect of certain advances made by the Lender to the Borrower. Amounts due on the 2014-A Exchange Note Underwriters"shall be paid from collections on the Titling Trust Assets allocated to the 2014-A Reference Pool as of the close of business on February 28, 2014 (the “2014-A Cutoff Date”). The Notes Lender will sell the 2014-A Exchange Note to the Depositor pursuant to a First Tier Sale Agreement (as amended and supplemented from time to time, the “First Tier Sale Agreement”), dated as of April 1, 2014, between the Lender and the Certificates are sometimes referred Depositor, and the Depositor will sell the 2014-A Exchange Note to collectively herein the Issuing Entity pursuant to a Second Tier Sale Agreement (as amended and supplemented from time to time, the "Securities"“Second Tier Sale Agreement”), dated as of April 1, 2014, between the Depositor and the Issuing Entity. MBFS USA will continue to service the Titling Trust Assets allocated to the 2014-A Reference Pool pursuant to a 2014-A Servicing Supplement (as amended and supplemented from time to time, the “2014-A Servicing Supplement”), dated as of April 1, 2014, among MBFS USA, as Servicer and as Lender, the Borrower and the Collateral Agent, which supplements that certain Amended and Restated Servicing Agreement (as amended and supplemented from time to time, the “Basic Servicing Agreement”), dated as of March 1, 2009, among the Lender, the Servicer, the Borrower and the Collateral Agent. Capitalized terms used and not otherwise defined herein shall have the meanings assigned ascribed to such terms them in Appendix 1 to the Sale and Servicing Agreement Exchange Note Supplement or, if not defined therein, in Appendix A to be dated as of ____________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Basic Collateral Agency Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Certificates from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom _______________ is acting as representative (the "Representative").

Introductory. Chase Manhattan Bank USA, National Association, a national banking association ▇▇▇▇▇▇▇▇ Receivables LLC (the "Bank"), proposes to form Chase Manhattan Auto Owner Trust 200_-_ “Seller”) filed a registration statement with the Securities and Exchange Commission (the "Trust"“Commission”) on the date hereof pursuant to sell $___________ aggregate principal amount Rule 462(b) of ____% Asset Backed Certificates the Securities Act of 1933, as amended (the "Certificates"), each representing a fractional undivided interest in the Trust. The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables"“Act”) secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables relating to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement to be dated as of _________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and ____________, as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale from time to time of up to $53,000,000 of asset backed notes and/or asset backed certificates, which incorporates by reference the Certificates as contemplated herein, registration statement previously filed by the Trust will Seller with the Commission relating to the issuance and sale from time to time of up to $800,000,000 of asset backed notes and/or asset backed certificates and proposes to cause FRANKLIN AUTO TRUST 2003-1 (the “Trust”) to issue and sell to Citigroup Global Markets Inc. (the “Underwriter”) $_____________ aggregate 37,000,000 principal amount of its 1.25% Class A-1 ____% Asset Backed Notes (the "“Class A-1 Notes"”), $_____________ aggregate 112,500,000 principal amount of its 1.31% Class A-2 ____% Asset Backed Notes (the "“Class A-2 Notes"”), $_____________ aggregate 58,000,000 principal amount of its 1.65% Class A-3 ____% Asset Backed Notes (the "“Class A-3 Notes"”) and $_____________ aggregate 110,500,000 principal amount of its 2.27% Class A-4 ____% Asset Backed Notes (the "“Class A-4 Notes" and, ” and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "“Notes"”). The Notes will have the benefit of a financial guaranty insurance policy issued by MBIA Insurance Corporation (the “Security Insurer”). The Trust will also issue Certificates (the “Certificates” and together with the Notes, the “Securities”) which will be retained by the Seller. The assets of the Trust will include, among other things, a pool of prime, non-prime and sub-prime motor vehicle retail installment sale contracts (the “Initial Receivables”) secured by new and used automobiles and light trucks financed thereby (the “Initial Financed Vehicles”), and certain monies received thereunder on or after June 1, 2003 (the “Initial Cutoff Date”) and additional prime, non-prime and sub-prime motor vehicle retail installment sale contracts (the “Subsequent Receivables” and together with the Initial Receivables, the “Receivables”) secured by new and used automobiles and light trucks financed thereby (the “Subsequent Financed Vehicles”), and certain monies received thereunder on or after the related cutoff date (each a “Subsequent Cutoff Date”) and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Sale and Servicing Agreement to be dated as of June 1, 2003 (the “Sale and Servicing Agreement”) among the Trust, the Seller, Franklin Capital Corporation (“Franklin Capital”), as servicer (the “Servicer”) and Franklin Resources, Inc. (“Franklin Resources”). Pursuant to the Sale and Servicing Agreement, the Seller will sell the Receivables to the Trust and the Servicer will service the Receivables on behalf of the Trust. In addition, pursuant to the Sale and Servicing Agreement, the Servicer will agree to perform certain administrative tasks on behalf of the Trust imposed on the Trust under the Indenture. The Notes will be issued pursuant to the Indenture to be dated as of __________ __June 1, 200_ 2003 (as amended and supplemented from time to time, the "“Indenture"”), between the Trust and _________________The Bank of New York (the “Trustee”). The Seller will form the Trust pursuant to a Trust Agreement (the “Trust Agreement”) to be dated as of June 1, _____________2003 between the Seller and Deutsche Bank Trust Company Delaware, as indenture owner trustee (the "Indenture “Owner Trustee"), which will be sold pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Note Underwriters"”). The Notes Certificates, each representing a fractional undivided equity interest in the Trust, will be issued pursuant to the Trust Agreement. The Receivables were or will be originated or acquired by Franklin Capital. Franklin Capital will sell the Receivables owned by it to the Seller pursuant to the terms of the Purchase Agreement (the “Loan Purchase Agreement”) dated as of June 1, 2003 between the Seller and the Certificates are sometimes referred to collectively herein as the "Securities"Franklin Capital. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms given them in the Sale and Servicing Agreement to be dated as of ____________ __, 200_ (as amended and supplemented from time to timeAgreement. As used herein, the "term “Basic Documents” refers to the Sale and Servicing Agreement"), between Indenture, Trust Agreement, Spread Account Agreement, Loan Purchase Agreement, the Trust and letter agreement in the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase form of the Certificates from the Bank by the several underwriters named in Schedule I Exhibit A hereto (the "Underwriters"“Letter Agreement”), for whom _______________ is acting as representative (the "Representative")Insurance and Indemnity Agreement, Indemnification Agreement and Note Depository Agreement.

Introductory. Chase Manhattan Bank USA, National AssociationDaimler Trust Leasing LLC, a national banking association Delaware limited liability company (the "Bank"“Depositor”), proposes to form Chase Manhattan cause Mercedes-Benz Auto Owner Lease Trust 200_-_ 2016-A (the "Trust"“Issuing Entity”) to sell $___________ aggregate principal amount of ____% Asset Backed Certificates (the "Certificates"), each representing a fractional undivided interest in the Trust. The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement to be dated as of _________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and ____________, as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $_____________ aggregate 280,000,000 principal amount of Class A-1 ____0.65000% Asset Backed Notes (the "“Class A-1 Notes"”), $_____________ aggregate 429,000,000 principal amount of Class A-2 ____A-2A 1.34% Asset Backed Notes (the "“Class A-2 A-2A Notes"”), $_____________ aggregate 184,000,000 principal amount of Class A-3 ____A-2B LIBOR + 0.56% Asset Backed Notes (the "“Class A-3 A-2B Notes") ”, and together with the Class A-2A Notes, the “Class A-2 Notes”), $_____________ aggregate 325,000,000 principal amount of Class A-4 ____A-3 1.52% Asset Backed Notes (the "“Class A-3 Notes”) and $79,930,000 principal amount of Class A-4 1.69% Asset Backed Notes (the “Class A-4 Notes" ” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "“Notes"”) and to sell the Notes in the respective amounts listed on Schedule I hereto to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”). The Notes will be issued pursuant to the an Indenture to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "“Indenture"”), dated as of March 1, 2016, between the Trust Issuing Entity and _________________, _____________U.S. Bank National Association, as indenture trustee (in such capacity, the "“Indenture Trustee"”). The assets of the Issuing Entity will include, which will be sold among other things, the 2016-A Exchange Note (as defined below) backed by a pool of new Mercedes-Benz passenger car and sport utility vehicle leases and the related leased vehicles. Simultaneously with the issuance and sale of the Notes as contemplated herein, pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Bank Amended and the underwriters named therein (the "Note Underwriters"). The Notes and the Certificates are sometimes referred to collectively herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Sale and Servicing Restated Trust Agreement to be dated as of ____________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing “Trust Agreement"”), dated March 1, 2016, between the Trust Depositor and the BankWilmington Trust, National Association, as Seller and Servicer. This is to confirm owner trustee (in such capacity, the agreement concerning “Owner Trustee”), the purchase of the Certificates from the Bank by the several underwriters named in Schedule I hereto Issuing Entity will issue asset backed certificates (the "Underwriters"“Certificates”), for whom _______________ is acting as representative (each such Certificate representing a fractional undivided beneficial interest in the "Representative")Issuing Entity, to the Depositor.

Introductory. Chase Manhattan Bank USAConn’s Receivables Funding 2017-A, National Association, a national banking association LLC (the "Bank"), “Issuer”) proposes to form Chase Manhattan Auto Owner Trust 200_-_ (the "Trust") to sell $___________ 313,220,000 aggregate principal amount of ____% Asset Backed Certificates Fixed Rate Notes, Class A, Series 2017-A (the "Certificates"“Class A Notes”), each representing a fractional undivided interest in the Trust. The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement to be dated as of _________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and ____________, as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $_____________ 106,270,000 aggregate principal amount of Class A-1 ____% Asset Backed Notes Fixed Rate Notes, Class B, Series 2017-A (the "“Class A-1 B Notes"”), and $_____________ 50,340,000 aggregate principal amount of Class A-2 ____% Asset Backed Notes Fixed Rate Notes, Class C, Series 2017-A (the "“Class A-2 C Notes"), $_____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" ” and, together with the Class A-1 Notes, the Class A-2 A Notes and the Class A-3 B Notes, the "“Purchased Notes"”) to you as initial purchasers (the “Initial Purchasers”). The Purchased Notes, together with the Asset Backed Class R Notes, Series 2017-A (the “Class R Notes” and, collectively with the Purchased Notes, the “Notes”) will be issued pursuant to the Indenture a Base Indenture, to be dated as of __________ __April 19, 200_ 2017 (the “Base Indenture”), as amended and supplemented from time by a Supplemental Indenture, to timebe dated as of April 19, 2017 (the Base Indenture, as supplemented by such Supplemental Indenture, the "“Indenture"”), each between the Issuer and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”). The Notes will be secured by the assets of the Issuer, which will consist primarily of a certificate (the “Receivables Trust Certificate”) representing a 100% interest in the Conn’s Receivables 2017-A Trust (the “Receivables Trust”). The Receivables Trust Certificate will be issued pursuant to, and the Receivables Trust will be governed by, the terms of an Amended and Restated Trust Agreement, to be dated as of 19, 2017 (the “Trust Agreement”) between Conn Appliances Receivables Funding, LLC (the “Depositor”) and Wilmington Trust, National Association (the “Receivables Trust Trustee”). The assets of the Receivables Trust will consist primarily of certain retail installment sales contracts (the “Receivables”) made to finance customer purchases of Merchandise from Conn Appliances, Inc. (“Conn Appliances”), which were previously conveyed to Conn Credit I, L.P. (the “Seller”) and certain related rights. The Receivables Trust Certificate will be sold to the Issuer pursuant to the terms of a Purchase and Sale Agreement, to be dated as of April 19, 2017 (the “Purchase and Sale Agreement”), between the Trust Depositor and _________________, _____________, as indenture trustee (the "Indenture Trustee"), which Issuer. The Class R Notes will be retained by the Depositor on the Closing Date. The Receivables will be sold (i) by the Seller to the Depositor pursuant to an underwriting agreement a First Receivables Purchase Agreement, to be dated the date hereof as of April 19, 2017 (the "Note Underwriting “First Receivables Purchase Agreement"; together with this ”), between the Seller and the Depositor, and (ii) by the Depositor to the Receivables Trust pursuant to a Second Receivables Purchase Agreement, to be dated as of April 19, 2017 (the "Underwriting Agreements") “Second Receivables Purchase Agreement”), between the Depositor and the Receivables Trust. The Receivables will be serviced for the Receivables Trust by Conn Appliances pursuant to the terms of a Servicing Agreement, to be dated as of April 19, 2017 (the “Servicing Agreement”), among the Bank Issuer, the Receivables Trust, the Trustee and Conn Appliances, as servicer (in such capacity, the “Servicer”). Systems & Services Technologies, Inc. (“SST”) will act as the back-up servicer of the Receivables pursuant to the terms of a Back-Up Servicing Agreement, to be dated as of April 19, 2017 (the “Back-Up Servicing Agreement”), among the Receivables Trust, the Servicer, the Issuer, the Trustee and SST, as back-up servicer (in such capacity, the “Back-Up Servicer”). In connection with the issuance of the Notes, the Conn’s Receivables 2015-A Trust, the Conn’s Receivables 2016-A Trust, the Conn’s Receivables 2016-B Trust, the Receivables Trust, Conn Appliances, Conn Credit Corporation, Inc. and the underwriters named therein Seller will also enter into a Third Amended and Restated Intercreditor Agreement, to be dated as of April 19, 2017 (the "Note Underwriters"“Intercreditor Agreement”). The Notes , with Bank of America, N.A., as collateral agent, providing for the release of certain of the Receivables from the lien of an existing financing arrangement and the Certificates are sometimes referred to collectively herein as the "Securities"related matters. Capitalized terms used and but not otherwise defined herein shall have the meanings assigned to such terms set forth in the Indenture. The Initial Purchasers, the Issuer, the Depositor, Conn Appliances and Conn’s, Inc. hereby agree that the “Closing Date” shall be April 19, 2017, at 10:00 a.m. New York City time (or at such other place and time on the same or other date as shall be agreed to in writing by the Initial Purchasers and the Depositor). The terms of the Purchased Notes are set forth in the Preliminary Offering Memorandum and are, or will be, set forth in the Offering Memorandum (each as defined below). Pursuant to this Note Purchase Agreement (this “Agreement”), and subject to the terms hereof, the Issuer agrees to sell the Purchased Notes to the Initial Purchasers. Any sale of the Purchased Notes will be made without registration of the Purchased Notes under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon exemptions from the registration requirements of the Securities Act. For purposes of this Agreement, the Indenture, the Notes, the Trust Agreement, the Purchase and Sale Agreement, the First Receivables Purchase Agreement, the Second Receivables Purchase Agreement, the Servicing Agreement, the Back-Up Servicing Agreement, the Intercreditor Agreement and this Agreement are collectively referred to herein as the “Transaction Documents”. Prior to (i) with respect to the Class A Notes and Class B Notes, 1:45 p.m. New York City time on April 11, 2017 (i.e., the date and time the first Contract of Sale (as defined below) for the Class A Notes and Class B Notes was entered into, as designated by the Initial Purchasers) and (ii) with respect to the Class C Notes, 1:00 p.m. New York City time on April 12, 2017 (i.e, the date and time the first Contract of Sale (as defined below) for the Class C Notes (as applicable, the “Time of Sale”) the Issuer had prepared (i) the Preliminary Offering Memorandum, dated April 4, 2017 (the “Preliminary Offering Memorandum”), (ii) the CONN 2017-A ABS Investor Presentation, dated April 5, 2017 (the “Deal Road Show”), (iii) the Intex CMO Description Information (CDI) meta language describing the transactions contemplated by the Transaction Documents (the “CDI Data”), (iv) the data file entitled “Conn17a_Pricing Scenario.sss” (the “Data File”), (v) the Microsoft Excel file entitled “CONN 2017-A_Static Pool Exhibit A” (the “Static Pool Appendix File”), (vi) the Microsoft Excel file entitled “CON17A CF for EV 040717” (the “Intex Runs File”) and (vii) the Microsoft Excel file entitled “CONN 2017-A_Static Pool Exhibit C” (the “Replines File” and, collectively with the Preliminary Offering Memorandum, the Deal Road Show, the CDI Data, the Data File, the Intex Runs File and the Static Pool Appendix File, the “Time of Sale Information”). Any reference in this Agreement to the Preliminary Offering Memorandum and the Offering Memorandum will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein as of the date of the Preliminary Offering Memorandum or Offering Memorandum, as applicable. If, subsequent to the Time of Sale and Servicing Agreement prior to be dated as of ____________ __, 200_ (as amended and supplemented from time to timethe Closing Date, the "Time of Sale Information, taken as a whole, included 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, not misleading, and the Initial Purchasers terminate their existing Contracts of Sale and Servicing Agreement")enter into new Contracts of Sale with investors in the Purchased Notes, between then the Trust “Time of Sale Information” will refer to the information conveyed to investors at the time of entry into such new Contracts of Sale, including in an amended Preliminary Offering Memorandum approved by the Issuer and the BankInitial Purchasers that corrects such material misstatements or omissions, as Seller and Servicer“Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into. This is The Depositor will prepare and deliver to confirm the agreement concerning Initial Purchasers, on or promptly after the purchase date hereof, a final offering memorandum, dated the date hereof, including pricing-dependent information, for the offering of the Certificates Purchased Notes, in form and substance reasonably acceptable to the Initial Purchasers (the “Offering Memorandum”). Each of the Issuer, the Depositor, Conn Appliances and Conn’s, Inc. hereby confirms that it has authorized the use of the Preliminary Offering Memorandum, the other Time of Sale Information and the Offering Memorandum in connection with the offering and resale of the Purchased Notes by the Initial Purchasers in accordance with the terms hereof. The Initial Purchasers, the Issuer, the Depositor, Conn Appliances and Conn’s, Inc. understand that the Purchased Notes have not been and will not be registered under the Securities Act in reliance on certain exemptions from the Bank registration requirements thereof. Each class of the Purchased Notes will be represented by the several underwriters named one or more global notes in Schedule I hereto (the "Underwriters"), for whom _______________ is acting as representative (the "Representative")fully registered form without coupons.

Introductory. Chase Manhattan Bank USA, National Association, a national banking association BMW FS Securities LLC (the "Bank"), “Depositor”) proposes to form Chase Manhattan Auto cause BMW Vehicle Owner Trust 200_-_ 2013-A (the "“Trust"”) to issue and sell $___________ aggregate 215,000,000 principal amount of ____its 0.23000% Asset Backed Certificates Class A-1 Notes (the "Certificates"“Class A-1 Notes”), each representing a fractional undivided interest in the Trust. The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement to be dated as of _________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and ____________, as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $_____________ aggregate 221,000,000 principal amount of its 0.41% Class A-1 ____% Asset Backed A-2 Notes (the "“Class A-1 A-2 Notes"”), $_____________ aggregate 265,000,000 principal amount of its 0.67% Class A-2 ____% Asset Backed A-3 Notes (the "“Class A-2 A-3 Notes"), ”) and $_____________ aggregate 49,000,000 principal amount of its 1.12% Class A-3 ____% Asset Backed A-4 Notes (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "“Class A-4 Notes" and, ” and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "“ Notes"”) to the several underwriters set forth on Schedule I (each, an “Underwriter”), for whom Credit Suisse Securities (USA) LLC is acting as representative (the “Representative”) pursuant to the Indenture terms of this underwriting agreement dated October 29, 2013 by and among the Depositor, BMW Financial Services NA, LLC (“BMW Financial Services”) and Credit Suisse Securities (USA) LLC, on behalf of itself and as Representative for the several Underwriters (this “Agreement”). The Notes will be issued pursuant to be an Indenture, dated as of __________ __October 1, 200_ 2013 (as amended and supplemented from time to time, the "“Indenture"”), between the Trust and _________________, _____________U.S. Bank National Association, as indenture trustee (in such capacity, the "“Indenture Trustee"”). The assets of the Trust will include, among other things, a pool of motor vehicle retail installment sale contracts transferred to the Trust on the Closing Date referred to in Section 3(a) hereof (the “Receivables”) secured by new and used automobiles, motorcycles and light-duty trucks financed thereby (the “Vehicles”) and certain monies received thereunder after the close of business on September 30, 2013 (the “Cutoff Date”) and other property and proceeds thereof to be conveyed to the Trust pursuant to a Sale and Servicing Agreement dated as of October 1, 2013 (the “Sale and Servicing Agreement”), which among the Trust, BMW Financial Services, as servicer (in such capacity, the “Servicer”), sponsor, administrator and custodian, the Depositor and the Indenture Trustee. Pursuant to the Sale and Servicing Agreement, the Depositor will be sold sell the Receivables to the Trust and the Servicer will service the Receivables on behalf of the Trust. In addition, pursuant to an underwriting agreement Owner Trust Administration Agreement dated the date hereof as of October 1, 2013 (the "Note Underwriting “Owner Trust Administration Agreement"; ”), among the Trust, BMW Financial Services, as administrator (in such capacity, the “Administrator”), and the Indenture Trustee, BMW Financial Services will agree to perform certain administrative duties on behalf of the Trust. The Depositor formed the Trust pursuant to a Trust Agreement dated July 19, 2013, as amended and restated as of November 6, 2013 (the “Trust Agreement”), between the Depositor and Wilmington Trust, National Association, as owner trustee (the “Owner Trustee”). The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Trust Agreement. The Depositor will acquire the Receivables from BMW Financial Services pursuant to a Receivables Purchase Agreement, dated as of October 1, 2013 (the “BMW FS Receivables Purchase Agreement”), between the Depositor and BMW Financial Services and from BMW Bank of North America (“BMW Bank”) pursuant to a Receivables Purchase Agreement, dated as of October 1, 2013 (the “BMW Bank Receivables Purchase Agreement” and, together with this the BMW FS Receivables Purchase Agreement, the "Underwriting “Receivables Purchase Agreements") among ”), between the Bank Depositor and the underwriters named therein (the "Note Underwriters"). The Notes and the Certificates are sometimes referred to collectively herein as the "Securities"BMW Bank. Capitalized terms used and but not otherwise defined herein shall have the meanings assigned to such terms set forth in the Sale and Servicing Agreement to be dated or the Indenture, as of ____________ __, 200_ (as amended and supplemented from time to timethe case may be. As used herein, the "term “Transaction Documents” refers to the Sale and Servicing Agreement", the Indenture, the Trust Agreement, the Receivables Purchase Agreements, the Owner Trust Administration Agreement and the Note Depository Letter. At or prior to the time when sales (including any contracts of sale) of the Notes were first made to investors by the Underwriters, which shall be deemed to be 2:05 p.m. on October 29, 2013 (the “Time of Sale”), between the Trust Depositor had prepared the following information (together, as a whole, the “Time of Sale Information”): (i) the base prospectus dated October 28, 2013 (the “Base Prospectus”) and the Bankfree writing prospectus dated October 28, 2013 as supplemented by the free writing prospectus dated October 29, 2013 (together, along with any information referred to under the captions “Static Pools” and “Appendix A –Static Pool Information” therein, the “Initial Free Writing Prospectus”), and (ii) each “free writing prospectus” (as defined pursuant to Rule 405 of the Securities Act of 1933, as Seller and Servicer. This is to confirm amended (the agreement concerning “Act”)), if any, or other preliminary prospectus, if any, listed on Schedule III hereto (as it may be amended with the purchase approval in writing of the Certificates from parties hereto). If, subsequent to the Bank Time of Sale and prior to the Closing Date, it is determined by the several underwriters named parties that such information included an untrue statement of material fact or omitted to state a material fact necessary in Schedule I hereto order to make the statements therein, in the light of the circumstances under which they were made, not misleading, then the investors may terminate their “contracts of sale” (within the meaning of Rule 159 under the Act) (each, a “Contract of Sale”). If, following any such termination, the Underwriters, with prior written notice to the Depositor and BMW Financial Services, enter into new contracts of sale with investors for the Notes, then “Time of Sale Information” will refer to the documents agreed upon in writing by the Depositor and the Representative that correct such material misstatements or omissions (the "Underwriters"), for whom _______________ is acting as representative (“Corrected Time of Sale Information”) and “Time of Sale” will refer to the "time and date agreed upon by the Depositor and the Representative").

Introductory. Chase Manhattan Bank USA, National AssociationAmerican Honda Receivables LLC, a national banking association Delaware limited liability company (the "Bank"“Company”), proposes proposes, subject to form Chase Manhattan the terms and conditions stated herein, to cause the Honda Auto Receivables 2015-4 Owner Trust 200_-_ (the "“Trust"”) to sell $___________ 460,000,000 aggregate principal amount of ____0.82% Asset Backed Certificates Notes, Class A-2 (the "“Class A-2 Notes”), $340,000,000 aggregate principal amount of 1.23% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”) and $100,000,000 aggregate principal amount of 1.44% Asset Backed Notes, Class A-4 (the “Class A-4 Notes” and together with the Class A-2 Notes and the Class A-3 Notes, the “Underwritten Notes”) to the several underwriters set forth on Schedule A (each, an “Underwriter”), for which Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and SMBC Nikko Securities America, Inc. are each acting as a representative (in such capacity, each a “Representative” and collectively, the “Representatives”), pursuant to the terms of this underwriting agreement dated October 14, 2015 by and among the Company, American Honda Finance Corporation (“AHFC”), Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and SMBC Nikko Securities America, Inc., acting on behalf of themselves and as Representatives for the several Underwriters (this “Agreement”). The Underwritten Notes are to be issued together with $292,000,000 aggregate principal amount of 0.40000% Asset Backed Notes, Class A-1 (the “Class A-1 Notes” and together with the Underwritten Notes, the “Notes”). The Class A-1 Notes will be retained by the Company. The Notes will be issued pursuant to the Indenture, dated October 22, 2015 (the “Indenture”), between the Trust and The Bank of New York Mellon (the “Indenture Trustee”). Concurrently with the issuance of the Notes and sale of the Underwritten Notes as contemplated herein, the Trust will issue $30,568,788.34 aggregate principal amount of certificates of beneficial interest (the “Certificates"”), each representing a fractional undivided an interest in the TrustOwner Trust Estate. The assets of Company will retain the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]Certificates. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement to be Agreement, dated as of _________ __October 22, 200_ 2015 (as amended and supplemented from time to time, the "“Trust Agreement"”), between the Company and U.S. Bank and ____________Trust National Association, as owner trustee (in such capacity, the "“Owner Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $_____________ aggregate principal amount of Class A-1 ____% Asset Backed Notes (the "Class A-1 Notes"), $_____________ aggregate principal amount of Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $_____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"), pursuant to the Indenture to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Indenture"), between the Trust and _________________, _____________, as indenture trustee (the "Indenture Trustee"), which will be sold pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Note Underwriters"”). The Notes and the Certificates are sometimes referred subordinated to collectively herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Sale and Servicing Agreement to be dated as of ____________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Certificates from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom _______________ is acting as representative (the "Representative")Notes.

Introductory. Chase Manhattan Bank USAConn’s Receivables Funding 2016-B, National Association, a national banking association LLC (the "Bank"), “Issuer”) proposes to form Chase Manhattan Auto Owner Trust 200_-_ (the "Trust") to sell $___________ 391,840,000 aggregate principal amount of ____% Asset Backed Certificates Fixed Rate Notes, Class A, Series 2016-B (the "Certificates"“Class A Notes”), each representing a fractional undivided interest in the Trust. The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement to be dated as of _________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and ____________, as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $_____________ 111,960,000 aggregate principal amount of Class A-1 ____% Asset Backed Notes Fixed Rate Notes, Class B, Series 2016-B (the "“Class A-1 B Notes"), $_____________ aggregate principal amount of Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $_____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" ” and, together with the Class A-1 A Notes, the “Purchased Notes”) to you as initial purchasers (the “Initial Purchasers”). The Purchased Notes, together with the $48,980,000 aggregate principal amount of Asset Backed Fixed Rate Notes, Class A-2 C, Series 2016-B (the “Class C Notes”) and the Asset Backed Class R Notes, Series 2016-B (the “Class R Notes” and, collectively with the Purchased Notes and the Class A-3 C Notes, the "“Notes"), ”) will be issued pursuant to the Indenture a Base Indenture, to be dated as of __________ __October 6, 200_ 2016 (the “Base Indenture”), as amended and supplemented from time by a Supplemental Indenture, to timebe dated as of October 6, 2016 (the Base Indenture, as supplemented by such Supplemental Indenture, the "“Indenture"”), each between the Issuer and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”). The Notes will be secured by the assets of the Issuer, which will consist primarily of a certificate (the “Receivables Trust Certificate”) representing a 100% interest in the Conn’s Receivables 2016-B Trust (the “Receivables Trust”). The Receivables Trust Certificate will be issued pursuant to, and the Receivables Trust will be governed by, the terms of an Amended and Restated Trust Agreement, to be dated as of October 6, 2016 (the “Trust Agreement”) between Conn Appliances Receivables Funding, LLC (the “Depositor”) and Wilmington Trust, National Association (the “Receivables Trust Trustee”). The assets of the Receivables Trust will consist primarily of certain retail installment sales contracts (the “Receivables”) made to finance customer purchases of Merchandise from Conn Appliances, Inc. (“Conn Appliances”), which were previously conveyed to Conn Credit I, L.P. (the “Seller”) and certain related rights. The Receivables Trust Certificate will be sold to the Issuer pursuant to the terms of a Purchase and Sale Agreement, to be dated as of October 6, 2016 (the “Purchase and Sale Agreement”), between the Trust Depositor and _________________, _____________, as indenture trustee (the "Indenture Trustee"), which Issuer. The Class C Notes and the Class R Notes will be retained by the Depositor on the Closing Date. The Receivables will be sold (i) by the Seller to the Depositor pursuant to an underwriting agreement a Receivables Purchase Agreement, to be dated the date hereof as of October 6, 2016 (the "Note Underwriting “First Receivables Purchase Agreement"; together with this ”), between the Seller and the Depositor, and (ii) by the Depositor to the Receivables Trust pursuant to a Receivables Purchase Agreement, to be dated as of October 6, 2016 (the "Underwriting Agreements") “Second Receivables Purchase Agreement”), between the Depositor and the Receivables Trust. The Receivables will be serviced for the Receivables Trust by Conn Appliances pursuant to the terms of a Servicing Agreement, to be dated as of October 6, 2016 (the “Servicing Agreement”), among the Bank Issuer, the Receivables Trust, the Trustee and Conn Appliances, as servicer (in such capacity, the “Servicer”). Systems & Services Technologies, Inc. (“SST”) will act as the back-up servicer of the Receivables pursuant to the terms of a Back-Up Servicing Agreement, to be dated as of October 6, 2016 (the “Back-Up Servicing Agreement”), among the Receivables Trust, the Servicer, the Issuer, the Trustee and SST, as back-up servicer (in such capacity, the “Back-Up Servicer”). In connection with the issuance of the Notes, the Conn’s Receivables 2015-A Trust, the Conn’s Receivables 2016-A Trust, the Receivables Trust, Conn Appliances, Conn Credit Corporation, Inc. and the underwriters named therein Seller will also enter into an Intercreditor Agreement, to be dated as of October 6, 2016 (the "Note Underwriters"“Intercreditor Agreement”). The Notes , with Bank of America, N.A., as collateral agent, providing for the release of certain of the Receivables from the lien of an existing financing arrangement and the Certificates are sometimes referred to collectively herein as the "Securities"related matters. Capitalized terms used and but not otherwise defined herein shall have the meanings assigned to such terms set forth in the Indenture. The Initial Purchasers, the Issuer, the Depositor, Conn Appliances and Conn’s, Inc. hereby agree that the “Closing Date” shall be October 6, 2016, at 10:00 a.m. New York City time (or at such other place and time on the same or other date as shall be agreed to in writing by the Initial Purchasers and the Depositor). The terms of the Purchased Notes are set forth in the Preliminary Offering Memorandum and are, or will be, set forth in the Offering Memorandum (each as defined below). Pursuant to this Note Purchase Agreement (this “Agreement”), and subject to the terms hereof, the Issuer agrees to sell the Purchased Notes to the Initial Purchasers. Any sale of the Purchased Notes will be made without registration of the Purchased Notes under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon exemptions from the registration requirements of the Securities Act. For purposes of this Agreement, the Indenture, the Notes, the Trust Agreement, the Purchase and Sale Agreement, the First Receivables Purchase Agreement, the Second Receivables Purchase Agreement, the Servicing Agreement, the Back-Up Servicing Agreement, the Intercreditor Agreement and this Agreement are collectively referred to herein as the “Transaction Documents”. Prior to 4:10 p.m. New York City time on September 28, 2016 (i.e., the date and time the first Contract of Sale (as defined below) for the Purchased Notes (the “Time of Sale”) was entered into, as designated by the Initial Purchasers), the Issuer had prepared (i) (x) the Preliminary Offering Memorandum (subject to completion), dated September 21, 2016 (dated September 21, 2016, as supplemented by the Preliminary Offering Memorandum (subject to completion), dated September 27, 2016 (together, the “Preliminary Offering Memorandum”), (ii) the CONN 2016-B ABS Investor Presentation, dated September 21, 2016 (the “Deal Road Show”), (iii) the Intex CMO Description Information (CDI) meta language describing the transactions contemplated by the Transaction Documents (the “CDI Data”), (iv) the data file entitled “CSFCONN_2016B.sss” (the “Data File”), (v) the Microsoft Excel file entitled “CONN 2016-B_Static Pool Appendix A.xlsx” (the “Static Pool Appendix File”), (vi) the Microsoft Excel file entitled “CONN 2016-B_Static Pool Historical CGL.xlsx” (the “Static Pool Historical File”), (vii) the Microsoft Excel file entitled “CONN 2016-B OM Strats_8.31.2016_v01.xlsx” (the “OM Strats File”), (viii) the Microsoft Excel file entitled “CONN 2016-B Exhibit D Replines_8.31.2016_v01.xlsx” (the “Replines File”), and (ix) the Conn’s, Inc. ABS Investor Presentation, dated September 17, 2016 (the “Non-Deal Road Show” and, collectively with the Preliminary Offering Memorandum, the Deal Road Show, the CDI Data, the Data File, the Static Pool Appendix File, the Static Pool Historical File, the OM Strats File and Replines File, the “Time of Sale Information”). Any reference in this Agreement to the Preliminary Offering Memorandum and the Offering Memorandum will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein as of the date of the Preliminary Offering Memorandum or Offering Memorandum, as applicable. If, subsequent to the Time of Sale and Servicing Agreement prior to be dated as of ____________ __, 200_ (as amended and supplemented from time to timethe Closing Date, the "Time of Sale Information, taken as a whole, included 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, not misleading, and the Initial Purchasers terminate their existing Contracts of Sale and Servicing Agreement")enter into new Contracts of Sale with investors in the Purchased Notes, between then the Trust “Time of Sale Information” will refer to the information conveyed to investors at the time of entry into such new Contracts of Sale, including in an amended Preliminary Offering Memorandum approved by the Issuer and the BankInitial Purchasers that corrects such material misstatements or omissions, as Seller and Servicer“Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into. This is The Depositor will prepare and deliver to confirm the agreement concerning Initial Purchasers, on or promptly after the purchase date hereof, a final offering memorandum, dated the date hereof, including pricing-dependent information, for the offering of the Certificates Purchased Notes, in form and substance reasonably acceptable to the Initial Purchasers (the “Offering Memorandum”). Each of the Issuer, the Depositor, Conn Appliances and Conn’s, Inc. hereby confirms that it has authorized the use of the Preliminary Offering Memorandum, the other Time of Sale Information and the Offering Memorandum in connection with the offering and resale of the Purchased Notes by the Initial Purchasers in accordance with the terms hereof. The Initial Purchasers, the Issuer, the Depositor, Conn Appliances and Conn’s, Inc. understand that the Purchased Notes have not been and will not be registered under the Securities Act in reliance on certain exemptions from the Bank registration requirements thereof. Each class of the Purchased Notes will be represented by the several underwriters named one or more global notes in Schedule I hereto (the "Underwriters"), for whom _______________ is acting as representative (the "Representative")fully registered form without coupons.

Introductory. Chase Manhattan Bank USA, National AssociationCNH Capital Receivables LLC, a national banking association Delaware limited liability company (the "Bank"“Seller”), proposes to form Chase Manhattan Auto Owner cause CNH Equipment Trust 200_-_ 2013-B (the "“Trust"”) to issue and sell $___________ aggregate 152,500,000 principal amount of ____0.23000% Class A-1 Asset Backed Certificates Notes (the "Certificates"“A-1 Notes”); $216,000,000 principal amount of 0.44% Class A-2 Asset Backed Notes (the “A-2 Notes”); $239,000,000 principal amount of 0.69% Class A-3 Asset Backed Notes (the “A-3 Notes”); $101,282,000 principal amount of 0.99% Class A-4 Asset Backed Notes (the “A-4 Notes”, and collectively, the A-1 Notes, the A-2 Notes, the A-3 Notes and the A-4 Notes, the “Class A Notes”); and $16,315,000 principal amount of 1.27% Class B Asset Backed Notes (the “B Notes” and, together with the Class A Notes, the “Notes”) to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), each representing a fractional undivided interest in for whom you are acting as representatives (the Trust“Representatives”). The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates Notes will be issued pursuant to the Amended and Restated Trust Agreement Indenture to be dated as of _________ __May 1, 200_ 2013 (as amended and supplemented from time to time, the "Trust Agreement"“Indenture”), between the Trust and Deutsche Bank and ____________Trust Company Americas, as owner indenture trustee (the "Owner “Indenture Trustee"”). The assets of the Trust include, among other things, a pool of fixed rate retail installment sale contracts and retail installment loans (the “Receivables”) secured by new or used agricultural or construction equipment and the related security interests in the equipment financed thereby. The Receivables were sold to the Trust by the Seller. The Receivables are serviced for the Trust by New Holland Credit Company, LLC, a Delaware limited liability company (“New Holland”). Simultaneously with the issuance and sale of the Certificates Notes as contemplated hereinin this Agreement, the Trust will issue $_____________ aggregate principal amount of Class A-1 ____% Asset Backed Notes to the Seller certificates representing fractional undivided equity interests in the Trust (the "Class A-1 Notes"), $_____________ aggregate principal amount of Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $_____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"), pursuant to the Indenture to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Indenture"), between the Trust and _________________, _____________, as indenture trustee (the "Indenture Trustee"), which will be sold pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Note Underwriters"“Certificates”). The Notes and the Certificates are sometimes referred to collectively herein as the "“Securities". .” Capitalized terms used and not otherwise defined herein shall have the meanings assigned ascribed to such terms them in the Sale and Servicing Agreement to be dated as of ____________ __May 1, 200_ 2013 (as amended and supplemented from time to time, the "“Sale and Servicing Agreement"”), among the Trust, the Seller and New Holland, as servicer, or, if not defined therein, in the Indenture or the Trust Agreement dated as of May 1, 2013 (as amended and supplemented from time to time, the “Trust Agreement”), between the Seller and Wilmington Trust and the BankCompany, as Seller and Servicertrustee (the “Trustee”). This is At or prior to confirm the agreement concerning the purchase time when sales to purchasers of the Certificates from the Bank Notes were first made to investors by the several underwriters named in Schedule I hereto Underwriters, which was approximately 3:15 p.m. (New York time) on May 21, 2013 (the "Underwriters"“Time of Sale”), for whom _______________ is acting as representative the Seller had prepared the following information (collectively, the “Time of Sale Information”): the preliminary prospectus supplement dated May 16, 2013 (the "Representative"“Preliminary Prospectus Supplement”) to the base prospectus dated May 16, 2013 (the “Base Prospectus”) (together, along with information referred to under the caption “Annex A—Static Pool Data” therein, the “Preliminary Prospectus”) and the free writing prospectus dated May 16, 2013 (the “Initial Free Writing Prospectus”) in the form filed with the Securities and Exchange Commission (the “Commission”) on May 16, 2013. If, subsequent to the Time of Sale and prior to the Closing Date (as defined below), such information included an untrue statement of 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, not misleading, and as a result investors in the Notes may terminate their old “Contracts of Sale” (within the meaning of Rule 159 under the Securities Act of 1933, as amended (the “Act”)) for any Notes and the Underwriters enter into new Contracts of Sale with investors in the Notes, then “Time of Sale Information” will refer to the information conveyed to investors at the time of entry into the first such new Contract of Sale, in an amended Preliminary Prospectus approved by the Seller and the Representatives that corrects such material misstatements or omissions (a “Corrected Prospectus”) and “Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into.

Introductory. Chase Manhattan Bank USA, National AssociationAdvanta Business Receivables Corp., a national banking association Nevada corporation (the "BankCompany"), proposes proposes, subject to form Chase Manhattan Auto Owner Trust 200_-_ the terms and conditions stated herein, to cause Advanta Business Card Master Trust, a Delaware common law trust (the "TrustIssuer") ), to sell issue $___________ 480,000,000 aggregate principal amount of ____% Advanta Business Card Master Trust Class A Floating Rate Asset Backed Certificates Notes, Series 2000-B (the "CertificatesClass A Notes"), each representing a fractional undivided interest in the Trust. The assets $57,000,000 aggregate principal amount of the Advanta Business Card Master Trust will includeClass B Floating Rate Asset Backed Notes, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes Series 2000-B (the "ReceivablesClass B Notes") secured by new and used automobiles ), $42,000,000 aggregate principal amount of Advanta Business Card Master Trust Class C Floating Rate Asset Backed Notes, Series 2000-B (the "Financed VehiclesClass C Notes" and together with the Class A Notes and the Class B Notes, the "Offered Securities") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined)$21,000,000 aggregate principal amount of Advanta Business Card Master Trust Class D Floating Rate Asset Backed Notes, such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ Series 2000-B (the "Cut-off DateClass D Notes" and together with the Class A Notes, the Class B Notes and the Class C Notes, the ") was equal to $[______________]Notes"). The Certificates will be issued Issuer is a common law trust formed pursuant to the Amended and Restated a Trust Agreement to be Agreement, dated as of _________ __August 1, 200_ 2000 (as amended and supplemented from time to time, the "Trust Agreement"), ) between the Bank Company and ____________Wilmington Trust Company, as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale The Notes will be issued pursuant to a Master Indenture, dated as of the Certificates as contemplated hereinAugust 1, the Trust will issue $_____________ aggregate principal amount of Class A-1 ____% Asset Backed Notes 2000 (the "Class A-1 Notes"), $_____________ aggregate principal amount of Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $_____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"), pursuant to the Indenture to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Master Indenture"), between the Issuer and Bankers Trust and _________________, _____________Company, as indenture trustee (the "Indenture Trustee"), which will be sold pursuant as supplemented by the Series 2000-B Indenture Supplement with respect to an underwriting agreement the Notes dated the date hereof as of August 1, 2000 (the "Note Underwriting Agreement"; Indenture Supplement" and together with this Agreementthe Master Indenture, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Note UnderwritersIndenture"). The Notes and the Certificates are sometimes referred to collectively herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Sale and Servicing Agreement to be dated as of ____________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase assets of the Certificates from the Bank by the several underwriters named in Schedule I hereto Issuer will include, among other things, certain amounts due (the "UnderwritersReceivables"), for whom _______________ is acting as representative ) in a portfolio of MasterCard business revolving credit card accounts of Advanta Bank Corp. (the "RepresentativeAccounts").

Introductory. MMCA Auto Receivables Trust (the "Seller"), a Delaware business trust established pursuant to the Amended and Restated Trust Agreement, dated as of October 1, 1999 (the "MART Trust Agreement"), between Mitsubishi Motors Credit of America, Inc. ("MMCA") and Chase Manhattan Bank USA, National AssociationN.A., a national banking association as trustee (the "BankMART Trustee"), proposes proposes, subject to form Chase Manhattan the terms and conditions stated herein, to cause MMCA Auto Owner Trust 200_-_ 2001-1 (the "Trust") to issue and sell to the several underwriters named in Schedule A hereto (the "Underwriters"), acting severally and not jointly, for whom Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorpora▇▇▇ ("▇e▇▇▇▇▇ Lynch") ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇nt▇▇▇▇▇ (th▇ "▇▇presentative"), $___________ ▇▇▇,▇▇0,▇▇▇ aggregate principal amount of ____4.6363% Asset Backed Certificates (the "Certificates"), each representing a fractional undivided interest in the Trust. The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement to be dated as of _________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and ____________, as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $_____________ aggregate principal amount of Class A-1 ____% Asset Backed Notes (the "Class A-1 Notes"), $_____________ 165,000,000 aggregate principal amount of Floating Rate Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $_____________ 310,000,000 aggregate principal amount of Floating Rate Class A-3 ____% Asset Backed Notes (the "Underwritten Class A-3 Notes") and ), $_____________ 140,022,000 aggregate principal amount of 5.34% Class A-4 ____% Asset Backed Notes (the "Underwritten Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Underwritten Class A-3 Notes, the "Underwritten Class A Notes") and $10,000,000 aggregate principal amount of 6.19% Class B Asset Backed Notes (the "Underwritten Class B Notes" and, together with the Underwritten Class A Notes, the "Underwritten Notes"). Concurrently with the issuance and sale of the Underwritten Notes as contemplated herein, the Trust will issue (i) an additional $40,000,000 aggregate principal amount of Floating Rate Class A-3 Asset Backed Notes (the "Direct Purchase Class A-3 Notes" and, together with the Underwritten Class A-3 Notes, the "Class A-3 Notes"), (ii) an additional $53,000,000 aggregate principal amount of 5.34% Class A-4 Asset Backed Notes (the "Direct Purchase Class A-4 Notes" and, together with the Underwritten Class A-4 Notes, the "Class A-4 Notes") and (iii) an additional $54,095,000 aggregate principal amount of 6.19% Class B Asset Backed Notes (the "Direct Purchase Class B Notes" and, together with the Underwritten Class B Notes, the "Class B Notes"). Merrill Lynch will act as placement agent (the "Agent") for the Dire▇▇ ▇▇▇▇h▇▇▇ ▇lass A-3 Notes, the Direct Purchase Class A-4 Notes and the Direct Purchase Class B Notes (the "Direct Purchase Notes" and, together with the Underwritten Notes, the "Notes"). Merrill Lynch Bank & Trust Co. ("MLB&T") will purchase the Direct Pu▇▇▇▇▇▇ C▇▇▇▇ A-3 Notes and the Direct Purchase Class B Notes pursuant to a Note Purchase Agreement, dated April 4, 2001 (the "MLB&T Note Purchase Agreement"), between the Seller and MLB&T. Merrill Lynch Bank USA Co. ("MLBUSA") will purchase the Direct Purch▇▇▇ ▇▇▇s▇ ▇-▇ Notes pursuant to a Note Purchase Agreement, dated April 4, 2001 (the "MLBUSA Note Purchase Agreement" and, together with the MLB&T Note Purchase Agreement, the "Note Purchase Agreements"), between the Seller and MLBUSA. The Notes will be issued pursuant to the Indenture to be Indenture, dated as of __________ __April 1, 200_ 2001 (as amended and supplemented from time to time, the "Indenture"), between the Trust and _________________, _____________The Bank of Tokyo-Mitsubishi Trust Company, as indenture trustee (the "Indenture Trustee"), which and will be sold pursuant to an underwriting agreement dated represent indebtedness of the date hereof Trust. Concurrently with the issuance and sale of the Notes as contemplated herein, the Trust will issue $73,955,367.36 aggregate principal amount of certificates (the "Note Underwriting AgreementCertificates"; together with this Agreement), each representing an interest in the "Underwriting Agreements") among property of the Bank and the underwriters named therein Trust (the "Note UnderwritersTrust Property"). The Notes Seller will retain the Certificates. The Certificates will be issued pursuant to the Amended and the Certificates are sometimes referred to collectively herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Sale and Servicing Agreement to be Restated Trust Agreement, dated as of ____________ __April 1, 200_ 2001 (as amended and supplemented from time to time, the "Sale and Servicing Trust Agreement"), between the Seller and Wilmington Trust and the BankCompany, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Certificates from the Bank by the several underwriters named in Schedule I hereto trustee (the "UnderwritersOwner Trustee"), for whom _______________ is acting as representative (. The Certificates will be subordinated to the "Representative")Notes.

Introductory. Chase Manhattan Bank USA, National AssociationCNH Capital Receivables LLC, a national banking association Delaware limited liability company (the "Bank"“Seller”), proposes to form Chase Manhattan Auto Owner cause CNH Equipment Trust 200_-_ 2011-C (the "“Trust"”) to issue and sell $___________ aggregate 175,000,000 principal amount of ____0.54815% Class A-1 Asset Backed Certificates Notes (the "Certificates"“A-1 Notes”); $280,000,000 principal amount of 0.90% Class A-2 Asset Backed Notes (the “A-2 Notes”); $233,000,000 principal amount of 1.19% Class A-3 Asset Backed Notes (the “A-3 Notes”); $99,022,000 principal amount of 1.55% Class A-4 Asset Backed Notes (the “A-4 Notes”, and collectively, the A-1 Notes, the A-2 Notes, the A-3 Notes and the A-4 Notes, the “Class A Notes”); $23,923,000 principal amount of 2.46% Class B Asset Backed Notes (the “B Notes” and, together with the Class A Notes, the “Notes”) to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), each representing a fractional undivided interest in for whom you are acting as representatives (the Trust“Representatives”). The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates Notes will be issued pursuant to the Amended and Restated Trust Agreement Indenture to be dated as of _________ __November 1, 200_ 2011 (as amended and supplemented from time to time, the "Trust Agreement"“Indenture”), between the Trust and Deutsche Bank and ____________Trust Company Americas, as owner indenture trustee (the "Owner “Indenture Trustee"”). The assets of the Trust include, among other things, a pool of fixed rate retail installment sale contracts and retail installment loans (the “Receivables”) secured by new or used agricultural or construction equipment and the related security interests in the equipment financed thereby. The Receivables were sold to the Trust by the Seller. The Receivables are serviced for the Trust by New Holland Credit Company, LLC, a Delaware limited liability company (“New Holland”). Simultaneously with the issuance and sale of the Certificates Notes as contemplated hereinin this Agreement, the Trust will issue $_____________ aggregate principal amount of Class A-1 ____% Asset Backed Notes to the Seller certificates representing fractional undivided equity interests in the Trust (the "Class A-1 Notes"), $_____________ aggregate principal amount of Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $_____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"), pursuant to the Indenture to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Indenture"), between the Trust and _________________, _____________, as indenture trustee (the "Indenture Trustee"), which will be sold pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Note Underwriters"“Certificates”). The Notes and the Certificates are sometimes referred to collectively herein as the "“Securities". .” Capitalized terms used and not otherwise defined herein shall have the meanings assigned ascribed to such terms them in the Sale and Servicing Agreement to be dated as of ____________ __November 1, 200_ 2011 (as amended and supplemented from time to time, the "“Sale and Servicing Agreement"”), among the Trust, the Seller and New Holland, as servicer, or, if not defined therein, in the Indenture or the Trust Agreement dated as of November 1, 2011 (as amended and supplemented from time to time, the “Trust Agreement”), between the Seller and Wilmington Trust and the BankCompany, as Seller and Servicertrustee (the “Trustee”). This is At or prior to confirm the agreement concerning the purchase time when sales to purchasers of the Certificates from the Bank Notes were first made to investors by the several underwriters named in Schedule I hereto Underwriters, which was approximately 4:44 p.m. (New York time) on December 7, 2011 (the "Underwriters"“Time of Sale”), for whom _______________ is acting as representative the Seller had prepared the following information (collectively, the “Time of Sale Information”): the preliminary prospectus supplement dated December 1, 2011 (the "Representative"“Preliminary Prospectus Supplement”) to the base prospectus dated December 1, 2011 (the “Basic Prospectus”) (together, along with information referred to under the caption “Static Pool Data” therein regardless of whether it is deemed a part of the Registration Statement or Prospectus, the “Preliminary Prospectus”) and the free writing prospectus dated December 1, 2011 (the “Initial Free Writing Prospectus”) in the form filed with the Securities and Exchange Commission (the “Commission”) on December 5, 2011. If, subsequent to the Time of Sale and prior to the Closing Date (as defined below), such information included an untrue statement of 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, not misleading, and as a result investors in the Notes may terminate their old “Contracts of Sale” (within the meaning of Rule 159 under the Securities Act of 1933, as amended (the “Act”)) for any Notes and the Underwriters enter into new Contracts of Sale with investors in the Notes, then “Time of Sale Information” will refer to the information conveyed to investors at the time of entry into the first such new Contract of Sale, in an amended Preliminary Prospectus approved by the Seller and the Representatives that corrects such material misstatements or omissions (a “Corrected Prospectus”) and “Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into.

Introductory. Chase Manhattan Bank USA, National AssociationToyota Auto Finance Receivables LLC, a national banking association Delaware limited liability company (the "Bank"“Seller”) and a wholly owned subsidiary of Toyota Motor Credit Corporation, a California corporation (“TMCC”), proposes to form Chase Manhattan cause Toyota Auto Receivables 2019-A Owner Trust 200_-_ (the "“Trust"”) to sell issue $___________ 430,000,000 aggregate principal amount of ____2.70000% Asset Backed Certificates Notes, Class A‑1 (the "Certificates"“Class A‑1 Notes”), each representing a fractional undivided $393,000,000 aggregate principal amount of 2.83% Asset Backed Notes, Class A‑2a (the “Class A‑2a Notes”), $195,000,000 aggregate principal amount of One-Month LIBOR plus 0.16% Asset Backed Notes, Class A‑2b (the “Class A-2b Notes”, and together with the Class A-2a Notes, the “Class A-2 Notes”), $590,500,000 aggregate principal amount of 2.91% Asset Backed Notes, Class A‑3 (the “Class A‑3 Notes”), $97,750,000 aggregate principal amount of 3.00% Asset Backed Notes, Class A‑4 (the “Class A‑4 Notes”) and $43,750,000 aggregate principal amount of 0.00% Asset Backed Notes, Class B (the “Class B Notes” and together with the Class A‑1 Notes, the Class A‑2 Notes, the Class A‑3 Notes and the Class A‑4 Notes, the “Notes”) and non-interest bearing certificates that represent the residual interest in the Trust (the “Certificates”) of the Trust. Pursuant to the terms hereof, the Seller agrees to sell to each of the several underwriters named in Schedule I hereto (the “Underwriters”) a portion of each of the Class A‑2 Notes, the Class A‑3 Notes and the Class A‑4 Notes (the “Underwritten Notes”) in the respective amount listed on Schedule I hereto. The Seller will initially retain the Class A-1 Notes, the Class B Notes, the Certificates and the portion of the Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes and the Class A-4 Notes that are not Underwritten Notes. MUFG Securities Americas Inc., SG Americas Securities, LLC and SMBC Nikko Securities America, Inc. will act as representatives for the Underwriters, and in such capacities shall herein be the “Representatives”. The assets of the Trust will include, among other things, a pool of simple interest retail installment sales sale contracts and purchase money notes and other notes (the "“Receivables"”) secured by the new and used automobiles passenger cars, minivans, light-duty trucks and sport utility vehicles financed thereunder (the "“Financed Vehicles"”) and certain monies received due or to become due thereunder on or after the close of business on December 31, 2018 (the “Cutoff Date (as hereinafter defined), such Receivables Date”) and the other property and the proceeds thereof to be transferred conveyed to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement to be dated as of _________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and ____________, as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $_____________ aggregate principal amount of Class A-1 ____% Asset Backed Notes (the "Class A-1 Notes"), $_____________ aggregate principal amount of Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $_____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"), pursuant to the Indenture to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Indenture"), between the Trust and _________________, _____________, as indenture trustee (the "Indenture Trustee"), which will be sold pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Note Underwriters"). The Notes and the Certificates are sometimes referred to collectively herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Sale and Servicing Agreement to be dated as of ____________ __February 13, 200_ 2019 (as amended and supplemented from time to time, the "“Sale and Servicing Agreement"”) among the Trust, the Seller and TMCC. TMCC purchased the Receivables from certain Toyota and Lexus dealers. The Receivables and other assets of the Trust will be sold by TMCC to the Seller pursuant to a Receivables Purchase Agreement (the “Receivables Purchase Agreement”) to be dated as of February 13, 2019 between TMCC and the Seller. Pursuant to the Sale and Servicing Agreement, the Seller will sell the Receivables to the Trust and TMCC will service the Receivables on behalf of the Trust. The Notes will be issued pursuant to the Indenture to be dated as of February 13, 2019 (the “Indenture”), between the Trust and U.S. Bank National Association (the Bank“Indenture Trustee”). TMCC has caused the Seller to form the Trust pursuant to a trust agreement, as amended and restated by the Amended and Restated Trust Agreement (the “Trust Agreement”) dated as of February 13, 2019, among the Seller, as depositor, and Wilmington Trust, National Association, as owner trustee (the “Owner Trustee”). TMCC, as administrator (in such capacity, the “Administrator”) will perform certain administrative tasks on behalf of the Trust, the Owner Trustee and the Indenture Trustee imposed on them under the Basic Documents (as defined below) pursuant to an Administration Agreement (the “Administration Agreement”) dated as of February 13, 2019 among the Trust, the Indenture Trustee and the Administrator. The asset representations review will be performed by the Asset Representations Reviewer (as defined below) under an Asset Representations Review Agreement (the “Asset Representations Review Agreement”) dated as of February 13, 2019 among ▇▇▇▇▇▇▇ Fixed Income Services LLC, a Delaware limited liability company (the “Asset Representations Reviewer”), the Trust, TMCC and the Administrator. As used herein, the term “Basic Documents” refers to the Sale and Servicing Agreement, the Trust Agreement, the Indenture, the Receivables Purchase Agreement, the Administration Agreement and the Asset Representations Review Agreement. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Underwriters, the Seller and ServicerTMCC hereby agree that the “Closing Date” shall be February 13, 2019, 10:00 A.M., New York City time (or at such other place and time not later than seven business days thereafter as shall be agreed to in writing by the Representatives, the Seller and TMCC). This is Underwriting Agreement shall hereinafter be referred to confirm as “this Agreement”. Capitalized terms used herein and not otherwise defined shall have the agreement concerning meanings ascribed thereto in the purchase of Sale and Servicing Agreement and, to the Certificates from extent not defined therein, shall have the Bank by meanings ascribed thereto in the several underwriters named in Schedule I hereto (the "Underwriters"), for whom _______________ is acting as representative (the "Representative")Indenture.

Introductory. Chase Manhattan Bank USA, National AssociationAmerican Honda Receivables LLC, a national banking association Delaware limited liability company (the "Bank"“Company”), proposes proposes, subject to form Chase Manhattan the terms and conditions stated herein, to cause the Honda Auto Receivables 2019-1 Owner Trust 200_-_ (the "“Trust"”) to sell issue $___________ 342,000,000 aggregate principal amount of ____2.58393% Asset Backed Certificates Notes, Class A-1 (the "Certificates"“Class A-1 Notes”), each representing a fractional undivided interest in the Trust. The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement to be dated as of _________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and ____________, as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $_____________ 465,000,000 aggregate principal amount of Class A-1 ____2.75% Asset Backed Notes Notes, Class A-2 (the "“Class A-1 A-2 Notes"”), $_____________ 452,000,000 aggregate principal amount of Class A-2 ____2.83% Asset Backed Notes Notes, Class A-3 (the "“Class A-2 A-3 Notes"), ”) and $_____________ 106,006,000 aggregate principal amount of Class A-3 ____2.90% Asset Backed Notes Notes, Class A-4 (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "“Class A-4 Notes" and, ” and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "“Notes"”) and the Company proposes to sell a portion of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, such Notes, the “Underwritten Notes” (as set forth on Schedule A) to the several underwriters set forth on Schedule A (each, an “Underwriter”), for which M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated, Barclays Capital Inc. and Mizuho Securities USA LLC are each acting as a representative (in such capacity, each a “Representative” and collectively, the “Representatives”), pursuant to the Indenture terms of this underwriting agreement dated February 19, 2019 by and among the Company, American Honda Finance Corporation (“AHFC”) and the Representatives (this “Agreement”). The Notes will be issued pursuant to be the Indenture, dated as of __________ __February 27, 200_ 2019 (as amended and supplemented from time to time, the "“Indenture"”), between the Trust and _________________, _____________, as indenture trustee U.S. Bank National Association (the "“Indenture Trustee"), which will be sold pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Note Underwriters"”). The Notes and the Certificates are sometimes referred to collectively herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Sale and Servicing Agreement to be dated as of ____________ __, 200_ (as amended and supplemented from time to timeTrust, the "Sale Company and Servicing Agreement"AHFC, as sponsor (in such capacity, the “Sponsor”), between hereby confirm their agreement with the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement Underwriters concerning the purchase of the Certificates Underwritten Notes from the Bank Trust by the several underwriters named Underwriters. The Sponsor or a “majority-owned affiliate” of the Sponsor (as such term is defined in Schedule I hereto Regulation RR, 17 C.F.R. §246.1 et seq. (the "Underwriters"“Risk Retention Rules”) promulgated under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), for whom _______________ is acting as representative intends to retain an amount equal to at least 5% of the initial principal amount of each class of the Notes (the "Representative"“Retained Interest”), pursuant to the requirements of the final rules contained in the Risk Retention Rules. Concurrently with the issuance of the Notes and sale of the Underwritten Notes as contemplated herein, the Trust will issue $35,000,654.62, aggregate principal amount of certificates of beneficial interest (the “Certificates”), each representing an interest in the Owner Trust Estate. The Company will retain the Certificates. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement, dated February 27, 2019 (the “Trust Agreement”), among the Company, The Bank of New York Mellon, as owner trustee (in such capacity, the “Owner Trustee”) and BNY Mellon Trust of Delaware, as Delaware trustee (in such capacity, the “Delaware Trustee”). The Certificates are subordinated to the Notes. The assets of the Trust will include, among other things, a pool of retail installment sale contracts secured by new and used Honda and Acura motor vehicles (including automobiles and light-duty trucks) (the “Receivables”) and certain monies due thereunder on or after February 1, 2019 (the “Cutoff Date”), such Receivables to be sold to the Trust by the Company and to be serviced for the Trust by AHFC (or, in its capacity as servicer, the “Servicer”). The Trust will provide for the review of the Receivables for compliance with representations and warranties made about them in certain circumstances under an asset representations review agreement, dated as of February 27, 2019 (the “Asset Representations Review Agreement”) among the Trust, AHFC and C▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”).

Introductory. Chase Manhattan Bank USAGE Equipment Midticket LLC, National Association, a national banking association Series 2013-1 (the "Bank"“Company”), proposes CEF Equipment Holding, L.L.C. (“CEFEH” or the “Depositor”) and General Electric Capital Corporation (“GECC”), as sponsor, propose to form Chase Manhattan Auto Owner Trust 200_-_ cause the sale of the GE Equipment Midticket LLC, Series 2013-1 Asset Backed Notes, consisting of the Class A-1, Class A-2, Class A-3 and Class A-4 Notes (collectively, the “Class A Notes”), and Class B Notes (the "Trust") to sell $___________ aggregate principal amount of ____% Asset Backed Certificates (“Class B Notes” and together with the "Certificates"Class A Notes, the “Notes”), each representing a fractional undivided interest in the Trust. The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates Notes will be issued pursuant to the Amended and Restated Trust Agreement to be an Indenture, dated as of _________ __September 25, 200_ 2013 (as amended and supplemented from time to time, the "Trust Agreement"“Indenture”), between the Company and Deutsche Bank and ____________, as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $_____________ aggregate principal amount of Class A-1 ____% Asset Backed Notes (the "Class A-1 Notes"), $_____________ aggregate principal amount of Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $_____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"), pursuant to the Indenture to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Indenture"), between the Trust and _________________, _____________Company Americas, as indenture trustee (the "“Indenture Trustee"), which will be sold pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Note Underwriters"”). The Notes and the Certificates are sometimes referred to collectively herein as the "Securities"will be issued in an aggregate initial principal amount of $446,850,000. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Sale and Servicing Agreement to be dated as of ____________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Certificates from the Bank by the several underwriters named in The Notes specified on Schedule I hereto (the "“Subject Notes”) are being purchased by the entities specified therein (each an “Underwriter,” and together the “Underwriters"”). The Notes will be secured by the Collateral, including without limitation, a pool of equipment loans and security interests in, or leases and ownership of, the related industrial equipment, construction equipment, technology and telecommunications equipment, furniture and fixtures, transportation equipment, maritime assets or other equipment (collectively, the “Receivables”) and a special unit of beneficial interest (the “Series 2013-1A SUBI”) in a portfolio of (x) TRAC Leases of new or used titled transportation equipment and the related equipment and (y) other leases and related titled equipment allocated to a special unit of beneficial ownership of GE TF Trust, a Delaware statutory trust (the “Titling Trust”) designated as the Series 2013-1A SUBI and the certificate issued in evidence thereof (the “Series 2013-1A SUBI Certificate”). Pursuant to a Receivables Sale Agreement, dated as of September 25, 2013 (the “Receivables Sale Agreement”), for whom _______________ is acting among the Depositor, GECC, GE Capital Title Holding Corp. (“GE Title”), General Electric Credit Corporation of Tennessee (“GECC of Tennessee”) and VFS Financing, Inc. (“VFS”, and together with GECC and GECC of Tennessee, the “Originators”), GECC and the other Originators will sell the Receivables, and GE Title will sell the Series 2013-1A SUBI Certificate to the Depositor. Pursuant to a Receivables Purchase and Sale Agreement, dated as representative of September 25, 2013 (the "Representative"“Receivables Purchase and Sale Agreement”), between the Depositor and the Company, the Depositor will sell, transfer and convey to the Company, without recourse, all of its right, title and interest in the Receivables and the Series 2013-1A SUBI Certificate. Pursuant to the Servicing Agreement, dated as of September 25, 2013 (the “Servicing Agreement”) between GECC, as servicer, the Titling Trust and the Company, GECC will service the Receivables. Pursuant to the Amended and Restated Servicing Agreement, dated as of April 30, 2012 (the “Titling Trust Servicing Agreement”) between GECC, as servicer, and the Titling Trust, GECC will service the assets owned by the Titling Trust and pursuant to the Servicing Agreement, GECC will service the assets backing the Series 2013-1A SUBI Certificate. Pursuant to the Limited Removal and Clean-Up Call Agreement, dated as of September 25, 2013, (the “Removal and Clean-Up Call Agreement”) between the Company and GE Equipment Funding, LLC (the “Managing Member”), under certain circumstances, the Managing Member may purchase, or be permitted to exercise a purchase option in regards to, the Receivables. The Titling Trust was created to take assignments and conveyances of, and to hold in trust, various lease contracts of vehicles, the related vehicles and certain related assets (collectively, the “Titling Trust Assets”). The Titling Trust was created and is governed by an Amended and Restated Trust Agreement, dated as of April 30, 2012 (the “Titling Trust Agreement”), among GE Title (in its capacity as settlor, the “Settlor”; or in its capacity as initial beneficiary, the “Initial Beneficiary”), and Wilmington Trust Company, as UTI trustee (in such capacity, the “UTI Trustee”), as administrative trustee (in such capacity, the “Administrative Trustee”), and as Delaware Trustee (in such capacity, the “Delaware Trustee”). The Series 2013-1A SUBI Certificate will be issued pursuant to a supplement of the Origination Trust Agreement, dated as of September 25, 2013 (the “Series 2013-1A SUBI Supplement”), between GE Title, as Settlor and Initial Beneficiary and Wilmington Trust Company, as Administrative Trustee, UTI Trustee, and trustee with respect to the Series 2013-1A SUBI (in such capacity, the “SUBI Trustee,” and together with the UTI Trustee and Administrative Trustee, the “Titling Trust Trustees”). Pursuant to the Management Services Agreement dated as of April 30, 2012 (the “Titling Trust Management Agreement”), among the Titling Trust, GE Title, as manager and GECC, GE Title will perform certain managerial and administrative services on behalf of the Titling Trust. Pursuant to the Administration Agreement dated as of February 10, 2012 (the “Titling Trust Administration Agreement”), between GE Title Agent LLC, as collateral agent (the “Titling Trust Collateral Agent”) and GECC, as administrator (the “Titling Trust Administrator”), GECC will perform certain managerial and administrative services on behalf of the Titling Trust Collateral Agent. Pursuant to the Amended and Restated Collateral Agency Agreement dated as of April 30, 2012 (the “Collateral Agency Agreement”), among the Titling Trust, the Titling Trust Collateral Agent and GECC, the Titling Trust Collateral Agent is appointed as collateral agent of the assets of the Titling Trust. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Indenture. The Class A-1 Notes shall bear interest at 0.23000% per annum, the Class A-2 Notes shall bear interest at 0.64% per annum, the Class A-3 Notes shall bear interest at 0.95% per annum, the Class A-4 Notes shall bear interest at 1.39% per annum and the Class B Notes shall bear interest at 1.78% per annum.

Introductory. Chase Manhattan Bank USAGE Commercial Equipment Financing LLC, National Association, a national banking association Series 2003-1 (the "BankCompany"), proposes to form Chase Manhattan Auto Owner Trust 200_-_ CEF Equipment Holding, L.L.C. ("CEFEH" or the "Trust") to sell $___________ aggregate principal amount of ____% Asset Backed Certificates (the "Certificates"), each representing a fractional undivided interest in the Trust. The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed VehiclesSeller") and certain monies received thereunder on General Electric Capital Corporation ("GECC" or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off DateOriginator") was equal propose to $[______________]. The Certificates will be issued pursuant to cause the Amended and Restated Trust Agreement to be dated as of _________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and ____________, as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated hereinGE Commercial Equipment Financing LLC, Series 2003-1 Asset Backed Notes, consisting of the Trust will issue $_____________ aggregate principal amount of Class A-1 ____% Asset Backed Notes (the "Class A-1 Notes"), $_____________ aggregate principal amount of the Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $_____________ aggregate principal amount of the Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $_____________ aggregate principal amount of ), the Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes"), Class B Notes (the "Class B Notes" and, and together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-3 A-4 Notes, the "Notes"), . The Notes will be issued pursuant to the Indenture to be an Indenture, dated as of __________ __August 2, 200_ 2003 (as amended and supplemented from time to time, the "Indenture"), between the Trust Company, and _________________, _____________JPMorgan Chase Bank, as indenture trustee (the "Indenture Trustee"), which . The Notes will be sold pursuant to issued in an underwriting agreement dated aggregate initial principal amount of $376,946,000. The Notes are being purchased by the date hereof entities specified in Schedule I hereto (each an "Underwriter," and together the "Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Note Underwriters"). The Notes will be secured by the Collateral, including without limitation, a pool of equipment loans and finance leases secured by transportation equipment, industrial equipment, furniture and fixtures, construction equipment, technology and telecommunications equipment, maritime assets or other equipment and the Certificates are sometimes referred to collectively herein as related security interests in the equipment financed thereby (collectively, the "SecuritiesLoans"), certain rights under the Interest Rate Swap Agreement, to be dated September 19, 2003 (the "DB Interest Rate Swap Agreement"), between Deutsche Bank AG, New York Branch (the "DB Swap Counterparty") and the Company, certain rights under the Interest Rate Swap Agreement, to be dated September 19, 2003 (the "GECS Interest Rate Swap Agreement"), between General Electric Capital Services, Inc. ("GECS" and the "GECS Swap Counterparty" and together with the DB Swap Counterparty, the "Swap Counterparties") and the Company, certain rights under a Variable Funding Certificate to be dated September 25, 2003 (the "GECS Variable Funding Certificate") issued by GECS in favor of the Seller and certain rights under a Variable Funding Certificate to be dated September 25, 2003 (the "Seller Variable Funding Certificate") issued by the Seller in favor of the Company. Capitalized terms used Pursuant to a Loan Sale Agreement, dated as of September 25, 2003 (the "Loan Sale Agreement"), between CEFEH and not otherwise defined herein shall have GECC, GECC will sell the meanings assigned Loans to such terms CEFEH. Pursuant to a Loan Purchase and Sale Agreement, dated as of September 25, 2003 (the "Loan Purchase and Sale Agreement") between CEFEH and the Company, CEFEH will sell, transfer and convey to the Company, without recourse, all of its right, title and interest in the Sale and Loans. Pursuant to the Servicing Agreement Agreement, to be dated as of ____________ __September 25, 200_ 2003 (as amended and supplemented from time to time, the "Sale and Servicing Agreement")) between GECC, between the Trust as servicer and the BankCompany, as Seller GECC will service the Loans. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Indenture. The Class A-1 Notes shall bear interest at the then applicable LIBOR minus 0.04% per annum, the Class A-2 Notes shall bear interest at the then applicable LIBOR plus 0.07% per annum, the Class A-3 Notes shall bear interest at the then applicable LIBOR plus 0.09% per annum, the Class A-4 Notes shall bear interest at the then applicable LIBOR plus 0.12% per annum and Servicer. This is to confirm the agreement concerning Class B Notes shall bear interest at the purchase of the Certificates from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom _______________ is acting as representative (the "Representative")then applicable LIBOR plus 0.43% per annum.

Introductory. WFN Credit Company, LLC (“WFN LLC”) proposes to cause World Financial Network Credit Card Master Note Trust (the “Issuer”) to issue $57,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A Floating Rate Asset Backed Notes, Series 2008-A (the “Class A Notes”), $2,706,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Floating Rate Asset Backed Notes, Series 2008-A (the “Class M Notes”), $3,427,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Floating Rate Asset Backed Notes, Series 2008-A (the “Class B Notes”), and $9,019,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Floating Rate Asset Backed Notes, Series 2008-A (the “Class C Notes”) (collectively, the Class A Notes, the Class M Notes, the Class B Notes and the Class C Notes are the “Notes”). The Class A Notes, the Class M Notes and the Class B Notes are referred to herein, collectively, as the “Underwritten Notes”. The representatives of the Underwriters may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a Delaware statutory trust formed pursuant to (a) an Amended and Restated Trust Agreement, dated as of August 1, 2001, between WFN LLC, as transferor (the “Transferor”), and U.S. Bank Trust National Association (“U.S. Bank”), as successor to Chase Manhattan Bank USA, National AssociationAssociation (“Chase”), a national banking association as owner trustee (the "Bank"“Owner Trustee”), proposes as supplemented by the Instrument of Resignation, Appointment and Acceptance, dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to form Chase Manhattan Auto Owner Certificate of Trust 200_-_ of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007 and the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, each between the Issuer and The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”), as successor to BNY Midwest Trust Company (“BNYMTC”), as indenture trustee (the "Trust") to sell $___________ aggregate principal amount “Indenture Trustee”), and as supplemented by the Agreement of ____% Asset Backed Certificates Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among World Financial Network National Bank (the "Certificates"“Bank”), each as Administrator, the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series 2008-A Indenture Supplement with respect to the Notes, to be dated as of September 12, 2008 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “Collateral Certificate”) representing a fractional undivided beneficial interest in the Trustassets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October, 26, 2007 and the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, each among the Transferor, the Bank, as servicer (the “Servicer”), and BNYMTCNA, as successor to BNYMTC (the successor-in-interest to the corporate trust administration of Harri▇ ▇▇▇▇t and Savings Bank), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of the Trust will WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of simple interest retail installment sales contracts and purchase money notes and other notes private label credit card accounts of the Bank (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined“Accounts”), such . The Receivables to be are transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates will be issued WFNMT pursuant to the Amended and Restated Trust Agreement Pooling Servicing Agreement. The Receivables transferred to be WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of _________ __August 1, 200_ 2001 (the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, and the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007 (as amended and supplemented from time to timeheretofore amended, the "Trust “TSA”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement", dated as of August 1, 2001 (the “Administration Agreement”), between the Bank and ____________Bank, as owner trustee administrator (in such capacity, the "Owner Trustee"“Administrator”), and the Issuer. Simultaneously with The TSA, the issuance and sale of PSA, the Certificates as contemplated hereinReceivables Purchase Agreement, the Indenture, the Trust will issue Agreement and the Administration Agreement are referred to herein, collectively, as the “Program Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents. $_____________ 9,019,000 aggregate principal amount of the Class A-1 ____% Asset Backed C Notes (the "Class A-1 “Purchased Notes"”) will be offered and sold directly by WFN LLC to an affiliate of WFN LLC (the “Purchased Notes Transaction”). In connection with the Purchased Notes Transaction, WFN LLC has prepared a Notice (the “Canadian Notice”), $_____________ aggregate principal amount a copy of Class A-2 ____% Asset Backed Notes (which has been provided to each Representative, relating solely to the "Class A-2 Purchased Notes"), $_____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (and has delivered or will deliver the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" andCanadian Notice, together with each of the Class A-1 Notes, the Class A-2 Notes Preliminary Prospectus and the Class A-3 Notes, the "Notes"Prospectus (each as defined below), pursuant to the Indenture to be dated as of __________ __applicable, 200_ (as amended and supplemented from time to time, the "Indenture"), between the Trust and _________________, _____________, as indenture trustee (the "Indenture Trustee"), which will be sold pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Note Underwriters"). The Notes and the Certificates are sometimes referred to collectively herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings assigned solely to such terms in affiliate as required under the Sale laws of Canada and Servicing Agreement to be dated as of ____________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Certificates from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom _______________ is acting as representative (the "Representative")its Provinces.

Introductory. Chase Manhattan Bank USA, National Association, a national banking association Well▇ ▇▇▇go Auto Receivables Corporation (the "Bank"), proposes to form Chase Manhattan Auto Owner Trust 200_-_ (the "TrustSeller") has previously filed a registration statement with the Securities and Exchange Commission relating to sell the issuance and sale from time to time of up to [$___________ aggregate principal amount _] of asset backed notes and/or asset backed certificates. The Seller proposes to cause WELL▇ ▇▇▇GO AUTO TRUST [___-_] (the "Trust") to issue and sell to the underwriters listed on Schedule I hereto (the "Underwriters") [$____% _______] principal amount of its [___%] Class A-1 Asset Backed Notes (the "Class A-1 Notes"), [$_________] principal amount of its [____%] Class A-2 Asset Backed Notes (the "Class A-2 Notes"), [$__________] principal amount of its [_____%] Class A-3 Asset Backed Notes (the "Class A-3 Notes"), [$____________] principal amount of its [_____%] Class A-4 Asset Backed Notes (the "Class A-4 Notes"), [$__________] principal amount of its [____%] Class B Asset Backed Notes (the "Class B Notes") and [$__________] principal amount of its [___%] Class C Asset Backed Notes (the "Class C Notes" and together with the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes, the "Notes"). The Trust will also issue Certificates (the "Certificates" and together with the Notes, the "), each representing a fractional undivided interest in Securities") which will be retained by the TrustSeller. The assets of the Trust will include, among other things, a pool of simple interest prime, motor vehicle retail installment sales sale contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles and light trucks financed thereby (the "Financed Vehicles") ), and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates will ] (the "Cutoff Date"), and the other property and the proceeds thereof to be issued conveyed to the Trust pursuant to the Amended Sale and Restated Trust Servicing Agreement to be dated as of [_________ __, 200_ ] (as amended and supplemented from time to time, the "Trust Sale and Servicing Agreement") among Well▇ ▇▇▇go Auto TRUST [___-_] (the "Trust"), between the Bank Seller and Well▇ ▇▇▇go Bank, N.A. ("Well▇ ▇▇▇go"), as servicer (the "Servicer"). Pursuant to the Sale and Servicing Agreement, the Seller will sell the Receivables to the Trust and the Servicer will service the Receivables on behalf of the Trust. In addition, pursuant to the Administration Agreement to be dated as of [____________, ] (as owner trustee (the "Owner Trustee"). Simultaneously with the issuance amended and sale of the Certificates as contemplated herein, the Trust will issue $_____________ aggregate principal amount of Class A-1 ____% Asset Backed Notes (the "Class A-1 Notes"), $_____________ aggregate principal amount of Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $_____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notessupplemented from time to time, the "NotesAdministration Agreement")) among the Trust, Well▇ ▇▇▇go and the Trustee, the Servicer will agree to perform certain administrative tasks on behalf of the Trust imposed on the Trust under the Indenture. The Notes will be issued pursuant to the Indenture to be dated as of [__________ __, 200_ ] (as amended and supplemented from time to time, the "Indenture"), between the Trust and [_________________, _____________, as indenture trustee ] (the "Indenture Trustee"), which . The Seller will be sold form the Trust pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Bank Amended and the underwriters named therein (the "Note Underwriters"). The Notes and the Certificates are sometimes referred to collectively herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Sale and Servicing Restated Trust Agreement to be dated as of ____________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Trust Agreement"), ) to be dated as of [____] between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Certificates from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom [_______________ is acting _], as representative owner trustee (the "RepresentativeOwner Trustee"). The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Trust Agreement. The Receivables were originated or acquired by Well▇ ▇▇▇go. Well▇ ▇▇▇go will sell the Receivables to the Seller pursuant to the terms of the Purchase Agreement (as amended and supplemented from time to time, the "Loan Purchase Agreement") dated as of [______] between the Seller and Well▇ ▇▇▇go.

Introductory. Chase Manhattan Bank USA, National AssociationCNH Capital Receivables LLC, a national banking association Delaware limited liability company (the "Bank"“Seller”), proposes to form Chase Manhattan Auto Owner cause CNH Equipment Trust 200_-_ 2011-B (the "“Trust"”) to issue and sell $___________ aggregate 212,000,000 principal amount of ____0.38439% Class A-1 Asset Backed Certificates Notes (the "Certificates"“A-1 Notes”); $298,000,000 principal amount of 0.71% Class A-2 Asset Backed Notes (the “A-2 Notes”); $244,000,000 principal amount of 0.91% Class A-3 Asset Backed Notes (the “A-3 Notes”); $96,000,000 principal amount of 1.29% Class A-4 Asset Backed Notes (the “A-4 Notes”, and collectively, the A-1 Notes, the A-2 Notes, the A-3 Notes and the A-4 Notes, the “Class A Notes”); $25,838,000 principal amount of 2.25% Class B Asset Backed Notes (the “B Notes” and, together with the Class A Notes, the “Notes”) to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), each representing a fractional undivided interest in for whom you are acting as representatives (the Trust“Representatives”). The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates Notes will be issued pursuant to the Amended and Restated Trust Agreement Indenture to be dated as of _________ __September 1, 200_ 2011 (as amended and supplemented from time to time, the "Trust Agreement"“Indenture”), between the Trust and Deutsche Bank and ____________Trust Company Americas, as owner indenture trustee (the "Owner “Indenture Trustee"”). The assets of the Trust include, among other things, a pool of fixed rate retail installment sale contracts and retail installment loans (the “Receivables”) secured by new or used agricultural or construction equipment and the related security interests in the equipment financed thereby. The Receivables were sold to the Trust by the Seller. The Receivables are serviced for the Trust by New Holland Credit Company, LLC, a Delaware limited liability company (“New Holland”). Simultaneously with the issuance and sale of the Certificates Notes as contemplated hereinin this Agreement, the Trust will issue $_____________ aggregate principal amount of Class A-1 ____% Asset Backed Notes to the Seller certificates representing fractional undivided equity interests in the Trust (the "Class A-1 Notes"), $_____________ aggregate principal amount of Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $_____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"), pursuant to the Indenture to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Indenture"), between the Trust and _________________, _____________, as indenture trustee (the "Indenture Trustee"), which will be sold pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Note Underwriters"“Certificates”). The Notes and the Certificates are sometimes referred to collectively herein as the "“Securities". .” Capitalized terms used and not otherwise defined herein shall have the meanings assigned ascribed to such terms them in the Sale and Servicing Agreement to be dated as of ____________ __September 1, 200_ 2011 (as amended and supplemented from time to time, the "“Sale and Servicing Agreement"”), among the Trust, the Seller and New Holland, as servicer, or, if not defined therein, in the Indenture or the Trust Agreement dated as of September 1, 2011 (as amended and supplemented from time to time, the “Trust Agreement”), between the Seller and Wilmington Trust and the BankCompany, as Seller and Servicertrustee (the “Trustee”). This is At or prior to confirm the agreement concerning the purchase time when sales to purchasers of the Certificates from the Bank Notes were first made to investors by the several underwriters named in Schedule I hereto Underwriters, which was approximately 4:44 p.m. (New York time) on September 14, 2011 (the "Underwriters"“Time of Sale”), for whom _______________ is acting the Seller had prepared the following information (collectively, the “Time of Sale Information”): the preliminary prospectus supplement dated September 9, 2011, as representative amended and supplemented by a supplement to such preliminary prospectus supplement dated September 14, 2011 (the "Representative"“Preliminary Prospectus Supplement”) to the base prospectus dated September 9, 2011 (the “Basic Prospectus”) (together, along with information referred to under the caption “Static Pool Data” therein regardless of whether it is deemed a part of the Registration Statement or Prospectus, the “Preliminary Prospectus”) and the free writing prospectus dated September 9, 2011 (the “Initial Free Writing Prospectus”) in the form filed with the Securities and Exchange Commission (the “Commission”) on September 9, 2011. If, subsequent to the Time of Sale and prior to the Closing Date (as defined below), such information included an untrue statement of 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, not misleading, and as a result investors in the Notes may terminate their old “Contracts of Sale” (within the meaning of Rule 159 under the Securities Act of 1933, as amended (the “Act”)) for any Notes and the Underwriters enter into new Contracts of Sale with investors in the Notes, then “Time of Sale Information” will refer to the information conveyed to investors at the time of entry into the first such new Contract of Sale, in an amended Preliminary Prospectus approved by the Seller and the Representatives that corrects such material misstatements or omissions (a “Corrected Prospectus”) and “Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into.

Introductory. Chase Manhattan Bank USANordstrom Private Label Receivables LLC (as described below and whose name will change on the Closing Date to Nordstrom Credit Card Receivables II LLC) (the “Transferor”), National Associationas beneficiary (in such capacity, the “Beneficiary”) of Nordstrom Private Label Credit Card Master Note Trust (whose name will change on the Closing Date to Nordstrom Credit Card Master Note Trust II), a national banking association Delaware statutory trust (the "Bank"“Issuer” or the “Trust”), proposes to form Chase Manhattan Auto Owner Trust 200_-_ sell $453,800,000 principal amount of Series 2007-2 Class A Asset Backed Notes (the “Series 2007-2 Class A Notes”) to the initial purchasers listed on Exhibit A hereto (the “Class A Initial Purchasers”) and $46,200,000 principal amount of Series 2007-2 Class B Asset Backed Notes (the “Series 2007-2 Class B Notes” and, together with the Series 2007-2 Class A Notes, the “Offered Notes”) to the initial purchasers listed on Exhibit B hereto (the “Class B Initial Purchasers” and, together with the Class A Initial Purchasers, the “Initial Purchasers”), for resale to “qualified institutional buyers” in reliance upon Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Act”). Greenwich Capital Markets, Inc. and J.▇. ▇▇▇▇▇▇ Securities Inc. will act as the representatives of the Initial Purchasers (the "Trust") to sell $___________ aggregate principal amount of ____% Asset Backed Certificates (the "Certificates"), each representing a fractional undivided interest in the Trust. The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement to be dated as of _________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and ____________, as owner trustee (the "Owner Trustee"Representatives”). Simultaneously Concurrently with the issuance and sale of the Certificates Offered Notes as contemplated herein, the Trust Issuer will issue $_____________ aggregate 43,500,000 principal amount of Series 2007-2 Class A-1 ____% C Asset Backed Notes (the "“Series 2007-2 Class A-1 C Notes"” and, together with the Offered Notes, the “Series 2007-2 Notes”), $_____________ aggregate 325,500,000 principal amount of Series 2007-1 Class A-2 ____% A Asset Backed Notes (the "“ Series 2007-1 Class A-2 A Notes"”), $_____________ aggregate 24,500,000 principal amount of Series 2007-1 Class A-3 ____% B Asset Backed Notes (the "“ Series 2007-1 Class A-3 B Notes") ”), and $_____________ aggregate 26,400,000 principal amount of Series 2007-1 Class A-4 ____% C Asset Backed Notes (the "“ Series 2007-1 Class A-4 C Notes" ” and, together with the Class A-1 Series 2007-2 Notes, the Series 2007-1 Class A-2 A Notes and the Series 2007-1 Class A-3 B Notes, the "“Notes"”). The Series 2007-2 Class C Notes, Series 2007-1 Class A Notes, Series 2007-1 Class B Notes and Series 2007-1 Class C Notes will not be sold hereunder. The Transferor is a limited liability company formed pursuant to and in accordance with the Indenture to be Delaware Limited Liability Company Act (6 Del. Code § 18-101 et seq.) on October 11, 2001, and governed by the Amended and Restated Limited Liability Company Agreement, dated as of __________ __May 1, 200_ 2007 (the “Limited Liability Company Agreement”), among Nordstrom fsb, a federal savings bank (the “Bank”), as the sole equity member, and D. ▇▇▇▇ ▇▇▇▇▇▇▇▇ and E▇▇▇ ▇▇▇▇▇▇, as the Special Members. The Issuer is a Delaware statutory trust formed pursuant to (a) the filing of a certificate of trust with the Secretary of State of the State of Delaware on October 2001, as amended and (b) the Second Amended and Restated Trust Agreement dated as of May 1, 2007 (as amended and supplemented from time to time, the "Indenture"“Trust Agreement”), between the Beneficiary and Wilmington Trust Company, as owner trustee (the “Owner Trustee”). Under the Amended and _________________Restated Administration Agreement, _____________dated as of May 1, 2007 (the “Administration Agreement”), between the Bank, as Administrator, and the Issuer, the Bank will perform, on behalf of the Issuer, certain administrative obligations required by the Transfer and Servicing Agreement and the Indenture (all as herein defined). The Series 2007-2 Notes will be issued pursuant to an Amended and Restated Master Indenture dated as of May 1, 2007 (as supplemented, the “Indenture”), by and between the Issuer and W▇▇▇▇ Fargo Bank, National Association, as indenture trustee (the "“Indenture Trustee"”), which will be sold pursuant to as acknowledged and agreed by the Transferor and the Bank, as Servicer, and as supplemented by an underwriting Indenture Supplement dated as of May 1, 2007, by and between the Issuer and the Indenture Trustee. To the extent not defined in this agreement dated the date hereof (the "Note Underwriting “Agreement"; together with this Agreement”), the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Note Underwriters"). The Notes and the Certificates are sometimes referred to collectively herein as the "Securities". Capitalized capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms specified in the Sale and Servicing Agreement to be Indenture. Under the Operating Agreement, dated as of ____________ __August 30, 200_ (1991, as amended and supplemented from time to time, (the "Sale and Servicing “Operating Agreement"”), between the Bank and Nordstrom Credit, Inc., a Colorado corporation (the “Seller”), the Bank transfers the Private Label Receivables to the Seller. Pursuant to the Participation Agreement, dated as of May 1, 2007 (the “Participation Agreement”), between the Bank and the Seller, the Bank will sell and assign to the Seller an undivided beneficial interest in certain existing and future amounts in relation to certain VISA® accounts (the “Participation,” and together with the Private Label Receivables, the “Receivables”). The Receivables are transferred by the Seller to the Transferor pursuant to the Receivables Purchase Agreement, dated as of May 1, 2007 (the “Receivables Purchase Agreement”), between the the Seller and the Transferor. The Transferor, in turn, transfers the Receivables to the Trust pursuant to the Amended and Restated Transfer and Servicing Agreement, dated as of May 1, 2007 (the “Transfer and Servicing Agreement”), among the Transferor, the Bank, as Servicer, the Indenture Trustee and the Trust. The Offered Notes will be offered pursuant to an offering circular (the “Base Offering Circular”) and an offering circular supplement dated April 25, 2007 (the “Offering Circular Supplement,” and, collectively with the Base Offering Circular, the “Final Offering Circular”) relating to the Offered Notes. As used herein, Final Offering Circular means, with respect to any date or time referred to herein, the most recent final Offering Circular with respect to the Offered Notes (as amended or supplemented, if applicable), which has been prepared and delivered by the Bank, the Seller and Servicerthe Transferor to the Initial Purchasers in accordance with the provisions hereof. This is Prior to confirm the agreement concerning time the purchase first contract of sale for the Certificates from Offered Notes was entered into, as set forth on Exhibit A (with respect to the Bank by Series 2007-2 Class A Notes) and Exhibit B (with respect to the several underwriters named in Schedule I Class 2007-2 Class B Notes) hereto (the "Underwriters"“Time of Sale”), for whom _______________ is acting as representative the Bank, the Seller and the Transferor had prepared a preliminary offering circular supplement with respect to the Offered Notes, dated April 20, 2007 (collectively with the Base Offering Circular, the "Representative"Preliminary Offering Circular”).. As used herein, Preliminary Offering Circular means, with respect to any date or time referred to herein, the most recent preliminary Offering Circular with respect to the Offered Notes (as amended or supplemented, if applicable), which has been prepared and delivered by the Bank, the Seller and the Transferor to the Initial Purchasers in accordance with the provisions hereof. In addition, the Representatives have prepared, using information provided to them by the Bank, the Seller and/or the Transferor, the road show presentation used on April 23, 2007 through April 25, 2007 in connection with the offering of the Offered Notes (such information provided by the Bank, the Seller and/or the Transferor, the “Other Materials”), a copy of which is attached hereto as Exhibit C.

Introductory. Chase Manhattan Bank USA, National AssociationDaimler Retail Receivables LLC, a national banking association Delaware limited liability company (the "Bank"“Depositor”), proposes to form Chase Manhattan cause Mercedes-Benz Auto Owner Receivables Trust 200_-20__-_ (the "Trust"“Issuer”) to sell $___________ aggregate principal amount of ____% Asset Backed Certificates (the "Certificates"), each representing a fractional undivided interest in the Trust. The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement to be dated as of _________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and ____________, as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $_____________ aggregate principal amount of Class A-1 A‑1 _____% Asset Backed Notes (the "“Class A-1 A‑1 Notes"”), $_____________ aggregate principal amount of Class A-2 A‑2[A] ____% Asset Backed Notes (the "“Class A-2 A‑2A Notes"”), $_____________ aggregate principal amount of Class A-3 _A‑2B LIBOR + ___% Asset Backed Notes (the "“Class A-3 A‑2B Notes"” and, together with the Class A-2A Notes, the “Class A-2 Notes”)], $__________ principal amount of Class A‑3 ___% Asset Backed Notes (the “Class A‑3 Notes”) and $_____________ aggregate principal amount of Class A-4 _A‑4 ___% Asset Backed Notes (the "“Class A-4 A‑4 Notes" ” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "“Class A Notes"”) and $____________ principal amount of Class B____% Asset Backed Notes (the “Class B Notes” and, together with the Class A Notes, the “Notes”) and to sell the Notes to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”). The assets of the Issuer will include, among other things, a pool of fixed-rate motor vehicle installment sales contracts and installment loans (the “Receivables”) secured by new and preowned Mercedes-Benz and smart automobiles, including, without limitation, rights to receive certain payments with respect to such Receivables received after the close of business on ___________ __, 20__, and security interests in the vehicles financed by the Receivables (the “Financed Vehicles”), and any proceeds from claims on certain related insurance policies thereof. The Receivables will be transferred to the Issuer by the Depositor. The Receivables will be serviced for the Issuer by Mercedes-Benz Financial Services USA LLC, a Delaware limited liability company (the “Servicer” or “MBFS”). The Notes will be issued pursuant to the Indenture to be dated as of __________ __, 20020__ (as amended and supplemented from time to time, the "“Indenture"”), between the Trust Issuer and _____________________, a ___________ (the “Indenture Trustee”). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Issuer will issue Asset Backed Certificates (the “Certificates”), each such Certificate representing a fractional undivided beneficial interest in the Issuer, to the Depositor. Upon the occurrence of certain events described in the Indenture, an asset representations review may be performed by the Asset Representations Reviewer (as defined below) under an Asset Representations Review Agreement (the “Asset Representations Review Agreement”) dated as of _____________ __, 20__ among _______________________, a _________________, as indenture trustee asset representations reviewer (the "Indenture Trustee"“Asset Representations Reviewer”), which will be sold pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement"; together with this AgreementIssuer and MBFS USA, the "Underwriting Agreements") among the Bank as Administrator and the underwriters named therein (the "Note Underwriters"). The Notes and the Certificates are sometimes referred to collectively herein as the "Securities"Servicer. Capitalized terms used and not otherwise defined herein shall have the meanings assigned ascribed to such terms them in Appendix A to the Sale and Servicing Agreement to be dated as of ____________ __, 20020__ (as amended and supplemented from time to time, the "“Sale and Servicing Agreement"”), among the Issuer, the Depositor, the Seller and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of __________ __, 20__ (as amended and supplemented from time to time, the “Trust Agreement”), between the Trust Depositor and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Certificates from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom _______________ is acting _______, as representative owner trustee under the Trust Agreement (the "Representative"“Owner Trustee”).

Introductory. Chase Manhattan Bank USA, National AssociationDaimler Retail Receivables LLC, a national banking association Delaware limited liability company (the "Bank"“Depositor”), proposes to form Chase Manhattan cause Mercedes-Benz Auto Owner Receivables Trust 200_-_ 201[_]-[_] (the "Trust"“Issuing Entity”) to sell $___________ aggregate principal amount of ____% Asset Backed Certificates (the "Certificates"), each representing a fractional undivided interest in the Trust. The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to issue $[______________]. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement to be dated as ] principal amount of _________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and Class A-1 [____________, as owner trustee ]% Asset Backed Notes (the "Owner Trustee"“Class A-1 Notes”). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $[_____________ aggregate ] principal amount of Class A-1 ____% A-2 [Floating Rate] Asset Backed Notes (the "“Class A-1 A-2 Notes"”), $[_____________ aggregate ] principal amount of Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $A-3 [_____________ aggregate principal amount of Class A-3 ____]% Asset Backed Notes (the "“Class A-3 Notes"”) and $[_____________ aggregate ] principal amount of Class A-4 [__________]% Asset Backed Notes (the "“Class A-4 Notes" ” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "“Class A Notes"), pursuant to the Indenture to be dated as of __________ __, 200_ (as amended ”) and supplemented from time to time, the "Indenture"), between the Trust and $[______________] principal amount of Class B [____]% Asset Backed Notes (the “Class B Notes” and, together with the Class A Notes, the “Notes”) and to sell the Notes to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate motor vehicle retail installment sale contracts and installment loans (the “Receivables”) secured by new and pre-owned Mercedes-Benz and smart automobiles, including, without limitation, rights to receive certain payments with respect to such Receivables received after the close of business on [______], and security interests in the vehicles financed by the Receivables (the “Financed Vehicles”), and any proceeds from claims on certain related insurance policies thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Mercedes-Benz Financial Services USA LLC, a Delaware limited liability company (the “Servicer” or “MBFS”). The Notes will be issued pursuant to the Indenture to be dated as of [__________], 201[_] (as amended and supplemented from time to time, the “Indenture”), between the Issuing Entity and [_____________], as indenture trustee a national banking association (the "“Indenture Trustee"”). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Issuing Entity will issue Asset Backed Certificates (the “Certificates”), which will be sold pursuant each such Certificate representing a fractional undivided beneficial interest in the Issuing Entity, to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Note Underwriters"). The Notes and the Certificates are sometimes referred to collectively herein as the "Securities"Depositor. Capitalized terms used and not otherwise defined herein shall have the meanings assigned ascribed to such terms them in Appendix A to the Sale and Servicing Agreement to be dated as of [__________], 201[__ __, 200_ ] (as amended and supplemented from time to time, the "“Sale and Servicing Agreement"”), between among the Issuing Entity, the Depositor, the Seller and the Servicer or, if not defined therein, in the Indenture or the Trust and the Bank, Agreement to be dated as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Certificates from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom [__________], 201[_] (as amended and supplemented from time to time, the “Trust Agreement”), between the Depositor and [_____ is acting ______], a [__________] with trust powers, as representative owner trustee under the Trust Agreement (the "Representative"“Owner Trustee”).

Introductory. Chase Manhattan First National Funding LLC ("FNF LLC" or the "Transferor"), a limited liability company formed under the laws of the State of Nebraska, proposes to cause First National Master Note Trust (the "Issuer") to issue and sell $411,250,000 principal amount of Class A Floating Rate Asset Backed Notes, Series 2007-1 (the "Class A Notes"), $40,000,000 principal amount of Class B Floating Rate Asset Backed Notes, Series 2007-1 (the "Class B Notes") and $48,750,000 principal amount of Class C Floating Rate Asset Backed Notes, Series 2007-1 (the "Class C Notes", and together with the Class A Notes and the Class B Notes, the "Notes") to the Underwriters (as defined hereinafter) for whom you are acting as Representatives. The Issuer is a Delaware statutory trust formed pursuant to (a) a Trust Agreement, dated as of October 16, 2002 (the "Trust Agreement"), between the Transferor and Wilmington Trust Company ("WTC"), as owner trustee (the "Owner Trustee") and (b) the filing of a certificate of trust with the Secretary of State of Delaware on October 16, 2002. The Notes will be issued pursuant to a Master Indenture, dated as of October 24, 2002 (as amended, the "Master Indenture"), between the Issuer and The Bank USAof New York Trust Company, N.A. (successor to The Bank of New York) ("BNYTC"), as indenture trustee (the "Indenture Trustee"), as supplemented by the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Supplement with respect to the Notes to be dated as of the Closing Date (as defined below) (the "Indenture Supplement," and together with the Master Indenture, the "Indenture"). The primary asset of the Issuer is a certificate (the "Collateral Certificate") representing a beneficial interest in the assets held in the First Bankcard Master Credit Card Trust (the "Certificate Trust"), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 24, 2002 (as amended and supplemented, the "Pooling and Servicing Agreement"), among FNF LLC, First National AssociationBank of Omaha, a national banking association (the "Bank"), proposes to form Chase Manhattan Auto Owner Trust 200_-_ as servicer (the "TrustServicer") and BNYTC (successor to sell $___________ aggregate principal amount The Bank of ____% Asset Backed Certificates New York), as trustee (the "CertificatesCertificate Trust Trustee"), each representing a fractional undivided interest in and the TrustCollateral Series Supplement, dated as of October 24, 2002, to the Pooling and Servicing Agreement (the "Collateral Supplement" and together with the Pooling and Servicing Agreement, the "Pooling and Servicing Agreement"). The assets of the Certificate Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes certain amounts due (the "Receivables") secured on a portfolio of Visa(R) and MasterCard(R) revolving credit card accounts owned by new and used automobiles the Bank (the "Financed VehiclesAccounts") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such . The Receivables to be are transferred to the Certificate Trust pursuant to the Pooling and serviced Servicing Agreement. The Receivables transferred to the Certificate Trust by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of October 24, 2002 (as amended, the "Receivables Purchase Agreement"), between the Transferor and the Bank. The Collateral Certificate was transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of October 24, 2002 (the "Transfer and Servicing Agreement"), among the Transferor, the Bank, as Servicer, or by a successor Servicerand the Issuer. The Original Pool Balance Bank has agreed to provide notices and perform on behalf of the Receivables Issuer certain other administrative obligations required by the Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of Notes issued by the Issuer, pursuant to an Administration Agreement, dated as of the opening of business on _________ __October 24, 200_ 2002 (the "Cut-off Date") was equal to $[______________]. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement to be dated as of _________ __, 200_ (as amended and supplemented from time to time, the "Trust Administration Agreement"), between the Bank and ____________Bank, as owner trustee administrator (in such capacity, the "Owner TrusteeAdministrator"), and the Issuer. Simultaneously with The Transfer and Servicing Agreement, the issuance Pooling and sale of Servicing Agreement, the Certificates as contemplated hereinReceivables Purchase Agreement, the Indenture, the Trust will issue $_____________ aggregate principal amount of Class A-1 ____% Asset Backed Notes (the "Class A-1 Notes"), $_____________ aggregate principal amount of Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $_____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes Agreement and the Class A-3 Notes, the "Notes"), pursuant to the Indenture to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Indenture"), between the Trust and _________________, _____________, as indenture trustee (the "Indenture Trustee"), which will be sold pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Note Underwriters"). The Notes and the Certificates Administration Agreement are sometimes referred to collectively herein herein, collectively, as the "SecuritiesTransaction Documents." This Underwriting Agreement is referred to herein as this ". Capitalized Agreement." To the extent not defined herein, capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Sale and Servicing Agreement to be dated as of ____________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Certificates from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom _______________ is acting as representative (the "Representative")Transaction Documents.

Introductory. Chase Manhattan Bank USA, National AssociationWorld Omni Auto Receivables LLC, a national banking association Delaware limited liability company (the "Bank"“Depositor”), proposes to form Chase Manhattan Auto Owner Trust 200_-_ and World Omni Financial Corp., a Florida corporation (“World Omni”), hereby confirm their respective agreements with ▇.▇. ▇▇▇▇▇▇ Securities LLC, Barclays Capital Inc. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and each of the other underwriters named in Schedule I hereto (collectively, the “Underwriters”) for whom you are acting as representatives (the "Trust") “Representatives”), with respect to sell the sale by the Depositor of $___________ 158,000,000 aggregate principal amount of ____0.41126% Asset Backed Certificates Notes, Class A-1 (the "Certificates"“Class A-1 Notes”), each representing a fractional undivided interest $197,000,000 aggregate principal amount of 0.65% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), $243,000,000 aggregate principal amount of 0.96% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”), $87,531,000 aggregate principal amount of 1.33% Asset Backed Notes, Class A-4 (the “Class A-4 Notes”) and $19,193,000 aggregate principal amount of 1.98% Asset Backed Notes, Class B (the “Class B Notes”) of World Omni Auto Receivables Trust 2011-B (the “Trust”) under the terms and conditions herein contained. The Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes are collectively referred to herein as the “Notes”. The Notes will be issued pursuant to an indenture (the “Indenture”), to be dated as of the Closing Date (as defined below), between the Trust and U.S. Bank National Association, as indenture trustee (in such capacity, the “Indenture Trustee”). The Depositor will retain the asset backed certificates (the “Certificates”) issued pursuant to an amended and restated trust agreement, to be dated as of the Closing Date (the “Trust Agreement”), between the Depositor and Deutsche Bank Trust Company Delaware, as owner trustee (in such capacity, the “Owner Trustee”). The Certificates will be subordinated to the Notes to the extent described in the TrustBasic Documents (as defined below). The assets of the Trust will include, among other things, a pool of simple interest fixed rate retail installment sales sale contracts and purchase money notes and other notes (the "“Initial Receivables"”) secured by new and used automobiles and light-duty trucks financed thereby (the "“Initial Financed Vehicles") ”), and certain monies received thereunder on or after October 20, 2011 (the “Initial Cutoff Date”), and, if there is a funding period, additional fixed rate retail installment sale contracts (the “Subsequent Receivables” and together with the Initial Receivables, the “Receivables”) secured by new and used automobiles and light-duty trucks financed thereby (the “Subsequent Financed Vehicles” and together with the Initial Financed Vehicles, the “Financed Vehicles”), and certain monies received thereunder after the related cutoff date (each, a “Subsequent Cutoff Date (as hereinafter defined), such Receivables Date”) and monies on deposit in the Reserve Account and in certain other accounts and the other property and the proceeds thereof to be transferred conveyed to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement to be dated as of _________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and ____________, as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $_____________ aggregate principal amount of Class A-1 ____% Asset Backed Notes (the "Class A-1 Notes"), $_____________ aggregate principal amount of Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $_____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"), pursuant to the Indenture to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Indenture"), between the Trust and _________________, _____________, as indenture trustee (the "Indenture Trustee"), which will be sold pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Note Underwriters"). The Notes and the Certificates are sometimes referred to collectively herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Sale and Servicing Agreement to be dated as of ____________ __, 200_ the Closing Date (as amended and supplemented from time to time, the "“Sale and Servicing Agreement"”) among the Trust, the Depositor and World Omni, as Servicer (the “Servicer”). Pursuant to the Sale and Servicing Agreement, between the Depositor will sell the Receivables to the Trust and the BankServicer will service the Receivables on behalf of the Trust. In addition, pursuant to the Sale and Servicing Agreement, the Servicer will agree to perform certain administrative tasks on behalf of the Trust imposed on the Trust under the Indenture. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Sale and Servicing Agreement. The Receivables were or will be originated or acquired by World Omni. World Omni will sell the Receivables to the Depositor pursuant to the terms of the Receivables Purchase Agreement (the “Receivables Purchase Agreement”) to be dated as of the Closing Date between the Depositor and World Omni. As used herein, the term “Basic Documents” refers to the Sale and Servicing Agreement, Indenture, Trust Agreement, Receivables Purchase Agreement and the Administration Agreement (the “Administration Agreement”) to be dated as of the Closing Date among World Omni, the Indenture Trustee, the Depositor and the Trust, and the Note Depository Agreement. At or prior to the time when sales (including any contracts of sale) of the Notes were first made to investors by the Underwriters, which shall be deemed to be 12:04 p.m. on November 2, 2011 (the “Time of Sale”), the Depositor had prepared the following information (together, as Seller a whole, the “Time of Sale Information”): (i) the preliminary prospectus supplement dated October 27, 2011 (the “Preliminary Prospectus Supplement”) and Servicer. This the base prospectus dated October 27, 2011 (together, along with any information referred to under the caption “Static Pool Information About Certain Previous Securitized Pools” therein, regardless of whether it is to confirm the agreement concerning the purchase deemed a part of the Certificates from Registration Statement or Prospectus under Rule 1105(d) of Regulation AB, the Bank “Preliminary Prospectus”), and (ii) the “free writing prospectus” (as defined pursuant to Rule 405 of the Securities Act of 1933, as amended (the “Act”)) listed on Schedule III hereto dated November 2, 2011 relating to the ratings on the Notes (as it may be amended with the approval in writing of the parties hereto). If, subsequent to the Time of Sale and prior to the Closing Date, it is determined by the several underwriters named parties that such information included an untrue statement of material fact or omitted to state a material fact necessary in Schedule I hereto order to make the statements therein, in the light of the circumstances under which they were made, not misleading, then the investors may terminate their old “contracts of sale” (within the "meaning of Rule 159 under the Act). If, following any such termination, the Underwriters"), with prior written notice to the Depositor and World Omni, enter into new contracts of sale with investors for whom _______________ is acting as representative the Notes, then “Time of Sale Information” will refer to the documents agreed upon in writing by the Depositor and the Representatives that correct such material misstatements or omissions (a “Corrected Prospectus”) and “Time of Sale” will refer to the "Representative")time and date agreed upon by the Depositor and the Representatives.

Introductory. Chase Manhattan Bank USA, National AssociationDaimler Trust Leasing LLC, a national banking association Delaware limited liability company (the "Bank"“Depositor”), proposes to form Chase Manhattan cause Mercedes-Benz Auto Owner Lease Trust 200_-_ 2013-B (the "Trust"“Issuing Entity”) to sell $___________ aggregate principal amount of ____% Asset Backed Certificates (the "Certificates"), each representing a fractional undivided interest in the Trust. The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement to be dated as of _________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and ____________, as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $_____________ aggregate 272,000,000 principal amount of Class A-1 ____0.26000% Asset Backed Notes (the "“Class A-1 Notes"”), $_____________ aggregate 400,000,000 principal amount of Class A-2 ____0.53% Asset Backed Notes (the "“Class A-2 Notes"”), $_____________ aggregate 535,000,000 principal amount of Class A-3 ____0.62% Asset Backed Notes (the "“Class A-3 Notes"”) and $_____________ aggregate 100,805,000 principal amount of Class A-4 ____0.76% Asset Backed Notes (the "“Class A-4 Notes" ” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "“Notes"”) and to sell the Notes in the respective amounts listed on Schedule I hereto to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”). The Notes will be issued pursuant to the an Indenture to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "“Indenture"”), dated as of November 1, 2013, between the Trust Issuing Entity and _________________, _____________U.S. Bank National Association, as indenture trustee (in such capacity, the "“Indenture Trustee"”). The assets of the Issuing Entity will include, which will be sold among other things, the 2013-B Exchange Note (as defined below) backed by a pool of new Mercedes-Benz passenger car, sport utility vehicle and crossover automobile leases and the related leased vehicles. Simultaneously with the issuance and sale of the Notes as contemplated herein, pursuant to an underwriting agreement Amended and Restated Trust Agreement (as amended and supplemented from time to time, the “Trust Agreement”), dated November 1, 2013, between the date hereof Depositor and Wilmington Trust, National Association, as owner trustee (in such capacity, the “Owner Trustee”), the Issuing Entity will issue asset backed certificates (the "Note Underwriting Agreement"; together with this Agreement“Certificates”), each such Certificate representing a fractional undivided beneficial interest in the Issuing Entity, to the Depositor. Daimler Trust, the "Underwriting Agreements"titling trust (the “Titling Trust”) is governed by the Second Amended and Restated Trust Agreement (as amended and supplemented from time to time, the “Titling Trust Agreement”), dated as of April 1, 2008, among Mercedes-Benz Financial Services USA LLC (f/k/a DCFS USA LLC) (“MBFS USA”), as titling trust administrator, Daimler Trust Holdings LLC, as initial beneficiary (the “Initial Beneficiary”) and BNY Mellon Trust of Delaware ((f/k/a BNYM (Delaware) (f/k/a The Bank of New York (Delaware)), as trustee (the “Titling Trustee”). On November 26, 2013 (the “2013-B Closing Date”), the Titling Trust, as borrower (the “Borrower”) shall, pursuant to (i) that certain Amended and Restated Collateral Agency Agreement (as amended and supplemented from time to time, the “Basic Collateral Agency Agreement”), dated as of March 1, 2009, among the Borrower, MBFS USA, as lender (in such capacity, the “Lender”) and as servicer (in such capacity, the “Servicer”), U.S. Bank Trust National Association, as administrative agent (the “Administrative Agent”) and Daimler Title Co., as collateral agent (the “Collateral Agent”) and (ii) a 2013-B Exchange Note Supplement (as amended and supplemented from time to time, the “Exchange Note Supplement”), dated as of November 1, 2013, among the Borrower, the Administrative Agent, the Collateral Agent, MBFS USA, as Lender and as Servicer and the underwriters named therein Indenture Trustee, issue a 2013-B Exchange Note (the "“2013-B Exchange Note”) to the Lender evidencing the Borrower’s payment obligations in respect of certain advances made by the Lender to the Borrower. Amounts due on the 2013-B Exchange Note Underwriters"shall be paid from collections on the Titling Trust Assets allocated to the 2013-B Reference Pool as of the close of business on September 30, 2013 (the “2013-B Cutoff Date”). The Notes Lender will sell the 2013-B Exchange Note to the Depositor pursuant to a First Tier Sale Agreement (as amended and supplemented from time to time, the “First Tier Sale Agreement”), dated as of November 1, 2013, between the Lender and the Certificates are sometimes referred Depositor, and the Depositor will sell the 2013-B Exchange Note to collectively herein the Issuing Entity pursuant to a Second Tier Sale Agreement (as amended and supplemented from time to time, the "Securities"“Second Tier Sale Agreement”), dated as of November 1, 2013, between the Depositor and the Issuing Entity. MBFS USA will continue to service the Titling Trust Assets allocated to the 2013-B Reference Pool pursuant to a 2013-B Servicing Supplement (as amended and supplemented from time to time, the “2013-B Servicing Supplement”), dated as of November 1, 2013, among MBFS USA, as Servicer and as Lender, the Borrower and the Collateral Agent, which supplements that certain Amended and Restated Servicing Agreement (as amended and supplemented from time to time, the “Basic Servicing Agreement”), dated as of March 1, 2009, among the Lender, the Servicer, the Borrower and the Collateral Agent. Capitalized terms used and not otherwise defined herein shall have the meanings assigned ascribed to such terms them in Appendix 1 to the Sale and Servicing Agreement Exchange Note Supplement or, if not defined therein, in Appendix A to be dated as of ____________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Basic Collateral Agency Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Certificates from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom _______________ is acting as representative (the "Representative").

Introductory. Chase Manhattan Bank USA, National AssociationAmerican Honda Receivables Corp., a national banking association California corporation (the "Bank"“Company”), proposes to form Chase Manhattan Auto Owner Trust 200_-_ (the "Trust") to sell $___________ aggregate principal amount of ____% Asset Backed Certificates (the "Certificates")proposes, each representing a fractional undivided interest in the Trust. The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred subject to the Trust terms and serviced by conditions stated herein, to cause the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Honda Auto Receivables as of the opening of business on _____[____ __, 200_ __] Owner Trust (the "Cut-off Date"“Trust”) was equal to issue and sell $[_____] aggregate principal amount of [___]% Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), $[______] aggregate principal amount of [___]. The Certificates will be issued pursuant to % Asset Backed Notes, Class A-2 (the Amended and Restated Trust Agreement to be dated as of “Class A-2 Notes”) $[_____] aggregate principal amount of [____ __]% Asset Backed Notes, 200_ Class A-3 (as amended the “Class A-3 Notes”) and supplemented from time to time, the "Trust Agreement"), between the Bank and $[____________, as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $_____________ ] aggregate principal amount of Class A-1 [____]% Asset Backed Notes Notes, Class A-4 (the "Class A-1 Notes"), $_____________ aggregate principal amount of Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $_____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "“Class A-4 Notes" and, ” and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "“Notes"”), . The Notes will be issued pursuant to the Indenture Indenture, to be dated as of ____[______ __, 200_ __] (as amended and supplemented from time to time, the "“Indenture"”), between the Trust and [______] (the “Indenture Trustee”). Concurrently with the issuance and sale of the Notes as contemplated herein, the Trust will issue $[___________, _____________, as indenture trustee ] aggregate principal amount of certificates of beneficial interest (the "Indenture Trustee"“Certificates”), which each representing an interest in the Owner Trust Estate. The Company will retain the Certificates. The Certificates will be sold issued pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement"; together with this Amended and Restated Trust Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Note Underwriters"). The Notes and the Certificates are sometimes referred to collectively herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Sale and Servicing Agreement to be dated as of ______[______ __, 200_ __] (as amended and supplemented from time to time, the "Sale and Servicing “Trust Agreement"”), between the Trust Company and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Certificates from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom [_____], as owner trustee (in such capacity, the “Owner Trustee”) and [__________ is acting ], as representative Delaware trustee (in such capacity, the "Representative"“Delaware Trustee”). The Certificates are subordinated to the Notes.

Introductory. Chase Manhattan Bank USA, National AssociationCase Receivables II Inc., a national banking association Delaware corporation (the "BankSeller"), proposes to form Chase Manhattan Auto Owner cause Case Equipment Loan Trust 200_-_ 1998-B (the "Trust") to issue and sell $___________ aggregate 112,706,000 principal amount of ____Class A-1 5.6075% Asset Backed Certificates Notes (the "CertificatesA-1 Notes"), each representing a fractional undivided interest $200,000,000 principal amount of Class A-2 5.70% Asset Backed Notes (the "A-2 Notes"), $140,000,000 principal amount of Class A-3 5.81% Asset Backed Notes (the "A-3 Notes") and $123,794,000 principal amount of Class A-4 5.92% Asset Backed Notes (the "A-4 Notes"; together with the A-1 Notes, the A-2 Notes and the A-3 Notes, the "Class A Notes" or the "Underwritten Notes"), to the several Class A Note Underwriters named in Schedule I hereto (collectively, the Trust"Underwriters"), for whom you are acting as representative (the "Representative"). The assets of the Trust will include, among other things, a pool of simple interest retail installment sales sale contracts and purchase money notes and other notes full payout leases (the "Receivables") secured by new or used agricultural or construction equipment and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after related security interests in the Cutoff Date (as hereinafter defined), such equipment financed thereby. The Receivables to be transferred were sold to the Trust and serviced by the Bank, as Servicer, or by a successor ServicerSeller. The Original Pool Balance of Receivables are serviced for the Receivables as of the opening of business on _________ __Trust by Case Credit Corporation, 200_ a Delaware corporation (the "Cut-off DateCase Credit") was equal to $[______________]). The Certificates Underwritten Notes will be issued pursuant to the Amended and Restated Trust Agreement to be dated as of _________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and ____________, as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $_____________ aggregate principal amount of Class A-1 ____% Asset Backed Notes (the "Class A-1 Notes"), $_____________ aggregate principal amount of Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $_____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"), pursuant to the Indenture to be dated as of __________ __August 1, 200_ 1998 (as amended and supplemented from time to time, the "Indenture"), between the Trust and _________________, _____________, as indenture trustee Harris Trust and Savings Bank (the "Indenture In▇▇▇▇▇▇e Trustee"). Simultaneously with the issuance and sale of the Underwritten Notes as contemplated in this Agreement, the Trust will (i) issue $25,000,000 principal amount of 5.99% Class B Asset Backed Notes (the "Class B Notes") which will be sold pursuant to an underwriting agreement dated as of the date hereof (the "Class B Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Bank Seller, Case Credit and you, as representative of the several underwriters named therein in Schedule I thereto, and (ii) incur a deferred purchase price obligation and issue 5.99% Asset Backed Certificates (the "Note UnderwritersCertificates"), in a combined amount of $12,500,000 to the Seller. The Underwritten Notes and the Certificates Class B Notes are sometimes referred to collectively herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings assigned ascribed to such terms them in the Sale and Servicing Agreement to be dated as of ____________ __August 1, 200_ 1998 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Trust, the Seller and Case Credit, as servicer, or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of August 1, 1998 (as amended and supplemented from time to time, the "Trust Agreement"), between the Trust Seller and the BankThe Bank of New York, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Certificates from the Bank by the several underwriters named in Schedule I hereto trustee (the "Underwriters"), for whom _______________ is acting as representative (the "RepresentativeTrustee").

Introductory. Chase Manhattan Bank USAGE Equipment Midticket LLC, National Association, a national banking association Series 2009-1 (the "Bank"“Company”), proposes CEF Equipment Holding, L.L.C. (“CEFEH” or the “Depositor”) and General Electric Capital Corporation (“GECC”), as sponsor, propose to form Chase Manhattan Auto Owner Trust 200_-_ cause the sale of the GE Equipment Midticket LLC, Series 2009-1 Asset Backed Notes, consisting of the Class A-1, Class A-2, Class A-3 and Class A-4 Notes (collectively, the “Class A Notes” or the “Offered Notes”). The Company will also issue the Class B Notes (the "Trust"“Class B Notes”) to sell $___________ aggregate principal amount of ____% Asset Backed Certificates and Class C Notes (the "Certificates"“Class C Notes” and together with the Class B Notes and the Offered Notes, the “Notes”), each representing a fractional undivided interest in the Trust. The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates Notes will be issued pursuant to the Amended and Restated Trust Agreement to be an Indenture, dated as of _________ __September 11, 200_ 2009 (as amended and supplemented from time to time, the "Trust Agreement"“Indenture”), between the Company and Deutsche Bank and ____________, as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $_____________ aggregate principal amount of Class A-1 ____% Asset Backed Notes (the "Class A-1 Notes"), $_____________ aggregate principal amount of Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $_____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"), pursuant to the Indenture to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Indenture"), between the Trust and _________________, _____________Company Americas, as indenture trustee (the "“Indenture Trustee"), which will be sold pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Note Underwriters"”). The Notes will be issued in an aggregate initial principal amount of $618,399,000. The Offered Notes are being purchased by the entities specified in Schedule I hereto (each an “Underwriter,” and together the “Underwriters”). Certain of the Underwriters are financial institutions appearing on the Federal Reserve Bank of New York’s list of Primary Government Securities Dealers Reporting to the Government Securities Dealers Statistics Unit of the Federal Reserve Bank of New York (each such financial institution, a “TALF Agent”), and may each be a party to that certain Master Loan and Security Agreement among the Federal Reserve Bank of New York (the “FRBNY”), as Lender, various TALF Agents from time to time party thereto, each on behalf of itself and its respective customers as borrowers thereunder from time to time, The Bank of New York Mellon, as Administrator, and The Bank of New York Mellon, as Custodian (the “MLSA”), in connection with the Term Asset-Backed Securities Loan Facility (the “TALF”). To the extent expressly provided in this Agreement, and subject to the limitations in Section 8 hereof, certain of the rights, benefits and remedies of the Underwriters under this Agreement will be for the benefit of, and will be enforceable by, the Underwriters not only in such capacity but also in each Underwriter’s capacity as a TALF Agent and as a signatory to the MLSA. The Notes will be secured by the Collateral, including without limitation, a pool of equipment loans and finance leases secured by transportation equipment, industrial equipment, construction equipment, maritime assets, printing presses, furniture and fixtures, technology and telecommunications equipment or other equipment and the Certificates are sometimes referred to collectively herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms related security interests in the equipment financed thereby (collectively, the “Loans”). Pursuant to a Loan Sale Agreement, dated as of September 11, 2009 (the “Loan Sale Agreement”), among the Depositor, GECC, VFS Financing, Inc. (“VFS”), GE Capital Information Technology Solutions, Inc. (“GE ITS”) and Imaging Financial Services, Inc. (“Imaging”, and together with GECC, VFS and GE ITS, the “Originators”), GECC and the other Originators will sell the Loans to the Depositor. Pursuant to a Loan Purchase and Sale Agreement, dated as of September 11, 2009 (the “Loan Purchase and Sale Agreement”), between the Depositor and the Company, the Depositor will sell, transfer and convey to the Company, without recourse, all of its right, title and interest in the Loans. Pursuant to the Servicing Agreement Agreement, to be dated as of ____________ __September 11, 200_ 2009 (the “Servicing Agreement”) between GECC, as amended servicer, and supplemented from time to timethe Company, GECC will service the Loans. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Indenture. The Class A-1 Notes shall bear interest at 0.50075% per annum, the "Sale and Servicing Agreement")Class A-2 Notes shall bear interest at 1.42% per annum, between the Trust Class A-3 Notes shall bear interest at 2.34% per annum and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Certificates from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom _______________ is acting as representative (the "Representative")Class A-4 Notes shall bear interest at 3.13% per annum.

Introductory. WFN Credit Company, LLC (“WFN LLC”) proposes to cause World Financial Network Credit Card Master Note Trust (the “Issuer”) to issue $375,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A Fixed Rate Asset Backed Notes, Series 2013-A (the “Class A Notes”), $18,750,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Fixed Rate Asset Backed Notes, Series 2013-A (the “Class M Notes”), $23,750,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Fixed Rate Asset Backed Notes, Series 2013-A (the “Class B Notes”), $62,500,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Fixed Rate Asset Backed Notes, Series 2013-A (the “Class C Notes”), and $20,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class D Fixed Rate Asset Backed Notes, Series 2013-A (the “Class D Notes”) (collectively, the Class A Notes, the Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes are the “Notes”). The Class A Notes are referred to herein as the “Underwritten Notes”. The Class M Notes, the Class B Notes, the Class C Notes and the Class D Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Notes Transaction”). Barclays Capital Inc. and RBC Capital Markets, LLC, each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a Delaware statutory trust formed pursuant to (a) an Amended and Restated Trust Agreement, dated as of August 1, 2001, between WFN LLC, as transferor (the “Transferor”), and U.S. Bank Trust National Association (“U.S. Bank”), as successor to Chase Manhattan Bank USA, National AssociationAssociation (“Chase”), a national banking association as owner trustee (the "Bank"“Owner Trustee”), proposes to form Chase Manhattan Auto Owner Trust 200_-_ as supplemented by the Instrument of Resignation, Appointment and Acceptance (the "“Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust", filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008 and the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010, each between the Issuer and Union Bank, National Association (“Union Bank”), as successor to The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”) to sell $___________ aggregate principal amount of ____% Asset Backed Certificates (the "Certificates"successor in interest to the corporate trust administration of BNY Midwest Trust Company (“BNYMTC”) (the successor in interest to the corporate trust administration of ▇▇▇▇▇▇ Trust and Savings Bank)), each as indenture trustee (the “Indenture Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among Comenity Bank (formerly known as World Financial Network Bank) (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Indenture Trustee Agreement”), by and among the Administrator, the Issuer, BNYMTCNA, as resigning Indenture Trustee, and Union Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series 2013-A Indenture Supplement with respect to the Notes, to be dated as of February 20, 2013 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “Collateral Certificate”) representing a fractional undivided beneficial interest in the Trustassets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 26, 2007, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, the Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 28, 2010 and the Eighth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 9, 2011, each among the Transferor, the Bank, as servicer (the “Servicer”), and Union Bank, as successor to BNYMTCNA (the successor in interest to the corporate trust administration of BNYMTC (the successor in interest to the corporate trust administration of ▇▇▇▇▇▇ Trust and Savings Bank)), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee, as further supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of June 26, 2012 (the “Successor Trustee Agreement”), by and among the Transferor, BNYMTCNA, as resigning WFNMT Trustee, and Union Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of the Trust will WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of simple interest retail installment sales contracts and purchase money notes and other notes private-label credit card accounts of the Bank (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined“Accounts”), such . The Receivables to be are transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal Transferor to $[______________]. The Certificates will be issued WFNMT pursuant to the Amended and Restated Trust Agreement Pooling and Servicing Agreement. The Receivables transferred to be WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of _________ __August 1, 200_ 2001, as amended by the First Amendment to the Receivables Purchase Agreement, dated as of June 28, 2010 and the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011 (as amended and supplemented from time to timeheretofore amended, the "“Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011 and the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011 (as heretofore amended, the “TSA”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Trust Agreement", the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”), between the Bank and ____________Bank, as owner trustee (Administrator, and the "Owner Trustee")Issuer. Simultaneously with The TSA, the issuance and sale of PSA, the Certificates as contemplated hereinReceivables Purchase Agreement, the Indenture, the Trust will issue $_____________ aggregate principal amount of Class A-1 ____% Asset Backed Notes (the "Class A-1 Notes"), $_____________ aggregate principal amount of Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $_____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes Agreement and the Class A-3 NotesAdministration Agreement are referred to herein, the "Notes"), pursuant to the Indenture to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Indenture"), between the Trust and _________________, _____________collectively, as indenture trustee (the "Indenture Trustee"), which will be sold pursuant to an underwriting agreement dated the date hereof (the "Note “Program Documents.” This Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Note Underwriters"). The Notes and the Certificates are sometimes Agreement is referred to collectively herein as this “Agreement.” To the "Securities". Capitalized extent not defined herein, capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Sale and Servicing Agreement to be dated as of ____________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Certificates from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom _______________ is acting as representative (the "Representative")Program Documents.