Common use of Introductory Clause in Contracts

Introductory. Caterpillar Financial Funding Corporation, a Nevada corporation (the "Depositor"), proposes to cause Caterpillar Financial Asset Trust 2007-A (the "Issuing Entity") to issue $19,798,000 aggregate principal amount of Class B 6.18% Asset Backed Notes (the "Class B Notes") and to sell the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriter"). 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 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, 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").

Introductory. Caterpillar Financial Funding CorporationChase Manhattan Bank USA, National Association, a Nevada corporation national banking association (the "DepositorBank"), proposes to cause Caterpillar Financial Asset form Chase Manhattan Auto Owner Trust 2007-A 200_-_ (the "Issuing EntityTrust") to issue sell $19,798,000 ____________ aggregate principal amount of Class B 6.18A-1 ____% Asset Backed Notes (the "Class B 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 to sell the $____________ aggregate principal amount of Class B A-4 ____% Asset Backed Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "UnderwriterClass 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 Issuing Entity Trust will include, among other things, a pool of fixed-rate simple interest retail installment sale sales contracts and finance leases purchase money notes and other notes (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 automobiles (the "Financed EquipmentVehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), and the proceeds thereof. The such Receivables will to be transferred to the Issuing Entity Trust and serviced by the DepositorBank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables will be serviced for as of the Issuing Entity by Caterpillar Financial Services Corporationopening of business on __________ __, a Delaware corporation 200_ (the "Servicer" or Cut-off Date"CFSC")) was equal to $____________. The Notes will be issued pursuant to the Indenture to be dated as of September 1__________ __, 2007 200_ (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity Trust and U.S. Bank National Association_______________, a national banking association _____________, as indenture trustee (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Class B Notes as contemplated herein, the Issuing Entity Trust 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") 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 such certificate representing a fractional undivided ownership interest in the Issuing Entity. The Class A Notes Trust, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Class A Note Certificate Underwriting Agreement," and, together with this Agreement, the "Underwriting Agreements") among the Depositor Bank and the underwriters named in Schedule I theretotherein (the "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 ascribed assigned to them such terms in the Sale and Servicing Agreement to be dated as of September 1__________ __, 2007 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among between the Issuing Entity, the Depositor Trust and the Servicer orBank, if not defined therein, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Notes from the Bank by the several underwriters named in the Indenture or the Trust Agreement to be dated as of September 27, 2007 Schedule I hereto (as amended and supplemented from time to time, the "Trust AgreementUnderwriters"), 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, for whom [______________] is acting as owner trustee under the Trust Agreement representative (the "Owner TrusteeRepresentative").

Introductory. Caterpillar Financial Funding Corporation, a Nevada corporation (the "Depositor"), proposes to cause Caterpillar Financial Asset Trust 2007-A (the "Issuing Entity") to issue $19,798,000 150,000,000 aggregate principal amount of Class B 6.18A-1 5.67225% Asset Backed Notes (the "Class B 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 B A Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated the several underwriters named in Schedule I hereto (the "UnderwriterUnderwriters"), 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 National Association, a national banking association (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Class B A Notes as contemplated herein, the Issuing Entity will issue $150,000,000 19,798,000 aggregate principal amount of Class A-1 5.67225B 6.18% Asset Backed Notes (the "Class A-1 B 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 A 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 Certificate representing a fractional undivided interest in the Issuing Entity. The Class A B Notes will be sold pursuant to an underwriting agreement (the "Class A B Note Underwriting Agreement," together with this Agreement, the "Underwriting Agreements") among the Depositor Depositor, CFSC and the underwriters named in Schedule I theretoM▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated, as underwriter. 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, 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").

Introductory. Caterpillar Financial Funding Corporation, a Nevada corporation (the "Depositor"), proposes to cause Caterpillar Financial Asset Trust 20072008-A (the "Issuing Entity") to issue $19,798,000 182,000,000 aggregate principal amount of Class B 6.18A-1 3.005% Asset Backed Notes (the "Class B 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 Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated the several underwriters named in Schedule I hereto (the "UnderwriterUnderwriters"), 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 April 1, 2007 2008 (as amended and 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 33,387,349 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 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 April 1, 2007 2008 (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 27April 29, 2007 2008 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and The Bank of New York BNYM (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").

Introductory. Caterpillar Financial Funding Corporation, a Nevada corporation (the "Depositor"), proposes to cause Caterpillar Financial Asset Trust 20072006-A (the "Issuing Entity") to issue $19,798,000 246,100,000 aggregate principal amount of Class B 6.18A-1 5.45498% Asset Backed Notes (the "Class B 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 B A Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated the several underwriters named in Schedule I hereto (the "UnderwriterUnderwriters"), 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 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 September June 1, 2007 2006 (as amended and 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 A Notes as contemplated herein, the Issuing Entity will issue $150,000,000 26,560,000 aggregate principal amount of Class A-1 5.67225B 5.71% 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 B 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 $4,835,819 aggregate principal amount of Asset Backed Certificates (the "Certificates") ), each such certificate Certificate representing a fractional undivided interest in the Issuing Entity. The Class A B Notes will be sold pursuant to an underwriting agreement (the "Class A B Note Underwriting Agreement," together with this Agreement, the "Underwriting Agreements") among the Depositor Depositor, CFSC and the underwriters named in Schedule I theretoM▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated, as underwriter. 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 June 1, 2007 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 September 27June 28, 2007 2006 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and The Chase Bank of New York (Delaware)USA, National Association, a Delaware national banking corporation, and an affiliate of The Bank of New York, a New York banking corporationassociation, as owner trustee under the Trust Agreement (the "Owner Trustee").

Introductory. Caterpillar Financial Funding Corporation, a Nevada corporation (the "Depositor"), proposes to cause Caterpillar Financial Asset Trust 20072006-A (the "Issuing Entity") to issue $19,798,000 26,560,000 aggregate principal amount of Class B 6.185.71% Asset Backed Notes (the "Class B Notes") and to sell the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriter"). 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 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 September June 1, 2007 2006 (as amended and 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 $150,000,000 246,100,000 aggregate principal amount of Class A-1 5.672255.45498% Asset Backed Notes (the "Class A-1 Notes"), $75,000,000 250,000,000 aggregate principal amount of Class A-2a 5.40A-2 5.59% Asset Backed Notes (the "Class A-2a A-2 Notes"), $126,000,000 302,000,000 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 5.34A-3 5.57% Asset Backed Notes (the "Class A-3a A-3 Notes") and $155,000,000 136,460,000 aggregate principal amount of Class A-3b Floating Rate A-4 5.62% Asset Backed Notes (the "Class A-3b Notes," and together with the Class A-3a Notes, the “Class A-3 A-4 Notes," together with the Class A-1 Notes, the Class A-2 Notes and the Class A-2 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 September June 1, 2007 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 September 27June 28, 2007 2006 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and The Chase Bank of New York (Delaware)USA, National Association, a Delaware national banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, association as owner trustee under the Trust Agreement (the "Owner Trustee").

Introductory. Caterpillar Financial Funding CorporationDaimler Trust Leasing LLC, a Nevada corporation Delaware limited liability company (the "Depositor"), proposes to cause Caterpillar Financial Asset Mercedes-Benz Auto Lease Trust 20072019-A B (the "Issuing Entity") to issue $19,798,000 aggregate 200,000,000 principal amount of Class B 6.18A-1 0.00% Asset Backed Notes (the "Class B A-1 Notes"), $530,000,000 principal amount of Class A-2 2.01% Asset Backed Notes (the "Class A‑2 Notes"), $440,000,000 principal amount of Class A-3 2.00% Asset Backed Notes (the "Class A-3 Notes") and $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") and to sell a portion of the Class B A-2 Notes, the Class A-3 Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated and the Class A-4 Notes in the respective amounts listed on Schedule I hereto (the "UnderwriterUnderwritten Notes") to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"). 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 fixednew Mercedes-rate retail installment sale contracts Benz passenger car and finance sport utility vehicle 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 thereofrelated leased vehicles. The Receivables will be transferred to Simultaneously with the Issuing Entity by issuance and sale of the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services CorporationUnderwritten Notes as contemplated herein, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued pursuant to the Indenture to be dated as of September 1, 2007 an Amended and Restated Trust Agreement (as amended and supplemented from time to time, the "IndentureTrust Agreement"), dated November 1, 2019, between the Issuing Entity Depositor and U.S. Bank Wilmington Trust, National Association, a national banking association as owner trustee (in such capacity, the "Indenture Owner 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 asset backed certificates (the "Certificates") ), each such certificate Certificate representing a fractional undivided beneficial interest in the Issuing Entity, to the Depositor. The Class A Notes will be sold pursuant to an underwriting agreement Daimler Trust, the titling trust (the "Class A Note Underwriting Agreement," together with this AgreementTitling Trust") is governed by the Second Amended and Restated Trust Agreement (as amended and supplemented from time to time, the "Underwriting AgreementsTitling 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 underwriters named in Schedule I theretoIssuing 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 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 Exchange Note Supplement or, if not defined therein, in Appendix A to the Indenture or the Trust Agreement to be dated as of September 27, 2007 (as amended and supplemented from time to time, the "Trust Basic Collateral Agency 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").

Introductory. Caterpillar Financial Conn’s Receivables Funding Corporation2017-B, a Nevada corporation LLC (the "Depositor"), “Issuer”) proposes to cause Caterpillar Financial Asset Trust 2007-A (the "Issuing Entity") to issue sell $19,798,000 361,400,000 aggregate principal amount of Class B 6.18% Asset Backed Notes Fixed Rate Notes, Class A, Series 2017-B (the "“Class A Notes”), $132,180,000 aggregate principal amount of Asset Backed Fixed Rate Notes, Class B, Series 2017-B (the “Class B Notes") ”), and to sell $78,640,000 aggregate principal amount of Asset Backed Fixed Rate Notes, Class C, Series 2017-B (the “Class C Notes” and, together with the Class A Notes and the Class B Notes Notes, the “Purchased Notes”) to M▇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 a Base Indenture, to be dated as of December 20, 2017 (the “Base Indenture”), as supplemented by a Supplemental Indenture, to be dated as of December 20, 2017 (the Base Indenture, as supplemented by such Supplemental Indenture, the “Indenture”), each between the Issuer and ▇▇▇▇▇ LynchFargo Bank, PierceNational Association, F▇▇▇▇▇ & S▇▇▇▇ Incorporated 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 "Underwriter"“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 Issuing Entity Receivables Trust will include, among other things, a pool consist primarily of fixed-rate certain retail installment sale sales contracts and finance leases (the "“Receivables"”) secured by new and used machinery manufactured primarily by Caterpillar made to finance customer purchases of Merchandise from Conn Appliances, Inc. ("Caterpillar"“Conn Appliances”), including rights which were previously conveyed to receive Conn Credit I, LP (the “Seller”) and certain payments with respect related rights. The Receivables Trust Certificate will be sold to such Receivablesthe Issuer pursuant to the terms of a Purchase and Sale Agreement, to be dated as of December 20, 2017 (the “Purchase and security interests in Sale Agreement”), between the machinery financed Depositor and the Issuer. The Class R Notes will be retained by the Receivables (Depositor on the "Financed Equipment"), and the proceeds thereofClosing Date. The Receivables will be transferred sold (i) by the Seller to the Issuing Entity Depositor pursuant to a First Receivables Purchase Agreement, to be dated as of December 20, 2017 (the “First Receivables Purchase Agreement”), between the Seller and the Depositor, and (ii) by the DepositorDepositor to the Receivables Trust pursuant to a Second Receivables Purchase Agreement, to be dated as of December 20, 2017 (the “Second Receivables Purchase Agreement”), between the Depositor and the Receivables Trust. The Receivables will be serviced for the Issuing Entity Receivables Trust by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued Conn Appliances pursuant to the Indenture terms of a Servicing Agreement, to be dated as of September 1December 20, 2007 2017 (as amended and supplemented from time to timethe “Servicing Agreement”), among the Issuer, the "Indenture"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”), between among the Issuing Entity Receivables Trust, the Servicer, the Issuer, the Trustee and U.S. Bank National AssociationSST, a national banking association as back-up servicer (in such capacity, the "Indenture Trustee"“Back-Up Servicer”). Simultaneously In connection 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 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 Seller will also enter into a Fifth Amended and Restated Intercreditor Agreement, to be dated as of December 20, 2017 (the “Class A-2 NotesIntercreditor Agreement”), $134,050,000 aggregate principal amount with Bank of Class A-3a 5.34% Asset Backed Notes (America, N.A., as collateral agent, providing for the "Class A-3a Notes") release of certain of the Receivables from the lien of an existing financing arrangement 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 theretorelated matters. Capitalized terms used and but not otherwise defined herein shall have the meanings ascribed to them 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 September 1, 2007 (as amended and supplemented from time to timethe Closing Date, the "Time of Sale and Servicing Agreement")Information, among 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 Issuing Entity, the Depositor and the Servicer or, if not defined statements therein, in the Indenture light of the circumstances under which they were made, not misleading, and the Initial Purchasers terminate their existing Contracts of Sale and enter into new Contracts of Sale with investors in the Purchased Notes, then the “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 Initial Purchasers that corrects such material misstatements or omissions, and “Time of Sale” will refer to the Trust Agreement time and date on which such new Contracts of Sale were entered into. The Depositor will prepare and deliver to be the Initial Purchasers, on or promptly after the date hereof, a final offering memorandum, dated as the date hereof, including pricing-dependent information, for the offering of September 27the Purchased Notes, 2007 in form and substance reasonably acceptable to the Initial Purchasers (as amended and supplemented from time to timethe “Offering Memorandum”). Each of the Issuer, the "Trust Agreement")Depositor, between Conn Appliances and Conn’s, Inc. hereby confirms that it has authorized the Depositor 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 Bank of New York (Delaware)Initial Purchasers, a Delaware banking corporationthe Issuer, the Depositor, Conn Appliances and an affiliate of The Bank of New YorkConn’s, a New York banking corporation, as owner trustee Inc. understand that the Purchased Notes have not been and will not be registered under the Trust Agreement (Securities Act in reliance on certain exemptions from the "Owner Trustee")registration requirements thereof. Each class of the Purchased Notes will be represented by one or more global notes in fully registered form without coupons.

Introductory. Caterpillar Financial Funding CorporationOn the date hereof, the shareholders listed on Schedule I hereto (the “Selling Shareholders”) propose, severally, to sell to Citigroup Global Markets Inc. (the “Underwriter”) 4,000,000 ordinary shares, par value € 0.01 per share (the “Ordinary Shares”), of AerCap Holdings N.V., a Nevada corporation public limited liability company (naamloze vennootschap) organized under the laws of The Netherlands (the "Depositor"“Company”) (said shares to be sold by the Selling Shareholders being hereinafter called the “Securities”). On September 2, 2014, Waha AC Coöperatief U.A. (“Waha AC”) entered into funded collar confirmations (the transactions governed thereby, the “Funded Collar Transactions”) with each of Deutsche Bank AG, London Branch (“DB”), proposes to cause Caterpillar Financial Asset Trust 2007-A Nomura International plc (the "Issuing Entity") to issue $19,798,000 aggregate principal amount of Class B 6.18% Asset Backed Notes (the "Class B Notes"“Nomura”) and to sell Citibank N.A., London Branch (“Citi”, and together with DB and Nomura, the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriter"). 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"“Funded Collar Counterparties”) secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivablesa number of Ordinary Shares. On August 15, and security interests in the machinery financed 2019, Waha AC transferred by the Receivables novation to its affiliate, Avia Holding Limited (the "Financed Equipment"“Avia”), and each of the proceeds thereofFunded Collar Transactions. The Receivables will be transferred All of the Ordinary Shares beneficially owned by Avia are currently pledged to the Issuing Entity by Funded Collar Counterparties in support of Avia’s obligations under the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation Funded Collar Transactions (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 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 Notessuch Ordinary Shares, the “Class A-2 NotesPledged Shares”). On the date hereof, (x) Avia and each Funded Collar Counterparty entered into unwind agreements (collectively, the “Unwind Agreements”) terminating each Funded Collar Transaction and (y) Avia, Waha, the Company, the Funded Collar Counterparties and the Underwriter entered into that certain settlement agreement (the “Settlement Agreement”), $134,050,000 aggregate principal amount providing, inter alia, for (i) the delivery of Class A-3a 5.34% Asset Backed Notes the Pledged Shares by the Funded Collar Counterparties to the Underwriter, (ii) the "Class A-3a Notes"release by the Funded Collar Counterparties of any security interest or lien over the Pledged Shares at the time of such delivery and (iii) and $155,000,000 aggregate principal amount the delivery by the Underwriter to the Funded Collar Counterparties of Class A-3b Floating Rate Asset Backed Notes (a portion of the "Class A-3b Notes," and together with net proceeds received by the Class A-3a Notes, Selling Shareholders from 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 sale 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, 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")Securities.

Introductory. Caterpillar Financial Funding CorporationChase Manhattan Bank USA, a Nevada corporation National Association (the "DepositorChase USA"), proposes a national banking association, and The Chase Manhattan Bank ("Chase"), a New York banking corporation (each, a "Bank", and together the "Banks"), propose to cause Caterpillar Financial Asset form Chase Manhattan RV Owner Trust 20071997-A (the "Issuing EntityTrust") to issue sell $19,798,000 44,895,285.54 aggregate principal amount of Class B 6.18____% Asset Backed Notes Certificates (the "Class B Notes") and to sell the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "UnderwriterCertificates"), each representing a fractional undivided interest in the Trust. The assets of the Issuing Entity Trust will include, among other things, a pool of fixed-rate retail installment sale sales contracts and finance leases purchase money notes and other notes (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 recreational vehicles (the "Financed EquipmentVehicles") and certain monies received or due thereunder on and after the Cutoff Date (as hereinafter defined), and the proceeds thereof. The such Receivables will to be transferred to the Issuing Entity Trust and serviced by The CIT Group/Sales Financing, Inc. ("CITSF," and in its capacity as Servicer, the Depositor"Servicer"), or by a successor Servicer. The Pool Balance of the Receivables will be serviced for as of the Issuing Entity by Caterpillar Financial Services Corporationclose of business on September 1, a Delaware corporation 1997 (the "Servicer" or Cutoff Date"CFSC) was equal to $897,395,285.54 (the "Cutoff Date Pool Balance"). The Notes Certificates will be issued pursuant to the Trust Agreement to be dated as of September 1, 1997 (as amended and supplemented from time to time, the "Trust Agreement"), among the Banks and Wilmington Trust Company, as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $59,500,000 aggregate principal amount of Class A-1 ____% Asset Backed Notes (the "Class A-1 Notes"), $119,000,000 aggregate principal amount of Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $113,000,000 aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes"), $73,000,000 aggregate principal amount of Class A-4 ___% Asset Backed Notes (the "Class A-4 Notes"), $132,000,000 aggregate principal amount of Class A-5 _____% Asset Backed Notes (the "Class A-5 Notes"), $88,000,000 aggregate principal amount of Class A-6 _____% Asset Backed Notes (the "Class A-6 Notes"), $57,000,000 aggregate principal amount of Class A-7 _____% Asset Backed Notes (the "Class A-7 Notes"), $85,000,000 aggregate principal amount of Class A-8 _____% Asset Backed Notes (the "Class A-8 Notes"), $61,000,000 aggregate principal amount of Class A-9 _____% Asset Backed Notes (the "Class A-9 Notes") and $65,000,000 aggregate principal amount of Class A-10 _____% Asset Backed Notes (the "Class A-10 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class A-5 Notes, the Class A-6 Notes, the Class A-7 Notes, the Class A-8 Notes, Class A-9 Notes and the Class A-10 Notes, the "Notes"), pursuant to the Indenture to be dated as of September 1, 2007 1997 (as amended and supplemented from time to time, the "Indenture"), between among the Issuing Entity Banks and U.S. Norwest Bank Minnesota, National Association, a national banking association as indenture trustee (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 which will be sold pursuant to an underwriting agreement dated the date hereof (the "Class A Note Underwriting Agreement," "; together with this Agreement, the "Underwriting Agreements") among the Depositor Banks and the underwriters named in Schedule I theretotherein (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 ascribed assigned to them such terms in the Sale and Servicing Agreement to be dated as of September 1, 2007 1997 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing EntityTrust, the Depositor Banks, as Sellers, and the Servicer or, if not defined therein, in Servicer. This is to confirm the Indenture or agreement concerning the Trust Agreement to be dated as purchase of September 27, 2007 (as amended and supplemented the Certificates 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 Banks by Chase Securities Inc. (the "Owner TrusteeUnderwriter").

Introductory. Caterpillar Financial Funding CorporationFifth Third Holdings Funding, a Nevada corporation LLC (the "“Depositor"), ”) proposes to cause Caterpillar Financial Asset Trust 2007-A (the "Issuing Entity") to issue transfer $19,798,000 [ ] aggregate principal amount of Class B 6.18[ ]% Auto Loan Asset Backed Class A-1 Notes (the "“Class A-1 Notes”), $[ ] aggregate principal amount of [ ]% Auto Loan Asset Backed Class A-2 Notes (the “Class A-2 Notes”), $[ ] aggregate principal amount of [ ]% Auto Loan Asset Backed Class A-3 Notes (the “Class A-3 Notes”) $[ ] aggregate principal amount of [LIBOR] + [ ]% Auto Loan Asset Backed Class A-4 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”) and $[ ] aggregate principal amount of [ ]% Auto Loan Asset Backed Class B Notes (the “Class B Notes") ”, and to sell together with the Class B Notes A Notes, the “Notes”) to M▇▇▇▇▇▇ Lynchthe several underwriters set forth on Schedule I (each, Piercean “Underwriter” and collectively, F▇▇▇▇▇ & S▇▇▇▇ Incorporated the “Underwriters”), for whom you are acting as representative (the "Underwriter"). 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"“Representative”). The Notes will be issued pursuant to the Indenture to be an Indenture, dated as of September 1, 2007 [ ] (as amended and amended, supplemented or modified from time to time, the "“Indenture"”), between the Issuing Entity and U.S. Bank National Association, a national banking association Fifth Third Auto Trust 20[ ]-[ ] (the "Indenture Trustee"). Simultaneously with the issuance “Issuer”) 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 indenture trustee (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 Notesin such capacity, the “Class A-2 NotesIndenture Trustee”). The assets of the Issuer include, among other things, motor vehicle retail installment sale contracts or installment loans secured by a combination of new or used automobiles, light-duty trucks and vans and other motor vehicles (the “Receivables”) and certain related rights. The Receivables will be sold to the Issuer by the Depositor and will be serviced for the Issuer by Fifth Third Bank, an Ohio banking corporation (the “Bank”), $134,050,000 aggregate principal amount of Class A-3a 5.34% Asset Backed Notes as servicer (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 Notesin such capacity, 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 theretoServicer”). Capitalized terms used and but not otherwise defined herein shall have the meanings ascribed set forth in Appendix A to them in the Sale and Servicing Agreement to be Agreement, dated as of September 1, 2007 [ ] (as amended and amended, supplemented or modified from time to time, the "“Sale and Servicing Agreement"”), among Fifth Third Holdings Funding, LLC (the Issuing Entity“Seller”) and the Issuer. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Underwriters, the Depositor, and the Bank hereby agree that the “Closing Date” shall be [ ], 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 Depositor). The Depositor has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a shelf registration statement on Form S-3 (having the registration number [ ]), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the Closing Date or, the Depositor has prepared and filed (before the Servicer orexpiration of such three year period) with the Commission in accordance with the provisions of the Securities Act, if not defined thereina new shelf registration statement on Form S-3 and such new registration statement includes unsold securities covered by the earlier registration statement, in the Indenture or the Trust Agreement which such unsold securities may continue to be dated 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 September 27Rule 415 of the Securities Act. If any post-effective amendment has been filed with respect thereto, 2007 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.” Prior to [ ] [a.m.] [p.m.] (Eastern Time) (U.S.) on [ ] (i.e., the date and time the first Contract of Sale (as amended and supplemented from time to time, defined below) for the "Trust Agreement"), between Notes (the Depositor and The Bank “Time of New York (DelawareSale”) was entered into as designated by the Representative), a Delaware banking corporationpreliminary prospectus supplement, dated [ ], 20[ ], and an affiliate accompanied by the base prospectus, dated [ ], 20[ ], relating to the Notes (the “Base Prospectus”), was filed with the Commission in connection with the offering and sale of The Bank of New York, a New York banking corporation, as owner trustee the Notes pursuant to and in accordance with Rule 424(b) under the Trust Agreement Act (“Rule 424(b)”) within the time period required thereby (together, including all material incorporated by reference therein, the “Preliminary Prospectus”). A free writing prospectus, dated [ ], 20[ ], relating to the ratings on the Notes (the "Owner Trustee"“Ratings Free Writing Prospectus”) was filed with the Commission in accordance with Section 7 (to the extent required by Rule 433 under the Act).. A final prospectus supplement, dated [ ], 20[ ], relating to the Notes (the “Prospectus Supplement”), and accompanied by the Base Prospectus, was filed with the Commission in connection with the offering and sale of the Notes pursuant to and in accordance with Rule 424(b) within the time period required thereby (together, including all material incorporated by reference therein, the “Prospectus”). Pursuant to this Agreement, and subject to the terms hereof, the Depositor agrees to sell to the Underwriters, the respective principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule I.

Introductory. Caterpillar Financial Funding CorporationWorld Omni Auto Receivables LLC, a Nevada corporation Delaware limited liability company (the "DepositorSeller") and World Omni Financial Corp., a Florida corporation ("World Omni"), proposes hereby confirm their respective agreements with you and each of the other underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representative (the "Representative"), with respect to cause Caterpillar Financial the sale by the Seller to the Underwriters of $158,884,000 aggregate principal amount of 6.693620% Asset Backed Notes, Class A-1 (the "Class A-1 Notes"), $321,019,000 aggregate principal amount of 7.05% Asset Backed Notes, Class A-2 (the "Class A-2 Notes"), $168,637,000 aggregate principal amount of 7.13% Asset Backed Notes, Class A-3 (the "Class A-3 Notes") and $117,436,000 aggregate principal amount of 7.20% Asset Backed Notes, Class A-4 (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") of the World Omni Auto Receivables Trust 20072000-A (the "Issuing EntityTrust") under the terms and conditions herein contained. The Notes will be issued pursuant to issue $19,798,000 aggregate principal amount an indenture, dated as of Class B 6.18% Asset Backed Notes June 1, 2000 (the "Class B NotesIndenture"), between the Trust and The Chase Manhattan Bank, as indenture trustee (in such capacity, the "Indenture Trustee"). The Seller will retain the asset backed certificates (the "Certificates") issued pursuant to a trust agreement, dated as of June 1, 2000 (the "Trust Agreement"), among the Seller, The Bank of New York (Delaware), as Delaware trustee (in such capacity, the "Delaware Trustee") and The Bank of New York, as owner trustee (in such capacity, the "Owner Trustee"). The Certificates will be subordinated to sell the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriter")extent described in the Basic Documents. The assets of the Issuing Entity Trust will include, among other things, a pool of fixed-rate motor vehicle 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, automobiles and security interests in the machinery light trucks financed by the Receivables thereby (the "Financed EquipmentVehicles"), 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 Corporationcertain monies received thereunder after May 31, a Delaware corporation 2000 (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 "IndentureCutoff Date"), between monies on deposit in the Issuing Entity Reserve Account 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 in certain other accounts and the Class A-2 Notes, other property and the "Class A Notes," and together with proceeds thereof to be conveyed to 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 Trust 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 June 1, 2007 2000 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), ) among the Issuing EntityTrust, the Depositor Seller and World Omni (the "Servicer"). Pursuant to the Sale and Servicing Agreement, the Seller will sell the Receivables to the Trust and the Servicer orwill service the Receivables on behalf of the Trust. In addition, if 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 therein, shall have the meanings ascribed thereto in the Indenture Sale and Servicing Agreement. The Receivables were originated or acquired by World Omni. World Omni will sell the Trust Agreement Receivables to be dated as the Seller pursuant to the terms of September 27, 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 Receivables Purchase Agreement (the "Owner TrusteeReceivables Purchase Agreement")) dated as of June 1, 2000 between the Seller and World Omni.

Introductory. Caterpillar Financial Funding Toyota Auto Finance Receivables LLC, a Delaware limited liability company (the “Seller”) and a wholly owned subsidiary of Toyota Motor Credit Corporation, a Nevada California corporation (the "Depositor"“TMCC”), proposes to cause Caterpillar Financial Asset Toyota Auto Receivables 2016-B Owner Trust 2007-A (the "Issuing Entity"“Trust”) to issue $19,798,000 446,000,000 aggregate principal amount of Class B 6.180.58000% Asset Backed Notes Notes, Class A‑1 (the "“Class B A‑1 Notes") and to sell the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriter"). 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 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 $150,000,000 361,000,000 aggregate principal amount of Class A-1 5.672251.02% Asset Backed Notes Notes, Class A‑2a (the "“Class A-1 A‑2a Notes"”), $75,000,000 129,000,000 aggregate principal amount of Class A-2a 5.40One-Month LIBOR plus 0.25% Asset Backed Notes Notes, Class A‑2b (the "“Class A-2a A‑2b 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”), $134,050,000 490,000,000 aggregate principal amount of Class A-3a 5.341.30% Asset Backed Notes Notes, Class A‑3 (the "“Class A-3a A‑3 Notes") and ”), $155,000,000 134,000,000 aggregate principal amount of Class A-3b Floating Rate 1.52% Asset Backed Notes Notes, Class A‑4 (the "“Class A-3b A‑4 Notes," ”) and $40,000,000 aggregate principal amount of 0.00% Asset Backed Notes, Class B (the “Class B Notes” and together with the Class A-3a A‑1 Notes, the Class A‑2 Notes, the Class A‑3 Notes and the Class A‑4 Notes, the “Class A-3 Notes," together with ”) 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-1 A‑2 Notes, the Class A‑3 Notes and the Class A-2 A‑4 Notes (the “Underwritten Notes”) in the respective amount listed on Schedule I hereto. The Seller or one or more of its affiliates initially will retain the Class A‑1 Notes, the "Class A Notes," and together with the Class B Notes, the "portion of the Class A‑2 Notes", the Class A‑3 Notes and the Class A‑4 Notes that are not Underwritten Notes and the Certificates, which will not be sold hereunder. Citigroup Global Markets Inc., Lloyds Securities Inc., and RBC Capital Markets, LLC 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, minivans, light-duty trucks and sport utility vehicles financed thereunder (the “Financed Vehicles”) and Asset Backed Certificates certain monies due or to become due thereunder after the close of business on March 31, 2016 (the "Certificates"“Cutoff Date”) each such certificate representing a fractional undivided interest in and the Issuing Entity. The Class A Notes will other property and the proceeds thereof to be sold conveyed to the Trust 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 1May 11, 2007 2016 (as amended and supplemented from time to time, the "“Sale and Servicing Agreement"), ”) among the Issuing EntityTrust, the Depositor Seller and TMCC. TMCC purchased the Servicer or, if not defined therein, in the Indenture or 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 September 27May 11, 2007 (as amended 2016 between TMCC and supplemented from time the Seller. Pursuant to timethe Sale and Servicing Agreement, the "Seller will sell the Receivables to the Trust Agreement"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 May 11, 2016 (the “Indenture”), between the Depositor Trust and The Deutsche Bank Trust Company Americas (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 New York (Delaware)May 11, a Delaware banking corporation2016, among the Seller, as depositor, and an affiliate of The Bank of New York▇▇▇▇▇ Fargo Delaware Trust Company, a New York banking corporationNational 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 Trust Basic Documents (as defined below) pursuant to an Administration Agreement (the "Owner Trustee"“Administration Agreement”) dated as of May 11, 2016 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 May 11, 2016 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 TMCC hereby agree that the “Closing Date” shall be May 11, 2016, 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 Underwriting Agreement shall hereinafter be referred to as “this Agreement”. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Sale and Servicing Agreement and, to the extent not defined therein, shall have the meanings ascribed thereto in the Indenture.

Introductory. Caterpillar Financial Funding CorporationWorld Omni Auto Receivables LLC, a Nevada Delaware limited liability company (the “Depositor”), and World Omni Financial Corp., a Florida corporation (the "Depositor"“World Omni”), proposes to cause Caterpillar Financial Asset Trust 2007-A hereby confirm their respective agreements with Barclays Capital Inc. and Deutsche Bank Securities Inc. and each of the other underwriters named in Schedule I hereto (collectively, the “Underwriters”) for whom you are acting as representatives (the "Issuing Entity") “Representatives”), with respect to issue the sale by the Depositor of $19,798,000 186,000,000 aggregate principal amount of Class B 6.182.99840% Asset Backed Notes Notes, Class A-1 (the "“Class A-1 Notes”), $240,000,000 aggregate principal amount of 4.13% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), $134,000,000 aggregate principal amount of 5.13% Asset Backed Notes, Class A-3a (the “Class A-3a Notes”), $65,000,000 aggregate principal amount of Floating Rate Asset Backed Notes, Class A-3b (the “Class A-3b Notes”) and $125,000,000 aggregate principal amount of 5.58% Asset Backed Notes, Class A-4 (the “Class A-4 Notes”) of World Omni Auto Receivables Trust 2008-B (the “Trust”) under the terms and conditions herein contained. The Class A-1 Notes, Class A-2 Notes, Class A-3a Notes, Class A-3b Notes and Class A-4 Notes are collectively referred to herein as the “Offered Notes”. The Offered Notes are to be issued together with $57,851,000 aggregate principal amount of Asset Backed Notes, Class B (the “Class B Notes") and to sell ” and, together with Offered Notes, the “Notes”). The Class B Notes will initially be retained by the Depositor. The Notes will be issued pursuant to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated an indenture (the "Underwriter"“Indenture”), to be dated as of the Closing Date (as defined below), between the Trust and Bank of New York, 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 Basic Documents (as defined below). The assets of the Issuing Entity Trust will include, among other things, a pool of fixed-fixed rate retail installment sale contracts and finance leases (the "“Initial Receivables"”) secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, automobiles and security interests in the machinery light-duty trucks financed by the Receivables thereby (the "“Initial Financed Equipment"Vehicles”), 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 Corporationcertain monies received thereunder after July 24, a Delaware corporation 2008 (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"“Initial Cutoff Date”), between the Issuing Entity and U.S. Bank National Associationand, if there is a national banking association funding period, additional fixed rate retail installment sale contracts (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," “Subsequent Receivables” and together with the Class A-2a NotesInitial Receivables, the “Class A-2 NotesReceivables”), $134,050,000 aggregate principal amount of Class A-3a 5.34% Asset Backed Notes ) secured by new and used automobiles and light-duty trucks financed thereby (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," “Subsequent Financed Vehicles” and together with the Class A-3a NotesInitial Financed Vehicles, the “Class A-3 Notes," together with Financed Vehicles”), and certain monies received thereunder after the Class A-1 Notes related cutoff date (each, a “Subsequent Cutoff Date”), rights under the interest rate swap agreement and monies on deposit in the Reserve Account and in certain other accounts and the Class A-2 Notes, other property and the "Class A Notes," and together with proceeds thereof to be conveyed to 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 Trust 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 the Closing Date (as amended and supplemented from time to time, the "“Sale and Servicing Agreement"), ”) among the Issuing EntityTrust, the Depositor and World Omni, as Servicer (the “Servicer”). Pursuant to the Sale and Servicing Agreement, the Depositor 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. 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, Administration Agreement (the “Administration Agreement”) to be dated as of the Closing Date among World Omni, the Indenture Trustee, the Depositor and the Servicer orTrust and 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, if not which shall be deemed to be 1:45 p.m. on July 23, 2008 (the “Time of Sale”), the Depositor had prepared the following information (together, as a whole, the “Time of Sale Information”): (i) the preliminary prospectus supplement dated July 21, 2008 and the base prospectus dated July 21, 2008 (together, along with any information referred to under the caption “Static Pool Information About Certain Previously Securitized Pools” therein, regardless of whether it is deemed a part of the Registration Statement or Prospectus under Rule 1105(d) of Regulation AB, the “Preliminary Prospectus”), and (ii) each “free writing prospectus” (as defined pursuant to Rule 405 of the Securities Act of 1933, as amended (the “Act”)) listed on Schedule III 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 parties that 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 Indenture or light of the Trust Agreement to be dated as circumstances under which they were made, not misleading, then the investors may terminate their old “contracts of September 27sale” (within the meaning of Rule 159 under the Act). If, 2007 (as amended and supplemented from time to timefollowing any such termination, the "Trust Agreement")Underwriters, between with prior written notice to the Depositor and The Bank World Omni, enter into new contracts of New York 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 Representatives that correct such material misstatements or omissions (Delaware), a Delaware banking corporation, “Corrected Prospectus”) and an affiliate “Time of The Bank of New York, a New York banking corporation, as owner trustee under Sale” will refer to the Trust Agreement (time and date agreed upon by the "Owner Trustee")Depositor and the Representatives.

Introductory. Caterpillar Financial Funding CorporationGE Equipment Midticket LLC, a Nevada corporation Series 2007-1 (the "Company"), CEF Equipment Holding, L.L.C. ("CEFEH" or the "Depositor"), proposes ) and General Electric Capital Corporation ("GECC") propose to cause Caterpillar Financial Asset Trust the sale of the GE Equipment Midticket LLC, Series 2007-A 1 Asset Backed Notes, consisting of the Class A-1 Notes (the "Issuing EntityClass A-1 Notes"), the Class A-2a Notes (the "Class A-2a Notes"), the Class A-2b Notes (the "Class A-2b Notes"), the Class A-3a Notes (the "Class A-3a Notes"), the Class A-3b Notes (the "Class A-3b Notes"), the Class A-4 Notes (the "Class A-4 Notes") to issue $19,798,000 aggregate principal amount of and the Class B 6.18% Asset Backed Notes (the "Class B Notes") " and to sell together with the Class A-1 Notes, the Class A-2a Notes, the Class A-2b notes, the Class A-3a Notes, the Class A-3b Notes, the Class A-4 Notes and the Class B Notes to M▇▇▇▇▇▇ LynchNotes, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "UnderwriterOffered Notes"). The assets of Company will also issue the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases Class C Notes (the "Receivables") secured by new Class C Notes" and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar")together with the Offered Notes, 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 "CFSCNotes"). The Notes will be issued pursuant to the Indenture to be an Indenture, dated as of September 1November 20, 2007 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity Company and U.S. The Bank National Associationof New York, a national banking association as indenture trustee (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Class B The Notes as contemplated herein, the Issuing Entity will issue $150,000,000 be issued in an aggregate initial principal amount of Class A-1 5.67225% Asset Backed $1,137,359,000. The Offered Notes are being purchased by the entities specified in Schedule I hereto (the each an "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 NotesUnderwriter," and together with the Class A-2a Notes"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, construction equipment, furniture and fixtures, technology and telecommunications equipment, printing presses, maritime assets or other equipment and the related security interests in the equipment financed thereby (collectively, the “Class A-2 Notes”)"Loans") and certain rights under the Interest Rate Swap Agreement, $134,050,000 aggregate principal amount of Class A-3a 5.34% Asset Backed Notes to be dated November 20, 2007 (the "Class A-3a NotesInterest Rate Swap Agreement") ), between the Company and $155,000,000 aggregate principal amount General Electric Capital Services, Inc. ("GECS"). Pursuant to a Loan Sale Agreement, dated as of Class A-3b Floating Rate Asset Backed Notes November 20, 2007 (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 Loan 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 EntityDepositor, GECC, VFS Financing, Inc. ("VFS") and GE Capital Information Technology Solutions, Inc. ("GE ITS", and together with VFS, the Depositor "Originators"), GECC and the Servicer orOriginators will sell the Loans to the Depositor. Pursuant to a Loan Purchase and Sale Agreement, if not defined therein, in the Indenture or the Trust Agreement to be dated as of September 27November 20, 2007 (as amended and supplemented from time to time, the "Trust Loan Purchase and Sale Agreement"), between the Depositor and The Bank the Company, the Depositor will sell, transfer and convey to the Company, without recourse, all of New York (Delaware)its right, a Delaware banking corporationtitle and interest in the Loans. Pursuant to the Servicing Agreement, and an affiliate to be dated as of The Bank of New YorkNovember 20, a New York banking corporation, as owner trustee under the Trust Agreement 2007 (the "Owner TrusteeServicing Agreement")) between GECC, as servicer, and the 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 4.90565% per annum, the Class A-2a Notes shall bear interest at 4.58% per annum, the Class A-2b Notes shall bear interest at the then applicable One-Month LIBOR plus 0.20% per annum, the Class A-3a Notes shall bear interest at 4.53% per annum, the Class A-3b Notes shall bear interest at the then applicable One-Month LIBOR plus 0.25% per annum, the Class A-4 Notes shall bear interest at the then applicable One-Month LIBOR plus 0.30% per annum and the Class B Notes shall bear interest at 5.88%.

Introductory. Caterpillar Financial Funding CorporationDaimler Trust Leasing LLC, a Nevada corporation Delaware limited liability company (the "“Depositor"”), proposes to cause Caterpillar Financial Asset Mercedes-Benz Auto Lease Trust 20072013-A B (the "“Issuing Entity"”) to issue $19,798,000 aggregate 272,000,000 principal amount of Class B 6.18A-1 0.26000% Asset Backed Notes (the "“Class B A-1 Notes"”), $400,000,000 principal amount of Class A-2 0.53% Asset Backed Notes (the “Class A-2 Notes”), $535,000,000 principal amount of Class A-3 0.62% Asset Backed Notes (the “Class A-3 Notes”) and $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 Class B Notes in the respective amounts listed on Schedule I hereto to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated the several underwriters named in Schedule I hereto (the "Underwriter"“Underwriters”), for whom you are acting as representatives (the “Representatives”). The Notes will be issued pursuant to an Indenture (as amended and supplemented from time to time, the “Indenture”), dated as of November 1, 2013, 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 2013-B Exchange Note (as defined below) backed by a pool of fixednew Mercedes-rate retail installment sale contracts Benz passenger car, sport utility vehicle and finance crossover automobile 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 thereofrelated leased vehicles. The Receivables will be transferred to Simultaneously with the Issuing Entity by issuance and sale of the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services CorporationNotes as contemplated herein, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued pursuant to the Indenture to be dated as of September 1, 2007 an Amended and Restated Trust Agreement (as amended and supplemented from time to time, the "Indenture"“Trust Agreement”), dated November 1, 2013, between the Issuing Entity Depositor and U.S. Bank Wilmington Trust, National Association, a national banking association as owner trustee (in such capacity, the "Indenture “Owner 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 asset backed certificates (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 NotesCertificates”), $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 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 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 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 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 Class A Notes Lender will be sold sell the 2013-B Exchange Note to the Depositor pursuant to an underwriting agreement a First Tier Sale Agreement (the "Class A Note Underwriting Agreement," together with this Agreementas amended and supplemented from time to time, the "Underwriting Agreements") among “First Tier Sale Agreement”), dated as of November 1, 2013, between the Lender and the Depositor, and the Depositor will sell the 2013-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, 2013, between the Depositor and the underwriters named in Schedule I theretoIssuing 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 ascribed to them in Appendix 1 to 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 Exchange Note Supplement or, if not defined therein, in Appendix A to the Indenture or the Trust Agreement to be dated as of September 27, 2007 (as amended and supplemented from time to time, the "Trust Basic Collateral Agency 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").

Introductory. Caterpillar Financial Funding Toyota Motor Credit Receivables Corporation, a Nevada California corporation (the "DepositorSeller") and a wholly owned subsidiary of Toyota Motor Credit Corporation, a California corporation ("TMCC"), proposes to cause Caterpillar Financial Asset Trust 2007sell to each of the several underwriters named in Schedule I-A hereto (the "Issuing EntityClass A Underwriters") to issue $19,798,000 303,000,000 aggregate principal amount of Class B 6.185.365% Asset Backed Notes, Class A-1 (the "Class A-1 Notes") $284,000,000 aggregate principal amount of 5.80% Asset Backed Notes, Class A-2 (the "Class A-2 Notes"), $334,093,000 aggregate principal amount of 6.15% Asset Backed Notes, Class A-3 (the "Class A-3 Notes" and together with the Class A-1 Notes and Class A-2 Notes, the "Class A Notes") and to each of the several underwriters named in Schedule I-B hereto (the "Class B Underwriters") $26,454,000 aggregate principal amount of 6.30% Asset Backed Notes, Class B (the "Class B Notes") and to sell the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriter"). The assets each of the Issuing Entity will include, among other things, a pool of fixedseveral underwriters named in Schedule I-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 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 C hereto (the "Class A-1 NotesC Underwriters"), $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 NotesA Underwriters and the Class B Underwriters, the “Class A-2 Notes”"Underwriters"), $134,050,000 14,429,000 aggregate principal amount of Class A-3a 5.346.70% Asset Backed Notes Notes, Class C (the "Class A-3a C Notes") and $155,000,000 aggregate principal amount of Class A-3b Floating Rate Asset Backed Notes (the "Class A-3b Notes," and , and, together with the Class A-3a Notes, the “Class A-3 Notes," together with the Class A-1 A Notes and the Class A-2 Notes, the "Class A Notes," and together with the Class B Notes, the "Notes") and Asset Backed Certificates of the Toyota Auto Receivables 1999-A Owner Trust (the "Trust"). The Trust will also issue asset backed certificates (the "Certificates") each such certificate representing a ). The Certificates will represent fractional undivided interest interests in the Issuing EntityTrust. The Class A Notes Certificates will not be sold pursuant to an underwriting agreement (the "Class A Note Underwriting Agreement," together with this Agreementhereunder. ▇▇▇▇▇▇▇, the "Underwriting Agreements") among the Depositor ▇▇▇▇▇ & Co. 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▇▇▇▇▇▇▇ Lynch, 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, 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").▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated will act as

Introductory. Caterpillar Financial Funding CorporationWorld Omni Auto Leasing LLC, a Nevada Delaware limited liability company (the “Depositor”), and World Omni Financial Corp., a Florida corporation (the "Depositor"“World Omni”), proposes to cause Caterpillar Financial Asset Trust 2007-A 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 "Issuing Entity") “Representatives”), that the Depositor will sell to issue the Underwriters $19,798,000 320,740,000 aggregate principal amount of Class B 6.180.40263% Asset Backed Notes Notes, Class A-1 (the "“Class B A-1 Notes") and to sell the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriter"). 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 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 $150,000,000 378,780,000 aggregate principal amount of Class A-1 5.672251.02% 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, Class A-2 (the “Class A-2 Notes”), $134,050,000 268,480,000 aggregate principal amount of Class A-3a 5.341.65% 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, Class A-3 (the “Class A-3 Notes," together with ”), and $72,030,000 aggregate principal amount of 2.09% Asset Backed Notes, Class A-4 (the “Class A-4 Notes”), of World Omni Automobile Lease Securitization Trust 2009-A (the “Trust”) on the Closing Date (as defined below) pursuant to the terms and conditions herein contained. The Class A-1 Notes and the Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes are collectively referred to herein as the "Class A “Offered Notes," and ”. The Offered Notes are to be issued together with $80,250,000 aggregate principal amount of 0.00% Asset Backed Notes, Class B (the “Class B Notes” and, together with Offered Notes, the "“Notes") and Asset Backed Certificates (the "Certificates") each such certificate representing a fractional undivided interest in the Issuing Entity”). The Class A B Notes will initially be retained by the Depositor. The Notes will be sold issued pursuant to an underwriting agreement 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 "Class A “Certificates”) issued pursuant to a 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 Basic Documents (as defined below). The Notes will be secured by the assets of the Trust which will include, among other things, the Exchange Note Underwriting Agreement," together with this (as defined below). On the Closing Date, World Omni LT (“WOLT”) shall, pursuant to (i) that certain Third Amended and Restated Collateral Agency Agreement, dated as of July 16, 2008, as amended, by and among WOLT, Auto Lease Finance LLC (“ALF”), AL Holding Corp. (the "Underwriting Agreements"“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, restated, modified or supplemented from time to time, the “Collateral Agency Agreement”) and (ii) a 2009-A Exchange Note Supplement to Collateral Agency Agreement, to be dated as of the Closing Date, by and among ▇▇▇▇, ▇▇▇, the Closed-End Collateral Agent and the Closed-End Administrative Agent (as amended, restated, modified or supplemented from time to time, the “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 November 1, 2009 (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 underwriters named in Schedule I theretoTrust (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 2009-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, modified or supplemented from time to time, the “Exchange Note Servicing Supplement”), which supplements that certain Fourth Amended and Restated Servicing Agreement, dated as of July 16, 2008, among World Omni, as closed-end servicer, WOLT, as titling trust, and the Closed-End Collateral Agent (as amended, restated, modified or supplemented from time to time, including as supplemented by the Exchange Note Servicing Supplement, the “Servicing Agreement”). Capitalized terms used and herein that are not otherwise defined herein shall have the meanings ascribed thereto in (i) Appendix A to them in the Sale and Servicing Agreement to be dated as of September 1, 2007 Indenture or (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer or, ii) if not defined therein, in Appendix A to the Indenture or 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 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 Administration Agreement, to be dated as of September 27the Closing Date, 2007 (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 "Trust Agreement")Closing Date, between the Depositor Trust 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 Depository Trust Agreement (the "Owner Trustee")Company.

Introductory. Caterpillar Onyx Acceptance Financial Funding Corporation, a Nevada Delaware corporation (the "Depositor"“Seller”) and Onyx Acceptance Corporation, a Delaware corporation, (“Onyx”), proposes to cause Caterpillar Financial Asset Trust 2007-A (the "Issuing Entity") to issue $19,798,000 aggregate principal amount confirm their agreement with Credit Suisse First Boston LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Banc of Class B 6.18% Asset Backed Notes (the "Class B Notes") and to sell the Class B Notes to MAmerica Securities LLC, ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Corp., ▇▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇▇ & S▇▇▇▇▇ Incorporated and Wachovia Capital Markets, LLC (collectively, the "Underwriter"). “Underwriters”) as follows: 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 Seller proposes 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 sell 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 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 Underwriters $150,000,000 aggregate 204,000,000 principal amount of its 3.61522% Class A-1 5.67225% Asset Backed Notes (the "“Class A-1 Notes"”), $75,000,000 aggregate 236,000,000 principal amount of its 4.03% Class A-2a 5.40% Asset Backed A-2 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 331,000,000 principal amount of its 4.18% Class A-3a 5.34% Asset Backed A-3 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 $129,000,000 principal amount of its 4.34% Class A-4 Notes (the “Class A-4 Notes”) and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-2 A-3 Notes, the "Class A Notes," and together with the Class B Notes, the "Notes") and Asset Backed Certificates (the "Certificates"“Notes”), to be issued by Onyx Acceptance Owner Trust 2005-B, a Delaware statutory trust (the “Issuer”) each such certificate representing a fractional undivided interest in under the Issuing EntityIndenture (the “Indenture”), dated as of the Closing Date, between the Issuer and JPMorgan Chase Bank, N.A., as indenture trustee (the “Indenture Trustee”). The Class A Notes will be sold collateralized by the Trust Property (as defined below). The assets of the Issuer (the “Trust Property”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation: (a) (i) the Funded Contracts listed in the Schedule of Contracts attached as Schedules I-A and I-B to the Sale and Servicing Agreement between the Issuer, the Seller, Onyx, as Servicer and JPMorgan Chase Bank, N.A., as Indenture Trustee and Trust Agent (the “Sale and Servicing Agreement”), (ii) all monies received under the Funded Contracts on or after the (i) all Prefunded Contracts listed on the Schedule of Contracts; (ii) all monies received under the Prefunded Contracts on or after the related Prefunding Cut-Off Date; (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Prefunded Contract relates received on or after the related Prefunding Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Prefunded Contracts; (v) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Prefunded Contracts listed on the Schedule of Contracts under certain circumstances; (vi) any and all security interests of the Seller in the related Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering such Financed Vehicles or the individual Obligors under each related Prefunded Contract; and (vii) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The Contracts and related property will be conveyed to the Seller by Onyx pursuant to an underwriting agreement the Purchase Agreement, dated as of July 21, 2005 between Onyx Acceptance Corporation, as seller, and the Seller, as purchaser (the "Class A Note Underwriting “Purchase Agreement," together with this ”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. On the Closing Date, the "Underwriting Agreements"Insurer will issue a financial guarantee insurance policy (the “Policy”) among guaranteeing certain payments due in respect of the Depositor Notes. The terms of the Notes are set forth in the Registration Statement (as defined below) and the underwriters named in Schedule I theretorelated Prospectus (as defined below) dated February 14, 2005, as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used and herein but not otherwise defined herein shall have the meanings ascribed to them given such terms 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, 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").

Introductory. Caterpillar Financial Funding CorporationDaimler Trust Leasing LLC, a Nevada corporation Delaware limited liability company (the "“Depositor"”), proposes to cause Caterpillar Financial Asset Mercedes-Benz Auto Lease Trust 20072013-A (the "“Issuing Entity"”) to issue $19,798,000 aggregate 478,850,000 principal amount of Class B 6.18A-1 0.27000% Asset Backed Notes (the "“Class B A-1 Notes"”), $796,000,000 principal amount of Class A-2 0.49% Asset Backed Notes (the “Class A-2 Notes”), $590,000,000 principal amount of Class A-3 0.59% Asset Backed Notes (the “Class A-3 Notes”) and $154,350,000 principal amount of Class A-4 0.72% 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 Class B Notes in the respective amounts listed on Schedule I hereto to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated the several underwriters named in Schedule I hereto (the "Underwriter"“Underwriters”), for whom you are acting as representatives (the “Representatives”). The Notes will be issued pursuant to an Indenture (as amended and supplemented from time to time, the “Indenture”), dated as of April 1, 2013, 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 2013-A Exchange Note (as defined below) backed by a pool of fixednew Mercedes-rate retail installment sale contracts Benz passenger car, sport utility vehicle and finance crossover and smart automobile 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 thereofrelated leased vehicles. The Receivables will be transferred to Simultaneously with the Issuing Entity by issuance and sale of the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services CorporationNotes as contemplated herein, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued pursuant to the Indenture to be dated as of September 1, 2007 an Amended and Restated Trust Agreement (as amended and supplemented from time to time, the "Indenture"“Trust Agreement”), dated April 1, 2013, between the Issuing Entity Depositor and U.S. Bank Wilmington Trust, National Association, a national banking association as owner trustee (in such capacity, the "Indenture “Owner 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 asset backed certificates (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 NotesCertificates”), $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 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 April 24, 2013 (the “2013-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 2013-A Exchange Note Supplement (as amended and supplemented from time to time, the “Exchange Note Supplement”), dated as of April 1, 2013, among the Borrower, the Administrative Agent, the Collateral Agent, MBFS USA, as Lender and as Servicer and the Indenture Trustee, issue a 2013-A Exchange Note (the “2013-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 2013-A Exchange Note shall be paid from collections on the Titling Trust Assets allocated to the 2013-A Reference Pool as of the close of business on February 28, 2013 (the “2013-A Cutoff Date”). The Class Lender will sell the 2013-A Notes will be sold Exchange Note to the Depositor pursuant to an underwriting agreement a First Tier Sale Agreement (the "Class A Note Underwriting Agreement," together with this Agreementas amended and supplemented from time to time, the "Underwriting Agreements") among “First Tier Sale Agreement”), dated as of April 1, 2013, between the Lender and the Depositor, and the Depositor will sell the 2013-A 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 April 1, 2013, between the Depositor and the underwriters named in Schedule I theretoIssuing Entity. MBFS USA will continue to service the Titling Trust Assets allocated to the 2013-A Reference Pool pursuant to a 2013-A Servicing Supplement (as amended and supplemented from time to time, the “2013-A Servicing Supplement”), dated as of April 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 ascribed to them in Appendix 1 to 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 Exchange Note Supplement or, if not defined therein, in Appendix A to the Indenture or the Trust Agreement to be dated as of September 27, 2007 (as amended and supplemented from time to time, the "Trust Basic Collateral Agency 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").

Introductory. Caterpillar Financial Funding CorporationGE Equipment Transportation LLC, a Nevada corporation Series 2011-1 (the "Depositor"“Company”), proposes CEF Equipment Holding, L.L.C. (“CEFEH” or the “Depositor”) and General Electric Capital Corporation (“GECC”), as sponsor, propose to cause Caterpillar Financial Asset Trust 2007the sale of the GE Equipment Transportation LLC, Series 2011-A (the "Issuing Entity") to issue $19,798,000 aggregate principal amount of Class B 6.18% 1 Asset Backed Notes, consisting of the Class A-1, Class A-2, Class A-3 and Class A-4 Notes (collectively, the "“Class B A Notes") and to sell ” or the “Offered Notes”). The Company will also issue the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriter"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts “Class B Notes”) and finance leases Class C Notes (the "Receivables") secured by new “Class C Notes” and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments together with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), Class B Notes and the proceeds thereof. The Receivables will be transferred to Offered Notes, 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"“Notes”). The Notes will be issued pursuant to the Indenture to be an Indenture, dated as of September 1June 29, 2007 2011 (as amended and supplemented from time to time, the "“Indenture"”), between the Issuing Entity Company and U.S. Bank National AssociationCitibank, a national banking association N.A. as indenture trustee (the "“Indenture Trustee"”). Simultaneously with the issuance and sale of the Class B The Notes as contemplated herein, the Issuing Entity will issue $150,000,000 be issued in an aggregate initial principal amount of Class A-1 5.67225% Asset Backed $691,858,000. The Offered Notes are being purchased by the entities specified in Schedule I hereto (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 Noteseach an “Underwriter," ” and together with the Class A-2a Notes“Underwriters”). The Notes will be secured by the Collateral, including without limitation, a pool of equipment loans secured by transportation equipment and the related security interests in the equipment financed thereby (collectively, the “Class A-2 NotesLoans”), $134,050,000 aggregate principal amount of Class A-3a 5.34% Asset Backed Notes (. GECC will sell the "Class A-3a Notes") and $155,000,000 aggregate principal amount of Class A-3b Floating Rate Asset Backed Notes (Loans to 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 Depositor pursuant to an underwriting agreement (the "Class A Note Underwriting Agreement," together with this a Loan Sale 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 1June 29, 2007 2011 (as amended and supplemented from time to time, the "“Loan 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, 2007 (as amended and supplemented from time to time, the "Trust Agreement"”), between the Depositor and The Bank GECC. Pursuant to a Loan Purchase and Sale Agreement, dated as of New York June 29, 2011 (Delawarethe “Loan Purchase and Sale Agreement”), a Delaware banking corporationbetween 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, to be dated as of June 29, 2011 (the “Servicing Agreement”) between GECC, as servicer, and an affiliate of the Company, GECC will service the Loans. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Indenture. The Bank of New YorkClass A-1 Notes shall bear interest at 0.29377% per annum, a New York banking corporationthe Class A-2 Notes shall bear interest at 0.77% per annum, as owner trustee under the Trust Agreement (Class A-3 Notes shall bear interest at 1.00% per annum and the "Owner Trustee")Class A-4 Notes shall bear interest at 1.33% per annum.

Introductory. Caterpillar Financial Funding Corporation, a Nevada corporation Franklin Receivables LLC (the "Depositor"), “Seller”) has previously filed a registration statement with the Securities and Exchange Commission (the “Commission”) relating to the issuance and sale from time to time of up to $1,200,000,000 of asset backed notes and/or asset backed certificates and proposes to cause Caterpillar Financial Asset Trust 2007FRANKLIN AUTO TRUST 2003-A 2 (the "Issuing Entity"“Trust”) to issue and sell to Citigroup Global Markets Inc. (the “Underwriter”) $19,798,000 aggregate 25,000,000 principal amount of its 1.14% Class B 6.18% A-1 Asset Backed Notes (the "“Class B A-1 Notes"”), $79,000,000 principal amount of its 1.61% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), $41,000,000 principal amount of its 2.31% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and to sell $80,000,000 principal amount of its 3.13% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and together with the Class B A-1 Notes, the Class A-2 Notes to M▇▇▇▇▇▇ Lynchand the Class A-3 Notes, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated the “Notes”). The Notes will have the benefit of a financial guaranty insurance policy issued by MBIA Insurance Corporation (the "Underwriter"“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 Issuing Entity Trust will include, among other things, a pool of fixedprime, non-rate prime and sub-prime motor vehicle retail installment sale contracts and finance leases (the "“Initial Receivables"”) secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, automobiles and security interests in the machinery light trucks financed by the Receivables thereby (the "“Initial Financed Equipment"Vehicles”), and certain monies received thereunder on or after December 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. The Receivables will thereof to be transferred conveyed to the Issuing Entity by Trust pursuant to the Depositor. The Receivables will Sale and Servicing Agreement to be serviced for the Issuing Entity by Caterpillar Financial Services Corporationdated as of December 1, a Delaware corporation 2003 (the "“Sale and Servicing Agreement”) among the Trust, the Seller, Franklin Capital Corporation (“Franklin Capital”), as servicer (the “Servicer" or "CFSC"”), 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 September December 1, 2007 2003 (as amended and supplemented from time to time, the "“Indenture"”), between the Issuing Entity Trust and U.S. The Bank National Association, a national banking association of New York (the "Indenture “Trustee"”). Simultaneously with The Seller will form the issuance and sale Trust pursuant to a Trust Agreement to be dated as of the Class B Notes as contemplated hereinDecember 1, the Issuing Entity will issue $150,000,000 aggregate principal amount of Class A-1 5.67225% Asset Backed Notes 2003 (the "Class A-1 Notes")“Trust Agreement”) between the Seller and Deutsche Bank Trust Company Delaware, $75,000,000 aggregate principal amount of Class A-2a 5.40% Asset Backed Notes as owner trustee (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 NotesOwner Trustee”). The Certificates, $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 equity interest in the Issuing EntityTrust, will be issued pursuant to the Trust Agreement. The Class A Notes Receivables were or will be sold originated or acquired by Franklin Capital. Franklin Capital will sell the Receivables owned by it to the Seller pursuant to an underwriting agreement the terms of the Purchase Agreement dated as of December 1, 2003 (the "Class A Note Underwriting “Loan Purchase Agreement," together with this Agreement, ”) between the "Underwriting Agreements") among the Depositor Seller and the underwriters named in Schedule I theretoFranklin Capital. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to given them in the Sale and Servicing Agreement to be dated as of September 1, 2007 (as amended and supplemented from time to timeAgreement. As used herein, the "term “Basic Documents” refers to the Sale and Servicing Agreement", Indenture, Trust Agreement, Spread Account Agreement, Loan Purchase Agreement, the letter agreement in the form of Exhibit A hereto (the “Letter Agreement”), among the Issuing EntityInsurance and Indemnity Agreement, Indemnification Agreement and Note Depository Agreement. As used herein, the Depositor term “Subsequent Acquisition Agreement” means any Subsequent Purchase Agreement between Franklin Capital and the Servicer or, if not defined therein, in the Indenture or the Trust Seller and any Subsequent Transfer Agreement to be dated as of September 27, 2007 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor Seller 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")Trust.

Introductory. Caterpillar Financial Funding Nissan Auto Receivables Corporation [II] (the "Seller"), a Delaware corporation and wholly owned subsidiary of Nissan Motor Acceptance Corporation, a Nevada California corporation (the "DepositorServicer"), proposes to cause Caterpillar Financial sell $[ ] principal amount of ___% Asset Trust 2007-A Backed Notes, Class A-1 (the "Issuing EntityClass A-1 Notes") to issue ), $19,798,000 aggregate [ ] principal amount of Class B 6.18___% Asset Backed Notes Notes, Class A-2 (the "Class A-2 Notes"), $[ ] principal amount of ___% Asset Backed Notes, Class A-3 (the "Class A-3 Notes"), and $[ ] 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 and the Class A-3 Notes, the "Notes") and to sell the $[ ] principal amount of ___% Asset Backed Certificates, Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated C Certificates (the "UnderwriterCertificates," and together with the Notes, the "Securities"). The assets of Securities will be issued by the Issuing Entity will include, among other things, a pool of fixedNissan Auto Receivables ____-rate retail installment sale contracts and finance leases __ Owner Trust (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 "CFSCTrust"). The Notes will be issued pursuant to the Indenture to be dated as of September 1, 2007 an indenture (as amended and supplemented from time to time, the "Indenture"), to be dated as of _______, 200_, between the Issuing Entity Trust and U.S. Bank National Association, the Indenture Trustee (as defined therein) and will be governed by the terms of a national banking association Sale and Servicing Agreement (the "Indenture TrusteeSale and Servicing Agreement"). Simultaneously with , to be dated as of _________, 200_ among the issuance and sale of the Class B Notes as contemplated hereinTrust, the Issuing Entity Seller and the Servicer. The Trust will also issue $150,000,000 aggregate principal amount the Certificates which will represent fractional undivided interests in the Trust pursuant to a Trust Agreement to be dated as of Class A-1 5.67225% Asset Backed Notes _____, 200_ (the "Class A-1 NotesTrust Agreement"), $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 herein and not otherwise defined herein shall have the meanings ascribed to given 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, 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").

Introductory. Caterpillar Financial Funding Toyota Auto Finance Receivables LLC, a Delaware limited liability company (the "Seller") and a wholly owned subsidiary of Toyota Motor Credit Corporation, a Nevada California corporation (the "DepositorTMCC"), proposes to cause Caterpillar Financial Asset Trust 2007sell to each of the several underwriters named in Schedule I-A hereto (the "Issuing EntityClass A Underwriters" or the "Underwriters") to issue $19,798,000 320,000,000 aggregate principal amount of Class B 6.18% Floating Rate Asset Backed Notes Notes, Class A-2 (the "Class B A-2 Notes"), $498,000,000 aggregate principal amount of 2.65% Asset Backed Notes, Class A-3 (the "Class A-3 Notes") and to sell $207,000,000 aggregate principal amount of Floating Rate Asset Backed Notes, Class A-4 (the "Class A-4 Notes" and together with the Class B A-2 Notes and the Class A-3 Notes, the "Offered Notes") of the Toyota Auto Receivables 2002-C Owner Trust (the "Trust"). Concurrently with the issuance and sale of the Offered Notes as contemplated herein the Trust will issue (i) $430,000,000 aggregate principal amount of 1.80% Asset Backed Notes, Class A-1 (the "Class A-1 Notes" and together with the Offered Notes, the "Class A Notes") and (ii) a revolving liquidity note dated October 31, 2002 (the "Liquidity Note" and together with the Class A Notes, the "Notes"). The Trust will also issue a non-interest bearing subordinated seller's interest (the "Subordinated Seller's Interest"). The Subordinated Seller's Interest will represent an undivided interest in the Trust and will be deemed to Mhave a principal balance $44,995,380 as of the closing date. Neither the Class A-1 Notes nor the Subordinated ▇▇▇▇▇▇'s Interest will be sold hereunder. Banc of America Securities LLC and ▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇▇▇ & S▇▇▇▇ Co. Incorporated (will act as representatives for the Class A-2, Class A-3 and Class A-4 Underwriters, and in such capacities shall herein be the "UnderwriterRepresentatives"). The assets of the Issuing Entity Trust will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by the new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, automobiles and security interests in the machinery light duty trucks financed by the Receivables thereunder (the "Financed EquipmentVehicles")) and certain monies due or to become due thereunder on or after October 1, 2002 (the "Cutoff Date") and the other property and the proceeds thereof. The Receivables will be transferred thereof 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 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, 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").be

Introductory. Caterpillar Financial Funding CorporationJPMorgan Chase Bank, National Association, a Nevada corporation national banking association (the "Depositor"“Bank”), proposes to cause Caterpillar Financial Asset has formed Chase Auto Owner Trust 2007-A 20 - (the "Issuing Entity"“Trust”) to issue $19,798,000 $ aggregate principal amount of Class B 6.18[A-1] % Asset Backed Notes (the "“Class B [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 to sell $ aggregate principal amount of Class [A-4] % Asset Backed Notes (the “Class [A-4] Notes” and, together with the Class B [A-1] Notes, the Class [A-2] Notes to M▇▇▇▇▇▇ Lynchand the Class [A-3] Notes, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriter"“Notes”). The assets of the Issuing Entity Trust will include, among other things, a pool of fixed-rate simple interest retail installment sale sales contracts and finance leases purchase money notes and other notes (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 automobiles (the "“Financed Equipment")Vehicles”) and certain monies received thereunder on or after the opening of business on , and the proceeds thereof. The 20 , such Receivables will to be transferred to the Issuing Entity Trust and serviced by the DepositorBank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC")equal approximately $ . The Notes will be issued pursuant to the Indenture to be dated as of September 1, 2007 20 (as amended and supplemented from time to time, the "“Indenture"”), between the Issuing Entity Trust and U.S. Bank National Association[ ], a national banking association as indenture trustee (the "“Indenture Trustee"”). Simultaneously with the issuance and sale of the Class B Notes as contemplated described herein, the Issuing Entity Trust 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"”) pursuant to the Amended and Restated Trust Agreement to be dated as of , 20 (as amended and supplemented from time to time, the “Trust Agreement”), between the Bank and [ ], as owner trustee (the “Owner Trustee”), each such certificate representing a fractional undivided ownership interest in the Issuing Entity. The Class A Notes Trust, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Class A Note “Certificate Underwriting Agreement," ” and, together with this Agreement, the "“Underwriting Agreements"”) among the Depositor Bank and the underwriters underwriter named in Schedule I theretotherein (the “Certificate Underwriter”). 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 ascribed assigned to them such terms in the Sale and Servicing Agreement to be dated as of September 1, 2007 20 (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, 2007 (as amended and supplemented from time to time, the "Trust Agreement"”), between the Trust and the Bank, as Depositor and The Servicer. This is to confirm the agreement concerning the purchase of the Class [A-1] Notes, the Class [A-2] Notes, the Class [A-3] Notes and the Class [A-4] Notes from the Bank of New York by the several underwriters named in Schedule I hereto (Delawarethe “Underwriters”), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, for whom ▇.▇. ▇▇▇▇▇▇ Securities Inc. is acting as owner trustee under the Trust Agreement representative (the "Owner Trustee"“Representative”).

Introductory. Caterpillar Financial Funding CorporationCNH Capital Receivables LLC, a Nevada corporation Delaware limited liability company (the "Depositor"“Seller”), proposes to cause Caterpillar Financial Asset CNH Equipment Trust 20072015-A B (the "Issuing Entity"“Trust”) to issue and sell $19,798,000 aggregate 223,000,000 principal amount of 0.38% Class B 6.18% A-1 Asset Backed Notes (the "“Class A-1 Notes”); $250,250,000 principal amount of 0.84% Class A-2a Asset Backed Notes (the “Class A-2a Notes”); $99,750,000 principal amount of Floating Rate Class A-2b Asset Backed Notes (the “Class A-2b Notes” and, together with the Class A-2a Notes, the “Class A-2 Notes”) $286,000,000 principal amount of 1.37% Class A-3 Asset Backed Notes (the “Class A-3 Notes”); $118,150,000 principal amount of 1.89% 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 $22,495,000 principal amount of 2.23% Class B Asset Backed Notes (the “Class B Notes") and to sell ” and, together with the Class B Notes A Notes, the “Notes”) to M▇▇▇▇▇▇ Lynchthe several underwriters named in Schedule I hereto (collectively, Piercethe “Underwriters”), F▇▇▇▇▇ & S▇▇▇▇ Incorporated for whom you are acting as representatives (the "Underwriter"). 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"“Representatives”). The Notes will be issued pursuant to the Indenture to be dated as of September April 1, 2007 2015 (as amended and supplemented from time to time, the "“Indenture"”), between the Issuing Entity Trust and U.S. Deutsche Bank National AssociationTrust Company Americas, as indenture trustee (the “Indenture Trustee”). The assets of the Trust include, among other things, a national banking association pool of fixed rate retail installment sale contracts and retail installment loans (the "Indenture Trustee"“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 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 Trust will issue to the Depositor Seller certificates representing fractional undivided equity interests in the Trust (the “Certificates”). The Notes and the underwriters named in Schedule I thereto. Certificates 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 September April 1, 2007 2015 (as amended and supplemented from time to time, the "“Sale and Servicing Agreement"”), among the Issuing EntityTrust, the Depositor Seller and the Servicer New Holland, as servicer, or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of September 27April 1, 2007 2015 (as amended and supplemented from time to time, the "“Trust Agreement"”), between the Depositor Seller and The Bank Wilmington Trust Company, as trustee (the “Trustee”). At or prior to the time when sales to purchasers of the Notes were first made to investors by the several Underwriters, which was approximately 12:45 p.m. (New York time) on May 6, 2015 (Delawarethe “Time of Sale”), the Seller had prepared the following information (collectively, the “Time of Sale Information”): the preliminary prospectus supplement dated May 1, 2015, as amended and supplemented by a Delaware banking corporationsupplement to such preliminary prospectus supplement dated May 6, 2015 (the “Preliminary Prospectus Supplement”) to the base prospectus dated May 1, 2015 (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 1, 2015 (the “Initial Free Writing Prospectus”) in the form filed with the Securities and Exchange Commission (the “Commission”) on May 1, 2015. 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 an affiliate as a result investors in the Notes may terminate their old “Contracts of The Bank Sale” (within the meaning of New York, a New York banking corporationRule 159 under the Securities Act of 1933, as owner trustee under the Trust Agreement amended (the "Owner Trustee"“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. Caterpillar Financial Funding Corporation, a Nevada corporation (the "DepositorSeller"), proposes to cause Caterpillar Financial Asset Trust 20072001-A (the "Issuing EntityTrust") to issue and sell $19,798,000 15,527,000, aggregate principal amount of 5.72% Class B 6.18% Asset Backed Notes (the "Class B Notes") and to sell the Class B Notes to MGol▇▇▇▇, ▇▇ Lynch, Pierce, F▇▇▇▇▇ achs & S▇▇▇▇ Incorporated Co. (the "Underwriter"). The assets of the Issuing Entity Trust 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 sold to the Issuing Entity Trust by the DepositorSeller. The Receivables will be serviced for the Issuing Entity Trust 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 July 1, 2007 2001 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity Trust and U.S. Bank One, 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 Trust will issue $150,000,000 181,448,000 aggregate principal amount of Class A-1 5.672253.74% Asset Backed Notes (the "Class A-1 Notes"), $75,000,000 134,000,000 aggregate principal amount of Class A-2a 5.40A-2 4.11% Asset Backed Notes (the "Class A-2a A-2 Notes"), ) and $126,000,000 277,687,000 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 5.34A-3 4.85% 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 $12,422,797 aggregate principal amount of Asset Backed Certificates (the "Certificates," together with the Notes sometimes referred to collectively herein as the ") Securities"), each such certificate representing a fractional undivided interest in the Issuing EntityTrust. The Class A Notes will be sold pursuant to an underwriting agreement (the "Class A Note Underwriting Agreement," together with this Underwriting Agreement, the "Underwriting Agreements") among the Depositor Seller, CFSC 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 July 1, 2007 2001 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing EntityTrust, the Depositor Seller and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of September 27July 1, 2007 2001 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor Seller and The Chase Manhattan Bank of New York (Delaware)USA, National Association, a Delaware national banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, association as owner trustee under the Trust Agreement (the "Owner Trustee").

Introductory. Caterpillar Financial Funding CorporationFifth Third Holdings Funding, a Nevada corporation LLC (the "“Depositor"), ”) proposes to cause Caterpillar Financial Asset Trust 2007-A (the "Issuing Entity") to issue sell $19,798,000 359,000,000 aggregate principal amount of Class B 6.180.25000% Auto Loan Asset Backed Class A-1 Notes (the "“Class B A-1 Notes"”), $389,000,000 aggregate principal amount of 0.59% Auto Loan Asset Backed Class A-2 Notes (the “Class A-2 Notes”), $389,000,000 aggregate principal amount of 0.88% Auto Loan Asset Backed Class A-3 Notes (the “Class A-3 Notes”) and to sell $113,000,000 aggregate principal amount of 1.30% Auto Loan Asset Backed Class A-4 Notes (the “Class A-4 Notes,” and together with the Class B A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “ Notes”), to M▇▇▇▇▇▇ Lynchthe several underwriters set forth on Schedule I (each, Piercean “Underwriter” and collectively, F▇▇▇▇▇ & S▇▇▇▇ Incorporated the “Underwriters”), for whom you are acting as representative (the "Underwriter"). 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"“Representative”). The Notes will be issued pursuant to the Indenture an Indenture, to be dated as of September 1August 21, 2007 2013 (as amended and amended, supplemented or modified from time to time, the "“Indenture"”), between the Issuing Entity and U.S. Bank National Association, a national banking association Fifth Third Auto Trust 2013-1 (the "Indenture Trustee"). Simultaneously with the issuance “Issuer”) and sale of the Class B Notes Deutsche Bank Trust Company Americas, as contemplated herein, the Issuing Entity will issue $150,000,000 aggregate principal amount of Class A-1 5.67225% Asset Backed Notes indenture trustee (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 Notesin such capacity, the “Class A-2 NotesIndenture Trustee”). The Notes will be secured by the assets of the Issuer. The assets of the Issuer include, among other things, motor vehicle retail installment sale contracts and/or installment loans secured by a combination of new and used automobiles, light-duty trucks, vans, and other motor vehicles (the “Receivables”) and certain related rights. The Receivables will be sold to the Issuer by the Depositor and will be serviced for the Issuer by Fifth Third Bank, an Ohio banking corporation (the “Bank”), $134,050,000 aggregate principal amount of Class A-3a 5.34% Asset Backed Notes as servicer (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 Notesin such capacity, 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 theretoServicer”). Capitalized terms used and but not otherwise defined herein shall have the meanings ascribed set forth in Appendix A to them in the Sale and Servicing Agreement Agreement, to be dated as of September 1August 21, 2007 2013 (as amended and amended, supplemented or modified from time to time, the "“Sale Agreement”), between the Issuer and the Depositor. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Underwriters, the Depositor, and the Bank hereby agree that the “Closing Date” shall be August 21, 2013, 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 Depositor). The Depositor has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a shelf registration statement on Form S-3 (having the registration number 333-182215), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the Closing Date or, the Depositor has prepared and filed (before the expiration of such three year period) with the Commission in 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 Depositor proposes to file with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a prospectus supplement (the “Final Prospectus Supplement”) to the base prospectus included in the Registration Statement (such base prospectus, in the form most recently revised, dated August 8, 2013, and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Base Prospectus”) relating to the Notes and the method of distribution thereof. The Base Prospectus and the Final Prospectus Supplement, together with all amendments and supplements thereto and all annexes, schedules and exhibits and documents incorporated by reference therein, are hereinafter collectively referred to as the “Prospectus.” Prior to 4:25 p.m. New York City time on August 14, 2013 (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), the Depositor had prepared (i) the preliminary prospectus supplement dated August 8, 2013 (the “Preliminary Prospectus Supplement” and, together with the Base Prospectus and the Upsizing Supplement, the “Preliminary Prospectus”), (ii) the Free Writing Prospectus dated August 8, 2013 relating to the ratings on the Notes (the “Ratings Free Writing Prospectus”), (iii) the road show presentation, dated August 2013 (the “Road Show”), and (iv) the supplement to the Preliminary Prospectus Supplement (the “Upsizing Supplement”) entitled “Supplement, dated August 14, 2013 (subject to completion) to Prospectus Supplement, dated August 8, 2013 (subject to completion) to Prospectus, dated August 8, 2013” (collectively, the “Time of Sale Information”). Any reference in this Agreement to the Registration Statement, the Preliminary Prospectus, and the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. If, subsequent to the Time of Sale and Servicing Agreement")prior to the Closing Date, among such Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the Issuing Entitystatements therein, in the light of the circumstances under which they were made, not misleading and the Underwriters terminate their old Contracts of Sale (within the meaning of Rule 159 under the Securities Act) and enter into new Contracts of Sale with investors in the Notes, then the “Time of Sale Information” will refer to the Preliminary Prospectus or Free Writing Prospectus approved by the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of September 27, 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").Representative that

Introductory. Caterpillar Financial Funding CorporationCNH Capital Receivables LLC, a Nevada corporation Delaware limited liability company (the "Depositor"“Seller”), proposes to cause Caterpillar Financial Asset CNH Equipment Trust 20072015-A C (the "Issuing Entity"“Trust”) to issue and sell $19,798,000 aggregate 160,000,000 principal amount of 0.40% Class B 6.18% A-1 Asset Backed Notes (the "“Class A-1 Notes”); $129,000,000 principal amount of 1.10% Class A-2a Asset Backed Notes (the “Class A-2a Notes”); $129,000,000 principal amount of Floating Rate Class A-2b Asset Backed Notes (the “Class A-2b Notes” and, together with the Class A-2a Notes, the “Class A-2 Notes”) $238,000,000 principal amount of 1.66% Class A-3 Asset Backed Notes (the “Class A-3 Notes”); $77,120,000 principal amount of 2.05% 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 $16,880,000 principal amount of 2.40% Class B Asset Backed Notes (the “Class B Notes") and to sell ” and, together with the Class B Notes A Notes, the “Notes”) to M▇▇▇▇▇▇ Lynchthe several underwriters named in Schedule I hereto (collectively, Piercethe “Underwriters”), F▇▇▇▇▇ & S▇▇▇▇ Incorporated for whom you are acting as representatives (the "Underwriter"). 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"“Representatives”). The Notes will be issued pursuant to the Indenture to be dated as of September August 1, 2007 2015 (as amended and supplemented from time to time, the "“Indenture"”), between the Issuing Entity Trust and U.S. Deutsche Bank National AssociationTrust Company Americas, as indenture trustee (the “Indenture Trustee”). The assets of the Trust include, among other things, a national banking association pool of fixed rate retail installment sale contracts and retail installment loans (the "Indenture Trustee"“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 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 Trust will issue to the Depositor Seller certificates representing fractional undivided equity interests in the Trust (the “Certificates”). The Notes and the underwriters named in Schedule I thereto. Certificates 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 September August 1, 2007 2015 (as amended and supplemented from time to time, the "“Sale and Servicing Agreement"”), among the Issuing EntityTrust, the Depositor Seller and the Servicer New Holland, as servicer, or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of September 27August 1, 2007 2015 (as amended and supplemented from time to time, the "“Trust Agreement"”), between the Depositor Seller and The Bank Wilmington Trust Company, as trustee (the “Trustee”). At or prior to the time when sales to purchasers of the Notes were first made to investors by the several Underwriters, which was approximately 12:05 p.m. (New York time) on August 13, 2015 (Delawarethe “Time of Sale”), the Seller had prepared the following information (collectively, the “Time of Sale Information”): the preliminary prospectus supplement dated August 6, 2015 (the “Preliminary Prospectus Supplement”) to the base prospectus dated August 6, 2015 (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 August 6, 2015 (the “Initial Free Writing Prospectus”) in the form filed with the Securities and Exchange Commission (the “Commission”) on August 6, 2015. 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 Delaware banking corporationmaterial fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and an affiliate as a result investors in the Notes may terminate their old “Contracts of The Bank Sale” (within the meaning of New York, a New York banking corporationRule 159 under the Securities Act of 1933, as owner trustee under the Trust Agreement amended (the "Owner Trustee"“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. Caterpillar Financial Funding CorporationMercedes-Benz Trust Leasing LLC (formerly known as Daimler Trust Leasing LLC), a Nevada corporation Delaware limited liability company (the "Depositor"), proposes to cause Caterpillar Financial Asset Mercedes-Benz Auto Lease Trust 20072023-A (the "Issuing Entity") to issue $19,798,000 aggregate 355,000,000 principal amount of Class B 6.18A-1 0.00% Asset Backed Notes (the "Class B A-1 Notes"), $493,000,000 principal amount of Class A-2 5.24% Asset Backed Notes (the "Class A‑2 Notes"), $463,100,000 principal amount of Class A-3 4.74% Asset Backed Notes (the "Class A-3 Notes") and $77,900,000 principal amount of Class A-4 4.71% 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 Class B A-2 Notes, the Class A-3 Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated and the Class A-4 Notes in the respective amounts listed on Schedule I hereto (the "UnderwriterUnderwritten Notes") to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"). 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 May 1, 2023, 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 2023-A Exchange Note (as defined below) backed by a pool of fixednew Mercedes-rate retail installment sale contracts Benz passenger car and finance sport utility vehicle 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 thereofrelated leased vehicles. The Receivables will be transferred to Simultaneously with the Issuing Entity by issuance and sale of the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services CorporationNotes as contemplated herein, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued pursuant to the Indenture to be dated as of September 1, 2007 an Amended and Restated Trust Agreement (as amended and supplemented from time to time, the "IndentureTrust Agreement"), dated May 1, 2023, between the Issuing Entity Depositor and U.S. Bank Wilmington Trust, National Association, a national banking association as owner trustee (in such capacity, the "Indenture Owner 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 asset backed certificates (the "Certificates") ), each such certificate Certificate representing a fractional undivided beneficial interest in the Issuing Entity, to the Depositor. The Class A Notes will be sold pursuant Mercedes-Benz Vehicle Trust (as successor by merger to an underwriting agreement Daimler Trust), the titling trust (the "Class A Note Underwriting Agreement," together with this AgreementTitling Trust") is governed by the Amended and Restated Trust Agreement (as amended and supplemented from time to time, the "Underwriting AgreementsTitling Trust Agreement"), dated as of January 31, 2023, among Mercedes-Benz Financial Services USA LLC ("MBFS USA"), as titling trust administrator, Mercedes-Benz Trust Holdings LLC (f/k/a Daimler Trust Holdings LLC), as initial beneficiary (the "Initial Beneficiary") and BNY Mellon Trust of Delaware ((f/k/a BNYM (Delaware), as trustee (the "Titling Trustee"). On May 24, 2023 (the "2023-A Closing Date"), the Titling Trust, as borrower (the "Borrower") shall, pursuant to (i) that certain Second Amended and Restated Collateral Agency Agreement (as amended and supplemented from time to time, the "Basic Collateral Agency Agreement"), dated as of May 1, 2023, 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 Collateral Title Co. (f/k/a Daimler Title Co.), as collateral agent (the "Collateral Agent") and (ii) a 2023-A Exchange Note Supplement (as amended and supplemented from time to time, the "Exchange Note Supplement"), dated as of May 1, 2023, among the Borrower, the Administrative Agent, the Collateral Agent, the Lender, the Servicer and the Indenture Trustee, issue a 2023-A Exchange Note (the "2023-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 2023-A Exchange Note shall be paid from collections on the Titling Trust Assets allocated to the 2023-A Reference Pool as of the close of business on March 31, 2023 (the "2023-A Cutoff Date"). The Lender will sell the 2023-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 May 1, 2023, between the Lender and the Depositor, and the Depositor will sell the 2023-A 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 May 1, 2023, between the Depositor and the underwriters named in Schedule I theretoIssuing Entity. MBFS USA will continue to service the Titling Trust Assets allocated to the 2023-A Reference Pool pursuant to a 2023-A Servicing Supplement (as amended and supplemented from time to time, the "2023-A Servicing Supplement"), dated as of May 1, 2023, among the Servicer, the Lender, the Borrower and the Collateral Agent, which supplements that certain Second Amended and Restated Servicing Agreement (as amended and supplemented from time to time, the "Basic Servicing Agreement"), dated as of May 1, 2023, 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 May 1, 2023 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 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 Exchange Note Supplement or, if not defined therein, in Appendix A to the Indenture or the Trust Agreement to be dated as of September 27, 2007 (as amended and supplemented from time to time, the "Trust Basic Collateral Agency 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").

Introductory. Caterpillar Financial Funding CorporationGE Commercial Equipment Financing LLC, a Nevada corporation Series 2003-1 (the "DepositorCompany"), proposes CEF Equipment Holding, L.L.C. ("CEFEH" or the "Seller") and General Electric Capital Corporation ("GECC" or the "Originator") propose to cause Caterpillar Financial the sale of the GE Commercial Equipment Financing LLC, Series 2003-1 Asset Trust 2007-A Backed Notes, consisting of the Class A-1 Notes (the "Issuing EntityClass A-1 Notes") to issue $19,798,000 aggregate principal amount of ), the Class A-2 Notes (the "Class A-2 Notes"), the Class A-3 Notes (the "Class A-3 Notes"), the Class A-4 Notes (the "Class A-4 Notes"), Class B 6.18% Asset Backed Notes (the "Class B Notes") " and to sell together with the Class B A-1 Notes, the Class A-2 Notes, the Class A-3 Notes to M▇▇▇▇▇▇ Lynchand the Class A-4 Notes, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriter"). 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 "CFSCNotes"). The Notes will be issued pursuant to the Indenture to be an Indenture, dated as of September 1August 2, 2007 2003 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity Company, and U.S. Bank National AssociationJPMorgan Chase Bank, a national banking association as indenture trustee (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Class B The Notes as contemplated herein, the Issuing Entity will issue $150,000,000 be issued in an aggregate initial principal amount of Class A-1 5.67225% Asset Backed $376,946,000. The Notes are being purchased by the entities specified in Schedule I hereto (each an "Underwriter," and together the "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 related security interests in the equipment financed thereby (collectively, the "Loans"), certain rights under the Interest Rate Swap Agreement, to be dated September 19, 2003 (the "Class A-1 NotesDB Interest Rate Swap Agreement"), $75,000,000 aggregate principal amount of Class A-2a 5.40% Asset Backed Notes between Deutsche Bank AG, New York Branch (the "Class A-2a NotesDB 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"), $126,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes between General Electric Capital Services, Inc. ("GECS" and the "Class A-2b Notes,GECS Swap Counterparty" and together with the Class A-2a NotesDB Swap Counterparty, the “Class A-2 Notes”)"Swap Counterparties") and the Company, $134,050,000 aggregate principal amount of Class A-3a 5.34% Asset Backed Notes certain rights under a Variable Funding Certificate to be dated September 25, 2003 (the "Class A-3a NotesGECS Variable Funding Certificate") issued by GECS in favor of the Seller and $155,000,000 aggregate principal amount of Class A-3b Floating Rate Asset Backed Notes certain rights under a Variable Funding Certificate to be dated September 25, 2003 (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 "NotesSeller Variable Funding Certificate") and Asset Backed Certificates issued by the Seller in favor of the Company. Pursuant to a Loan Sale Agreement, dated as of September 25, 2003 (the "CertificatesLoan Sale Agreement"), between CEFEH and GECC, GECC will sell the Loans to CEFEH. Pursuant to a Loan Purchase and Sale Agreement, dated as of September 25, 2003 (the "Loan Purchase and Sale Agreement") each such certificate representing a fractional undivided 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 Issuing EntityLoans. The Class A Notes will be sold pursuant Pursuant to an underwriting agreement (the "Class A Note Underwriting Agreement," together with this Servicing 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 125, 2007 2003 (as amended and supplemented from time to time, the "Sale and Servicing Agreement")) between GECC, among as servicer and the Issuing EntityCompany, 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 Depositor 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 the Servicer or, if not defined therein, in Class B Notes shall bear interest at the Indenture or the Trust Agreement to be dated as of September 27, 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")then applicable LIBOR plus 0.43% per annum.

Introductory. Caterpillar Financial Funding Corporation, a Nevada corporation Well▇ ▇▇▇go Auto Receivables Corporation (the "DepositorSeller"), ) has previously filed a registration statement with the Securities and Exchange Commission relating to the issuance and sale from time to time of up to [$___________] of asset backed notes and/or asset backed certificates. The Seller proposes to cause Caterpillar Financial Asset Trust 2007WELL▇ ▇▇▇GO AUTO TRUST [___-A _] (the "Issuing EntityTrust") to issue and sell to the underwriters listed on Schedule I hereto (the "Underwriters") [$19,798,000 aggregate ___________] principal amount of its [___%] Class A-1 Asset Backed Notes (the "Class A-1 Notes"), [$_________] 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"), [$__________] principal amount of its [____%] Class B 6.18% Asset Backed Notes (the "Class B Notes") and to sell the [$__________] principal amount of its [___%] Class B C Asset Backed Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "UnderwriterClass 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 "Securities") which will be retained by the Seller. The assets of the Issuing Entity Trust will include, among other things, a pool of fixed-rate prime, motor vehicle 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, automobiles and security interests in the machinery light trucks financed by the Receivables thereby (the "Financed EquipmentVehicles"), and certain monies received thereunder after [_____] (the "Cutoff Date"), and the other property and the proceeds thereof. The Receivables will thereof to be transferred conveyed to the Issuing Entity by Trust pursuant to the Depositor. The Receivables will Sale and Servicing Agreement to be serviced for dated as of [____] (as amended and supplemented from time to time, the Issuing Entity by Caterpillar Financial Services Corporation"Sale and Servicing Agreement") among Well▇ ▇▇▇go Auto TRUST [___-_] (the "Trust"), a Delaware corporation the Seller and Well▇ ▇▇▇go Bank, N.A. ("Well▇ ▇▇▇go"), as servicer (the "Servicer" or "CFSC"). 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 amended and supplemented from time to time, the "Administration 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 September 1, 2007 [_____] (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity Trust and U.S. Bank National Association, a national banking association [_______________________] (the "Indenture Trustee"). Simultaneously with The Seller will form 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 Trust pursuant to an underwriting agreement (the "Class A Note Underwriting Agreement," together with this Agreement, the "Underwriting Agreements") among the Depositor Amended 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 Restated Trust Agreement to be dated as of September 27, 2007 (as amended and supplemented from time to time, the "Trust Agreement"), ) to be dated as of [____] between the Depositor Seller 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"). 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. Caterpillar Financial Funding CorporationCNH Capital Receivables LLC, a Nevada corporation Delaware limited liability company (the "Depositor"“Seller”), proposes to cause Caterpillar Financial Asset CNH Equipment Trust 20072011-A B (the "Issuing Entity"“Trust”) to issue and sell $19,798,000 aggregate 212,000,000 principal amount of 0.38439% Class B 6.18% A-1 Asset Backed Notes (the "“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 to sell ” and, together with the Class B Notes A Notes, the “Notes”) to M▇▇▇▇▇▇ Lynchthe several underwriters named in Schedule I hereto (collectively, Piercethe “Underwriters”), F▇▇▇▇▇ & S▇▇▇▇ Incorporated for whom you are acting as representatives (the "Underwriter"). 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"“Representatives”). The Notes will be issued pursuant to the Indenture to be dated as of September 1, 2007 2011 (as amended and supplemented from time to time, the "“Indenture"”), between the Issuing Entity Trust and U.S. Deutsche Bank National AssociationTrust Company Americas, as indenture trustee (the “Indenture Trustee”). The assets of the Trust include, among other things, a national banking association pool of fixed rate retail installment sale contracts and retail installment loans (the "Indenture Trustee"“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 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 Trust will issue to the Depositor Seller certificates representing fractional undivided equity interests in the Trust (the “Certificates”). The Notes and the underwriters named in Schedule I thereto. Certificates 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 September 1, 2007 2011 (as amended and supplemented from time to time, the "“Sale and Servicing Agreement"”), among the Issuing EntityTrust, the Depositor Seller and the Servicer New Holland, as servicer, or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of September 271, 2007 2011 (as amended and supplemented from time to time, the "“Trust Agreement"”), between the Depositor Seller and The Bank Wilmington Trust Company, as trustee (the “Trustee”). At or prior to the time when sales to purchasers of the Notes were first made to investors by the several Underwriters, which was approximately 4:44 p.m. (New York time) on September 14, 2011 (Delawarethe “Time of Sale”), the Seller had prepared the following information (collectively, the “Time of Sale Information”): the preliminary prospectus supplement dated September 9, 2011, as amended and supplemented by a Delaware banking corporationsupplement to such preliminary prospectus supplement dated September 14, 2011 (the “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 an affiliate as a result investors in the Notes may terminate their old “Contracts of The Bank Sale” (within the meaning of New York, a New York banking corporationRule 159 under the Securities Act of 1933, as owner trustee under the Trust Agreement amended (the "Owner Trustee"“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. Caterpillar Financial Funding CorporationNordstrom 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”), as 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 Nevada corporation Delaware statutory trust (the "Depositor"“Issuer” or the “Trust”), proposes to cause Caterpillar Financial Asset Trust 2007-A (the "Issuing Entity") to issue sell $19,798,000 aggregate 453,800,000 principal amount of Series 2007-2 Class B 6.18% 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”) and to sell the initial purchasers listed on Exhibit B hereto (the “Class B Initial Purchasers” and, together with the Class B Notes A Initial Purchasers, the “Initial Purchasers”), for resale to M“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.▇. ▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated Securities Inc. will act as the representatives of the Initial Purchasers (the "Underwriter"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 National Association, a national banking association (the "Indenture Trustee"). Simultaneously Concurrently with the issuance and sale of the Class B Offered Notes as contemplated herein, the Issuing Entity Issuer will issue $150,000,000 aggregate 43,500,000 principal amount of Series 2007-2 Class A-1 5.67225% C Asset Backed Notes (the "“Series 2007-2 Class A-1 C Notes"” and, together with the Offered Notes, the “Series 2007-2 Notes”), $75,000,000 aggregate 325,500,000 principal amount of Series 2007-1 Class A-2a 5.40% A Asset Backed Notes (the "“ Series 2007-1 Class A-2a A Notes"”), $126,000,000 aggregate 24,500,000 principal amount of Series 2007-1 Class A-2b Floating Rate B Asset Backed Notes (the "“ Series 2007-1 Class A-2b Notes," and together with the Class A-2a Notes, the “Class A-2 B Notes”), and $134,050,000 aggregate 26,400,000 principal amount of Series 2007-1 Class A-3a 5.34% C Asset Backed Notes (the "“ Series 2007-1 Class A-3a C Notes") and $155,000,000 aggregate principal amount of Class A-3b Floating Rate Asset Backed Notes (the "Class A-3b Notes," and ” and, together with the Class A-3a Series 2007-2 Notes, the “Series 2007-1 Class A-3 Notes," together with the Class A-1 A Notes and the Class A-2 Notes, the "Class A Notes," and together with the Series 2007-1 Class B Notes, the "“Notes") and Asset Backed Certificates (the "Certificates") each such certificate representing a fractional undivided interest in the Issuing Entity”). 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 an underwriting agreement and in accordance with the Delaware Limited Liability Company Act (6 Del. Code § 18-101 et seq.) on October 11, 2001, and governed by the "Class A Note Underwriting Agreement," together with this Amended and Restated Limited Liability Company 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 May 1, 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 "Sale “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”), as acknowledged and agreed by the Transferor and the Bank, as Servicer, and as supplemented by an 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 (the “Agreement”), capitalized terms used herein shall have the meanings specified in the Indenture. Under the Operating Agreement, dated as of August 30, 1991, as amended (the “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 Issuing EntityTransferor, the Depositor Bank, as Servicer, the Indenture Trustee and the Servicer or, if not defined therein, in Trust. The Offered Notes will be offered pursuant to an offering circular (the Indenture or the Trust Agreement to be “Base Offering Circular”) and an offering circular supplement dated as of September 27April 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 supplemented from delivered by the Bank, the Seller and the Transferor to the Initial Purchasers in accordance with the provisions hereof. Prior to the time the first contract of sale for the Offered Notes was entered into, as set forth on Exhibit A (with respect to timethe Series 2007-2 Class A Notes) and Exhibit B (with respect to the Class 2007-2 Class B Notes) hereto (the “Time of Sale”), 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 "Trust Agreement"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), between which has been prepared and delivered by the Depositor Bank, the Seller and The Bank 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 New York the Offered Notes (Delawaresuch information provided by the Bank, the Seller and/or the Transferor, the “Other Materials”), a Delaware banking corporation, and an affiliate copy of The Bank of New York, a New York banking corporation, which is attached hereto as owner trustee under the Trust Agreement (the "Owner Trustee").Exhibit C.

Introductory. Caterpillar Financial Funding Corporation, a Nevada corporation (the "Depositor"), proposes to cause Caterpillar Financial Asset Trust 2007-A (the "Issuing Entity") to issue $19,798,000 aggregate principal amount of Class B 6.18% Asset Backed Notes (the "Class B Notes") and to sell the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriter"). 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 MMCA Auto 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 CorporationInc., 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 "IndentureCompany"), between proposes, subject to the Issuing Entity terms and U.S. Bank National Associationconditions stated herein, a national banking association to cause MMCA Auto Owner Trust 1999-1 (the "Indenture TrusteeTrust"). Simultaneously with the issuance ) to issue and sale of the Class B Notes as contemplated herein, the Issuing Entity will issue sell $150,000,000 91,000,000 aggregate principal amount of 5.066% Class A-1 5.67225% Asset Backed Notes (the "Class A-1 Notes"), $75,000,000 110,000,000 aggregate principal amount of 5.43% Class A-2a 5.40% A-2 Asset Backed Notes (the "Class A-2a A-2 Notes"), $126,000,000 120,000,000 aggregate principal amount of 5.50% Class A-2b Floating Rate A-3 Asset Backed Notes (the "Class A-2b A-3 Notes") and $90,980,000 aggregate principal amount of 5.63% Class A-4 Asset Backed Notes (the "Class A-4 Notes," and together with the Class A-2a A-1 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 A-3 Notes, the "Notes") ). The Notes will be issued pursuant to the Indenture dated as of January 1, 1999 (the "Indenture"), between the Trust and Asset Backed Certificates Bank of Tokyo- Mitsubishi Trust Company (the "Indenture Trustee"). Concurrently with the issuance and sale of the Notes as contemplated herein, the Trust will issue $61,560,349 aggregate principal amount of certificates of beneficial interest (the "Certificates") ), each such certificate representing a fractional undivided an interest in the Issuing EntityTrust Property. The Class A Notes Company will retain the Certificates. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement, dated as of January 1, 1999 (the "Trust Agreement"), between the Company and Wilmington Trust Company, as Owner Trustee. The Certificates are subordinated to the Notes. The assets of the Trust will include, among other things, (i) a pool of motor vehicle retail installment sale contracts secured by new and used automobiles and light- and medium-duty trucks to be conveyed to the Trust on the Closing Date (the "Initial Receivables") and from time to time thereafter during the Pre-Funding Period (the "Subsequent Receivables" and, together with the Initial Receivables, the "Receivables"), (ii) with respect to Actuarial Receivables, certain monies due thereunder on or after the related Cutoff Date, and (iii) with respect to Simple Interest Receivables, certain monies received thereunder on or after the related Cutoff Date. The Receivables will be sold pursuant to an underwriting agreement the Trust by the Company and be serviced for the Trust by Mitsubishi Motors Credit of America, Inc. (the "Class A Note Underwriting Agreement,MMCA" together with this Agreementor, in its capacity as servicer, the "Underwriting AgreementsServicer") among the Depositor and the underwriters named in Schedule I thereto). Capitalized terms used and but not otherwise defined herein shall have the meanings ascribed to them thereto in the Sale and Servicing Agreement to be dated as of September January 1, 2007 1999 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing EntityTrust, the Depositor Company and the Servicer or, if not defined therein, in the Indenture or Indenture, the Trust Agreement to be dated as of September 27, 2007 (as amended and supplemented from time to time, or the "Trust Purchase 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 case may be. "Basic Documents" means, collectively, Basic Documents, as defined in the Trust Agreement and Basic Documents, as defined in the Indenture. "Transfer Date" means, with respect to an Initial Receivable, the Closing Date, and with respect to a Subsequent Receivable, the related Subsequent Transfer Date. The Company hereby agrees with the several Underwriters named in Schedule A hereto (the "Owner TrusteeUnderwriters")) as follows: 2.

Introductory. Caterpillar Financial Funding Corporation, a Nevada corporation (the "Depositor"“Seller”), proposes to cause Caterpillar Financial Asset Trust 20072005-A (the "Issuing Entity"“Trust”) to issue $19,798,000 23,480,000 aggregate principal amount of 4.27% Class B 6.18% Asset Backed Notes (the "“Class B Notes"”) and to sell the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "“Underwriter"”). The assets of the Issuing Entity Trust 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 sold to the Issuing Entity Trust by the DepositorSeller. The Receivables will be serviced for the Issuing Entity Trust 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 April 1, 2007 2005 (as amended and supplemented from time to time, the "“Indenture"”), between the Issuing Entity Trust 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 Trust will issue $150,000,000 214,300,000 aggregate principal amount of Class A-1 5.672253.2056% Asset Backed Notes (the "“Class A-1 Notes"”), $75,000,000 219,000,000 aggregate principal amount of Class A-2a 5.40A-2 3.66% 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”), $134,050,000 244,000,000 aggregate principal amount of Class A-3a 5.34A-3 3.90% Asset Backed Notes (the "“Class A-3a A-3 Notes"”) and $155,000,000 142,360,000 aggregate principal amount of Class A-3b Floating Rate A-4 4.10% Asset Backed Notes (the "“Class A-3b A-4 Notes," and ” together with the Class A-3a A-1 Notes, Class A-2 Notes and the Class A-3 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 $10,677,293 aggregate principal amount of Asset Backed Certificates (the "“Certificates") ,” together with the Notes sometimes referred to collectively herein as the “Securities”), each such certificate representing a fractional undivided interest in the Issuing EntityTrust. 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 Seller, CFSC 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 April 1, 2007 2005 (as amended and supplemented from time to time, the "“Sale and Servicing Agreement"”), among the Issuing EntityTrust, the Depositor Seller and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of September 27April 28, 2007 2005 (as amended and supplemented from time to time, the "“Trust Agreement"”), between the Depositor Seller and The Chase Bank of New York (Delaware)USA, National Association, a Delaware national banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, association as owner trustee under the Trust Agreement (the "“Owner Trustee"”).

Introductory. Caterpillar Financial Funding Toyota Auto Finance Receivables LLC, a Delaware limited liability company (the "Seller") and a wholly owned subsidiary of Toyota Motor Credit Corporation, a Nevada California corporation (the "DepositorTMCC"), proposes to cause Caterpillar Financial Asset Trust 2007sell to each of the several underwriters named in Schedule I-A hereto (the "Issuing EntityClass A Underwriters" or the "Underwriters") to issue $19,798,000 375,000,000 aggregate principal amount of Class B 6.181.28% Asset Backed Notes Notes, Class A-2 (the "Class B A-2 Notes"), $364,000,000 aggregate principal amount of Floating Rate Asset Backed Notes, Class A-3A (the "Class A-3A Notes"), $125,000,000 aggregate principal amount of 1.69% Asset Backed Notes, Class A-3B, (the "Class A-3B Notes") and to sell $206,000,000 aggregate principal amount of 2.20% Asset Backed Notes, Class A-4 (the "Class A-4 Notes" and together with the Class B A-2 Notes, the Class A-3A Notes and the Class A-3B Notes, the "Offered Notes") of the Toyota Auto Receivables 2003-A Owner Trust (the "Trust"). Concurrently with the issuance and sale of the Offered Notes as contemplated herein the Trust will issue (i) $432,500,000 aggregate principal amount of 1.17188% Asset Backed Notes, Class A-1 (the "Class A-1 Notes" and together with the Offered Notes, the "Class A Notes") and (ii) a revolving liquidity note dated March 27, 2003 (the "Liquidity Note" and together with the Class A Notes, the "Notes"). The Trust will also issue a non-interest bearing subordinated seller's interest (the "Subordinated Seller's Interest"). The Subordinated Seller's Interest will represent an undivided interest in the Trust and will be deemed to Mhave a principal balance $46,570,312 as of the closing date. Neither the Class A-1 Notes nor the Subordinated ▇▇▇▇▇▇'s Interest will be sold hereunder. Deutsche Bank Securities Inc. and ▇▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇▇▇ Incorporated (Inc. will act as representatives for the Class A-2, Class A-3A, Class A-3B and Class A-4 Underwriters, and in such capacities shall herein be the "UnderwriterRepresentatives"). The assets of the Issuing Entity Trust will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by the new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, automobiles 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 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, 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").light

Introductory. Caterpillar Financial Collegiate Funding Corporationof Delaware, L.L.C., a Nevada corporation Delaware limited liability company (the "“Depositor"”), proposes to cause Caterpillar Financial Asset has formed Chase Education Loan Trust 2007-A (the "Issuing Entity"“Issuer”) to issue $19,798,000 430,000,000 aggregate principal amount of floating rate Class B 6.18% Asset A-1 Asset-Backed Notes (the "“Class A-1 Notes”), $217,000,000 aggregate principal amount of floating rate Class A-2 Asset-Backed Notes (the “Class A-2 Notes”), $261,000,000 aggregate principal amount of floating rate Class A-3 Asset-Backed Notes (the “Class A-3 Notes”), $277,000,000 aggregate principal amount of floating rate 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”) and $36,700,000 aggregate principal amount of floating rate Class B Asset-Backed Notes (the “Class B Notes"”) and to sell (the “Class B Notes” and, together with the Class B Notes to M▇▇▇▇▇▇ LynchA Notes, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriter"“Notes”). The assets of the Issuing Entity Issuer will include, among other things, a pool education loans to students and/or parents of fixed-rate retail installment sale contracts and finance leases (dependent students made under 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 Federal Family Education Loan Program transferred to the Issuing Entity by Issuer on the DepositorClosing Date (as defined herein) (the “Initial Trust Student Loans”) and from time to time during the Supplemental Purchase Period (the “Additional Trust Student Loans”; together with the Initial Trust Student Loans, the “Trust Student Loans”) and certain monies received thereunder on or after the applicable Cutoff Date. The Receivables Initial Pool Balance of the Trust Student Loans will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC")equal approximately $1,168,086,773. The Notes will be issued pursuant to the Indenture to be dated as of September 1July 2, 2007 (as amended and supplemented from time to time, the "“Indenture"”), between among the Issuing Entity and U.S. Issuer, The Bank National Associationof New York, a national banking association not in its individual capacity but solely as eligible lender trustee (the "“Eligible Lender Trustee”) and The Bank of New York, not in its individual capacity but solely as indenture trustee (the “Indenture Trustee"”). Simultaneously with the issuance and sale of the Class B Notes as contemplated described herein, the Issuing Entity Issuer will issue $150,000,000 aggregate principal amount of Class A-1 5.67225% Asset Backed Notes certificates (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 NotesCertificates”), $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 ownership interest in the Issuing EntityIssuer, pursuant to a trust agreement to be dated as of May 2, 2007 (the “Short-Form Trust Agreement”), among the Depositor, The Bank of New York (Delaware), as Delaware trustee (the “Delaware Trustee”), and The Bank of New York Trust Company, N.A., as owner trustee (the “Owner Trustee”), as amended by the Amended and Restated Trust Agreement to be dated as of July 2, 2007 (together with the Short-Form Trust Agreement and as further amended and supplemented from time to time, the “Trust Agreement”), among the Depositor, the Delaware Trustee and the Owner Trustee. 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 theretoCertificates are sometimes referred to collectively herein as the “Securities”. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed assigned to them such terms in Appendix A to the Sale Indenture. This is to confirm the agreement concerning the purchase of the Class A Notes and Servicing Agreement to be dated as of September 1, 2007 the Class B Notes (as amended and supplemented from time to timecollectively, the "Sale and Servicing Agreement"“Offered Notes”) from the Issuer by the several underwriters named in Schedule I hereto (the “Underwriters”), among the Issuing Entity, the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated for whom ▇.▇. ▇▇▇▇▇▇ Securities Inc. is acting as of September 27, 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 representative (the "Owner Trustee"“Representative”).

Introductory. Caterpillar Financial Funding CorporationPerpetual Limited (ABN 86 ▇▇▇ ▇▇▇ ▇▇▇), a Nevada corporation duly incorporated and existing under the Corporations ▇▇▇ ▇▇▇▇ (Cth) of the Commonwealth of Australia ("Perpetual"), in its capacity as trustee of the SMHL Global Fund 2007-1 (the "DepositorFund", and Perpetual in that capacity being the "Issuer Trustee") acting at the direction of ME Portfolio Management Limited (ABN 79 005 964 134) (the "Manager"), as manager of the Fund proposes to cause Caterpillar Financial Asset Trust 2007-A sell to the several Underwriters listed in Schedule I hereto (the "Issuing EntityUnderwriters"), for whom Credit Suisse Securities (USA) LLC ("CSS") is acting as representative (the "Representative"), U.S. $1,200,000,000 principal amount of Class A1 Mortgage Backed Floating Rate Notes (the "Class A1 Notes") issued by the Issuer Trustee. Each Note will be secured by the assets of the Fund. The Issuer Trustee also proposes to issue $19,798,000 aggregate €500,000,000 principal amount of Class A2 Mortgage Backed Floating Rate Notes (the "Class A2 Notes" and, together with the Class A1 Notes, the "Class A Offered Notes"), A$853,000,000 principal amount of Class A3 Mortgage Backed Floating Rate Notes (the "Class A3 Notes" and, together with the Class A Offered Notes, the "Class A Notes") and A$64,000,000 principal amount of Class B 6.18% Asset Mortgage Backed Floating Rate Notes (the "Class B Notes" and, together with the Class A Notes, the "Notes") and which are not being sold to sell the Class B Notes Underwriters pursuant to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated this Underwriting Agreement (the this "UnderwriterAgreement"). The assets of the Issuing Entity will Fund include, among other things, a pool of fixed-variable and fixed rate retail installment sale contracts and finance leases residential housing loans (the "ReceivablesHousing Loans") secured initially originated by new and used machinery manufactured primarily by Caterpillar Inc. Members Equity Bank Pty Limited (formerly known as Members Equity Pty Limited) (ABN 56 070 887 679) ("CaterpillarMembers Equity") for Superannuation Members Home Loans Origination Fund No. 3 (the "Origination Fund") and prior to the Closing Date (as defined herein) held by Superannuation Members Home Loans Warehousing Trust 2004-1 (the "Warehousing Trust"), including rights to receive certain payments all monies at any time paid or payable thereon or in respect thereof, after the close of business May 2, 2007 (the "Cut-Off Date"), with respect to such Receivablespayments of principal and after the Closing Date (as defined herein) with respect to payments of interest, and security interests rights under certain mortgage insurance policies with respect to the Housing Loans, rights under the mortgages with respect to the Housing Loans, the amounts on deposit in the machinery financed by collection account, amounts available under the Receivables payment funding facility, the redraw funding facility, the top-up funding facility and the rights of the Issuer Trustee under the Basic Documents (other than rights it holds personally). The Fund is established pursuant to the Master Trust Deed between the Manager and Perpetual dated July 4, 1994 as amended and restated (the "Financed EquipmentMaster Trust Deed") and a Notice of Creation of a Securitisation Fund between the Manager and Issuer Trustee, dated May 2, 2007 (the "Notice of Creation"), which sets forth specific provisions regarding the Fund. A Supplementary Bond Terms Notice: SMHL Global Fund 2007-1 - Class A Notes and the proceeds thereof. The Receivables will Class B Notes, to be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporationdated on or about May 28, a Delaware corporation 2007 (the "Servicer" or "CFSC"). The Supplementary Bond Terms Notice - Class A 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 "IndentureClass B Notes"), between the Issuing Entity Issuer Trustee, the Security Trustee, the Note Trustee and U.S. Bank National Associationthe Manager, a national banking association will set forth the terms and conditions of the Notes. The Note Trust Deed, to be dated on or about May 28, 2007 (the "Indenture Note Trust Deed") by and among the Issuer 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 Manager, AIB/BNY Fund Management (Ireland) Limited (the "Class A-1 NotesIrish Paying Agent"), $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, 2007 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor Security Trustee and The Bank of New York (Delawarethe "Note Trustee") provides for the issuance and registration of the Class A Offered Notes in accordance with the terms and conditions attached thereto. Members Equity will act as mortgage manager (the "Mortgage Manager") of the Housing Loans. The Manager and Members Equity are each a "Members Equity Party" and, collectively, are referred to herein as the "Members Equity Parties." The Manager has prepared and filed with the Securities and Exchange Commission (the "Commission") in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Securities Act"), a Delaware banking corporationRegistration Statement (as defined below), and an affiliate including a prospectus, relating to the Class A1 Notes. The United States Securities Exchange Act of The Bank of New York, a New York banking corporation1934, as owner trustee under amended, is herein referred to as the Trust Agreement "Exchange Act". At or prior to the time when sales of the Class A1 Notes were first made to investors by the several Underwriters, which was approximately 10:00 A.M. on May 24, 2007 (the "Owner TrusteeTime of Sale"), the Manager had prepared and filed with the Commission in accordance with the provisions of the Securities Act the following information (collectively, the "Time of Sale Information"): the initial preliminary prospectus supplement dated May 11, 2007, as amended and restated in its entirety by the preliminary prospectus supplement dated May 23, 2007 relating to the Notes and containing all information to be included in the Final Prospectus (as defined below) other than final pricing spreads and certain pricing information and accompanied by the base prospectus dated May 11, 2007 (together, along with information referred to under the caption "Description of the Pool of Housing Loans--Static Pool Information" in such preliminary prospectus supplement regardless of whether it is deemed a part of the Registration Statement (as defined below) or Final Prospectus, the "Preliminary Prospectus"). If, subsequent to the Time of Sale and prior to the Closing Date, the Manager 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 Class A1 Notes elect to terminate their old "Contracts of Sale" (within the meaning of Rule 159 under the Securities Act) for any Class A1 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 Manager 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 the first such new Contract of Sale was entered into.

Introductory. Caterpillar Financial Funding ▇▇▇▇▇▇ ▇▇▇ Education Loan Corporation, a Nevada Delaware corporation (the "DepositorNMELC"), proposes to cause Caterpillar Financial Asset Trust 2007-A (the "Issuing Entity") to issue $19,798,000 aggregate principal amount of Class B 6.18% Asset Backed Notes (the "Class B Notes") and to sell the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated Student Loan Trust 1999-A (the "UnderwriterTRUST") to issue and sell $[________] aggregate principal amount of its Class A-1 Floating Rate Asset-Backed Notes (the "CLASS A-1 NOTES"), $[_______] aggregate principal amount of its Class A-2 Floating Rate Asset-Backed Notes (the "CLASS A-2 NOTES" and, together with the Class A-1 Notes, the "NOTES"), and $[______] aggregate principal amount of its Floating Rate Asset-Backed Certificates (the "Certificates" and, together with the Notes, the "SECURITIES") to the underwriters named in Schedule I hereto (the "UNDERWRITERS") for which [_____________] (the "REPRESENTATIVE") is acting as representative. The assets of the Issuing Entity will Trust include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases student loans (the "ReceivablesINITIAL TRUST LOANS") secured and certain monies due thereunder on and after______ __, 1999 (the "CUTOFF DATE"). Such Initial Trust Loans will be sold to the Eligible Lender Trustee (as defined below) on behalf of the Trust by new and used machinery manufactured primarily NMELC (and, with respect to legal title to the Trust Loans, by Caterpillar Inc. The First National Bank of Chicago, as trustee for NMELC ("CaterpillarFNBC")) pursuant to a sale agreement, dated as of______ __, 1999 (the "LOAN SALE AGREEMENT") among the Trust, NMELC, FNBC and The First National Bank of Chicago, a national banking association, as eligible lender trustee for the Trust (the "ELIGIBLE LENDER TRUSTEE"). Under certain circumstances after the Closing Date (as defined below), the Eligible ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, acting on behalf of the Trust, may acquire additional student loans (the "ADDITIONAL TRUST LOANS", together with the Initial Trust Loans being referred to herein, collectively, as the "TRUST LOANS"). The Trust Loans are to be serviced by NMELC, in its capacity as master servicer (in such capacity, the "MASTER SERVICER") pursuant to a master servicing agreement, dated as of _____ __, 1999 (the "MASTER SERVICING AGREEMENT"), including rights to receive certain payments with respect to such Receivablesamong the Trust, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), NMELC 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")Eligible Lender Trustee. The Notes will be issued pursuant to the an Indenture to be dated as of September 1______ _, 2007 1999 (as amended and supplemented from time to time, the "IndentureINDENTURE"), between the Issuing Entity Trust and U.S. State Street Bank National Associationand Trust Company, a national Massachusetts banking association corporation, as trustee under the Indenture (the "Indenture TrusteeINDENTURE TRUSTEE"). Simultaneously with the issuance and sale The Trust will be formed pursuant to a trust agreement to be dated as 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 1999 (the "Class A-1 NotesTRUST AGREEMENT"), $75,000,000 aggregate principal amount among NMELC, as depositor, ▇▇▇▇▇▇ ▇▇▇ Funding, LLC, a limited purpose Delaware limited liability company ("NMF"), and the Eligible Lender Trustee. A Delaware banking corporation will be appointed as a co-trustee under the Trust Agreement pursuant to a co-trustee agreement, dated as of Class A-2a 5.40% Asset Backed Notes ______ __, 1999 (the "Class A-2a NotesCO-TRUSTEE AGREEMENT"), $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 between such corporation 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 theretoEligible Lender Trustee. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to given them in Appendix A hereto. NMELC filed with the Sale Securities and Servicing Agreement Exchange Commission (the "COMMISSION" on May 18, 1999, a registration statement on Form S-3 (No. 333-78725), including a form of prospectus and prospectus supplement relating to the Securities, and pursuant to the provisions hereof shall file such post-effective amendments thereto as may hereafter be dated as required pursuant to the Securities Act of September 11933, 2007 (as amended and supplemented from time to time, (the "Sale and Servicing Agreement1933 ACT"), among the Issuing Entity, the Depositor and the Servicer or, if not defined therein, in rules and regulations of the Indenture or the Trust Agreement to be dated as of September 27, 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 Commission thereunder (the "Owner TrusteeRULES AND REGULATIONS"). Such registration statement (as amended) is referred to herein as the "REGISTRATION STATEMENT"; the prospectus and prospectus supplement relating to the offering of the Securities constituting a part of the Registration Statement filed or to be filed by NMELC are collectively referred to herein as the "PROSPECTUS" and each of the prospectus and prospectus supplement is referred to as the "BASE PROSPECTUS" and the "PROSPECTUS SUPPLEMENT" respectively; and any reference herein to any amendment or supplement with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include any information deemed to be a part thereof pursuant to Rule 430A under the 1933 Act.

Introductory. Caterpillar Financial Funding CorporationAdvanta Business Receivables Corp., a Nevada corporation (the "Depositor"“Company”), proposes proposes, subject to the terms and conditions stated herein, to cause Caterpillar Financial Asset Trust 2007-A Advanta Business Card Master Trust, a Delaware common law trust (the "Issuing Entity") “Issuer”), to issue $19,798,000 200,000,000 aggregate principal amount of Advanta Business Card Master Trust AdvantaSeries Class B 6.18% A(2006-A7) Asset Backed Notes (the "“Class B A(2006-A7) Notes"” or the “Offered Notes”) and to sell $140,000,000 aggregate principal amount of Advanta Business Card Master Trust AdvantaSeries Class C(2006-C1) Asset Backed Notes (the “Class C(2006-C1) Notes” and together with the Class B Notes to M▇▇▇▇▇▇ LynchA(2006-A7) Notes, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriter"“Notes”). The assets Issuer is a common law trust formed pursuant to a Trust Agreement, dated as of the Issuing Entity will includeAugust 1, among other things, a pool of fixed-rate retail installment sale contracts and finance leases 2000 (the "Receivables"“Trust Agreement”) secured by new between the Company and used machinery manufactured primarily by Caterpillar Inc. Wilmington Trust Company, as owner trustee ("Caterpillar"the “Owner Trustee”), including rights as amended by Amendment No. 1 to receive certain payments with respect to such Receivablesthe Trust Agreement, and security interests in dated as of May 9, 2006, between the machinery financed by the Receivables (the "Financed Equipment"), Company 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")Owner Trustee. The Notes will be issued pursuant to the Indenture to be a Master Indenture, dated as of September August 1, 2007 2000 (as amended and supplemented from time to time, the "“Master Indenture"”), between the Issuing Entity Issuer and U.S. Deutsche Bank National AssociationTrust Company Americas, a national banking association as indenture trustee (the "“Indenture Trustee"”), as amended by Amendment No. Simultaneously 1 to the Master Indenture, dated as of May 9, 2006, between the Owner Trustee and the Indenture Trustee, as supplemented by the AdvantaSeries Indenture Supplement with respect to the issuance and sale Notes dated as of November 1, 2004 and, with respect to the Notes, as further supplemented by the Class B Notes A(2006-A7) Terms Document and the Class C(2006-C1) Terms Document, each dated as contemplated hereinof December 5, 2006 (the AdvantaSeries Indenture Supplement, together with such terms documents, 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," “Indenture Supplement” and together with the Class A-2a NotesMaster Indenture, the “Class A-2 NotesIndenture”), $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 assets of the Issuer will be sold include Receivables and payments thereon in a portfolio of MasterCard and VISA revolving business purpose credit card accounts originated by Advanta Bank Corp. The Receivables are transferred to the Issuer pursuant to an underwriting agreement (the "Class A Note Underwriting Agreement," together with this a Transfer and Servicing 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 August 1, 2007 2000 (as amended and supplemented from time to time, the "Sale “Transfer and Servicing Agreement"”), among the Issuing EntityCompany, Advanta Bank Corp. (“Advanta”), as servicer (in such capacity, the Depositor “Servicer”), and the Servicer orIssuer, if not defined thereinas amended by Amendment No. 1 to the Transfer and Servicing Agreement, in the Indenture or the Trust Agreement to be dated as of September 27May 9, 2007 (as amended and supplemented from time to time2006, among the Company, the "Trust Servicer and the Issuer. The Receivables transferred to the Issuer by the Company are acquired by the Company from Advanta, pursuant to a Receivables Purchase Agreement", dated as of August 1, 2000 (the “Receivables Purchase Agreement”), between the Depositor Company and The Bank Advanta. Advanta granted a security interest in the Receivables to the Indenture Trustee for the benefit of New York the Noteholders pursuant to a letter agreement dated as of August 1, 2000 (Delawarethe “Security Agreement”), a Delaware banking corporationbetween 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 administrator (in such capacity, the “Administrator”), and an affiliate of the Issuer. The Bank of New YorkTransfer and Servicing Agreement, a New York banking corporationthe Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Security Agreement and the Administration Agreement are referred to herein, collectively, as owner trustee under the Trust “Transaction 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 Transaction Documents. Advanta and the Company hereby agree with the underwriters for the Offered Notes listed on Schedule A hereto (the "Owner Trustee").“Underwriters”) as follows:

Introductory. Caterpillar Financial Funding Corporation, a Nevada corporation (the "DepositorSeller"), proposes to cause Caterpillar Financial Asset Trust 20072001-A (the "Issuing EntityTrust") to issue and sell $19,798,000 181,448,000 aggregate principal amount of Class B 6.18A-1 3.74% Asset Backed Notes (the "Class B A-1 Notes"), $134,000,000 aggregate principal amount of Class A-2 4.11% Asset Backed Notes (the "Class A-2 Notes") and to sell the $277,687,000 aggregate principal amount of Class B A-3 4.85% Asset Backed Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "UnderwriterClass A-3 Notes," together with the Class A-1 Notes and the Class A-2 Notes, the "Class A Notes") to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representative (the "Representative"). The assets of the Issuing Entity Trust 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 sold to the Issuing Entity Trust by the DepositorSeller. The Receivables will be serviced for the Issuing Entity Trust 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 July 1, 2007 2001 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity Trust and U.S. Bank One, National Association, a national banking association (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Class B A Notes as contemplated herein, the Issuing Entity Trust will issue $150,000,000 15,527,000 aggregate principal amount of 5.72% Class A-1 5.67225% B 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 B 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 $12,422,797 aggregate principal amount of Asset Backed Certificates (the "Certificates," together with the Notes sometimes referred to collectively herein as the ") Securities"), each such certificate representing a fractional undivided interest in the Issuing EntityTrust. The Class A B Notes will be sold pursuant to an underwriting agreement (the "Class A B Note Underwriting Agreement," together with this Agreement, the "Underwriting Agreements") among the Depositor Seller, CFSC and the underwriters named in Schedule I theretoGol▇▇▇▇, ▇achs & Co., as underwriter. 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 July 1, 2007 2001 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing EntityTrust, the Depositor Seller and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of September 27July 1, 2007 2001 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor Seller and The Chase Manhattan Bank of New York (Delaware)USA, National Association, a Delaware national banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, association as owner trustee under the Trust Agreement (the "Owner Trustee").

Introductory. Caterpillar Financial Funding CorporationWorld Omni Auto Leasing LLC, a Nevada Delaware limited liability company (the “Depositor”), and World Omni Financial Corp., a Florida corporation (the "Depositor"“World Omni”), proposes to cause Caterpillar Financial Asset Trust 2007-A 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 "Issuing Entity") “Representatives”), that the Depositor will sell to issue the Underwriters $19,798,000 179,640,000 aggregate principal amount of Class B 6.180.328% Asset Backed Notes Notes, Class A-1 (the "“Class B A-1 Notes") and to sell the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriter"). 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 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 $150,000,000 200,000,000 aggregate principal amount of Class A-1 5.672250.71% 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, Class A-2 (the “Class A-2 Notes”), $134,050,000 203,670,000 aggregate principal amount of Class A-3a 5.340.93% 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, Class A-3 (the “Class A-3 Notes," together with ”), $60,000,000 aggregate principal amount of 1.06% Asset Backed Notes, Class A-4 (the “Class A-4 Notes”) and $30,450,000 aggregate principal amount of 1.49% Asset Backed Notes, Class B (the “Class B Notes”) of World Omni Automobile Lease Securitization Trust 2012-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 A-2 B Notes are collectively referred to herein as the “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 issued pursuant to an underwriting agreement 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 Union Bank, N.A., as indenture trustee (in such capacity, the “Indenture Trustee”). The Depositor will retain the asset backed certificates (the "Class A “Certificates”) issued pursuant to a trust agreement, to be dated as of the Closing Date, between the Depositor and BNY Mellon Trust of Delaware, 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 Basic Documents (as defined below). The Notes will be secured by the assets of the Trust which will include, among other things, the Exchange Note Underwriting Agreement," together with this (as defined below). On the Closing Date, World Omni LT (“WOLT”) shall, pursuant to (i) that certain Fourth Amended and Restated Collateral Agency Agreement, dated as of December 15, 2009, as amended, by and among WOLT, Auto Lease Finance LLC (“ALF”), AL Holding Corp. (the "Underwriting Agreements"“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, restated, modified or supplemented from time to time, the “Collateral Agency Agreement”) and (ii) a 2012-A Exchange Note Supplement to Collateral Agency Agreement, to be dated as of the Closing Date, by and among ▇▇▇▇, ▇▇▇, the Closed-End Collateral Agent and the Closed-End Administrative Agent (as amended, restated, modified or supplemented from time to time, the “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 20, 2012 (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 underwriters named in Schedule I theretoTrust (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 2012-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, modified or supplemented from time to time, the “Exchange Note Servicing Supplement”), which supplements that certain Fifth Amended and Restated Servicing Agreement, dated as of December 15, 2009, among World Omni, as closed-end servicer, WOLT, as titling trust, and the Closed-End Collateral Agent (as amended, restated, modified or supplemented from time to time, including as supplemented by the Exchange Note Servicing Supplement, the “Servicing Agreement”). Capitalized terms used and herein that are not otherwise defined herein shall have the meanings ascribed thereto in (i) Appendix A to them in the Sale and Servicing Agreement to be dated as of September 1, 2007 Indenture or (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer or, ii) if not defined therein, in Appendix A to the Indenture or 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 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 Administration Agreement, to be dated as of September 27the Closing Date, 2007 (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 "Trust Agreement")Closing Date, between the Depositor Trust and The Bank Depository Trust Company. At or prior to the time when sales (including any contracts of New York sale) of the Notes were first made to investors by the Underwriters, which shall be deemed to be 1:00 p.m. on June 5, 2012, (Delawarethe “Time of Sale”), the Depositor had prepared the following information (together, as a Delaware banking corporationwhole, the “Time of Sale Information”): (i) the preliminary prospectus supplement dated May 29, 2012, and an affiliate the base prospectus dated May 29, 2012 (together, along with any information referred to under the caption “Static Pool Information” therein, the “Preliminary Prospectus”), and (ii) each “free writing prospectus” (as defined pursuant to Rule 405 of The Bank the Securities Act of New York, a New York banking corporation1933, as owner trustee under the Trust Agreement amended (the "Owner Trustee").the

Introductory. Caterpillar Financial Funding CorporationWorld Omni Auto Receivables LLC, a Nevada Delaware limited liability company (the “Depositor”), and World Omni Financial Corp., a Florida corporation (the "Depositor"“World Omni”), proposes to cause Caterpillar Financial Asset Trust 2007-A (the "Issuing Entity") to issue $19,798,000 aggregate principal amount of Class B 6.18% Asset Backed Notes (the "Class B Notes") and to sell the Class B Notes to Mhereby confirm their respective agreements with ▇▇▇▇▇▇▇ Lynch, Pierce▇▇▇▇▇▇, F▇▇▇▇▇▇ & S▇▇▇▇▇ Incorporated Incorporated, ▇.▇. ▇▇▇▇▇▇ Securities LLC and ▇▇▇▇▇ Fargo Securities, LLC and each of the other underwriters named in Schedule I hereto (collectively, the “Underwriters”) for whom you are acting as representatives (the "Underwriter"“Representatives”), with respect to the sale by the Depositor of $245,000,000 aggregate principal amount of 0.23000% Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), $275,000,000 aggregate principal amount of 0.43% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), $270,000,000 aggregate principal amount of 0.64% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”), $94,934,000 aggregate principal amount of 0.87% Asset Backed Notes, Class A-4 (the “Class A-4 Notes”) and $18,957,000 aggregate principal amount of 1.13% Asset Backed Notes, Class B (the “Class B Notes”) of World Omni Auto Receivables Trust 2013-A (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 Deutsche Bank Trust Company Americas, 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 U.S. Bank Trust National Association, as owner trustee (in such capacity, the “Owner Trustee”). The Certificates will be subordinated to the Notes to the extent described in the Basic Documents (as defined below). The assets of the Issuing Entity Trust will include, among other things, a pool of fixed-fixed rate retail installment sale contracts and finance leases (the "“Initial Receivables"”) secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, automobiles and security interests in the machinery light-duty trucks financed by the Receivables thereby (the "“Initial Financed Equipment"Vehicles”), 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 Corporationcertain monies received thereunder after April 16, a Delaware corporation 2013 (the "Servicer" or "CFSC"“Initial Cutoff Date”). The Notes will be issued pursuant to , and, if there is a funding period, additional fixed rate retail installment sale contracts (the Indenture to be dated as of September 1“Subsequent Receivables” and, 2007 (as amended and supplemented from time to timetogether with the Initial Receivables, the "Indenture"), between the Issuing Entity “Receivables”) secured by new and U.S. Bank National Association, a national banking association used automobiles and light-duty trucks financed thereby (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," “Subsequent Financed Vehicles” and together with the Class A-2a NotesInitial Financed Vehicles, the “Class A-2 NotesFinanced Vehicles”), $134,050,000 aggregate principal amount of Class A-3a 5.34% Asset Backed Notes and certain monies received thereunder after the related cutoff date (the "Class A-3a Notes"each, a “Subsequent Cutoff Date”) and $155,000,000 aggregate principal amount of Class A-3b Floating Rate Asset Backed Notes (monies on deposit in the "Class A-3b Notes," Reserve Account and together with the Class A-3a Notes, the “Class A-3 Notes," together with the Class A-1 Notes in certain other accounts and the Class A-2 Notes, other property and the "Class A Notes," and together with proceeds thereof to be conveyed to 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 Trust 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 the Closing Date (as amended and supplemented from time to time, the "“Sale and Servicing Agreement"), ”) among the Issuing EntityTrust, the Depositor and World Omni, as Servicer (the “Servicer”). Pursuant to the Sale and Servicing Agreement, the Depositor 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. 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 Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of September 27, 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 corporationTrust, and an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner Trustee")Note Depository Agreement.

Introductory. Caterpillar Financial Funding CorporationCapital Auto Receivables LLC, a Nevada corporation Delaware limited liability company (the "“Depositor",” which term with respect to matters prior to October 20, 2006, shall refer to Capital Auto Receivables, Inc., which was the predecessor of Capital Auto Receivables LLC), proposes to cause Caterpillar Financial Asset Trust 2007-A (sell to the "Issuing Entity") to issue Underwriters $19,798,000 [ ] aggregate principal amount balance of Class B 6.18% A-2 Asset Backed Notes (the "“Class A-2 Notes”), $[ ] aggregate principal balance of Class A-3 Asset Backed Notes (the “Class A-3 Notes”), $[ ] aggregate principal balance of Class A-4 Asset Backed Notes (the “Class A-4 Notes”, and together with Class A-2 Notes and the Class A-3 Notes, the “Class A Notes”), $[ ] aggregate principal balance of its Class B Asset Backed Notes (the “Class B Notes"”) and to sell $[ ] aggregate principal balance of its Class C Asset Backed Notes (the “Class C Notes” and together with the Class A Notes and the Class B Notes to M▇▇▇▇▇▇ LynchNotes, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated the “Offered Notes”) of the Capital Auto Receivables Asset Trust 20__-__ (the "Underwriter"“Trust”). The Trust is also issuing, concurrently with the Offered Notes, $[ ] aggregate principal balance of [Class A-1 Asset Backed Notes (the “Class A-1 Notes”) and] $[ ] aggregate principal balance of Class D Asset Backed Notes (the “Class D Notes”). The [Class A-1 Notes and] the Class D Notes will be sold in one or more private placements by the Depositor. The assets of the Issuing Entity Trust will include, among other things, a pool of fixed-rate retail installment sale sales contracts and finance leases (the "Receivables") secured by direct purchase money loans for new and used machinery manufactured primarily by Caterpillar Inc. automobiles and light trucks ("Caterpillar"the “Receivables”) and certain monies due or received thereunder on and after , 20___ (the “[Initial] Cutoff Date”), including rights such Receivables 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 Trust by the Depositor. The Receivables will be Depositor and serviced for by GMAC LLC (“GMAC” or the Issuing Entity by Caterpillar Financial Services “Servicer” and the term “GMAC,” with respect to matters prior to July 20, 2006, shall refer to General Motors Acceptance Corporation, a Delaware corporation (which was the "Servicer" or "CFSC"predecessor of GMAC LLC). The aggregate amount financed under the Receivables, exclusive of accrued interest, as of the [Initial] Cutoff Date will be $[ ]. The Offered Notes will be issued pursuant to the Indenture an indenture, to be dated as of September 1, 2007 the [Initial] Closing Date (as defined below) (as amended and supplemented from time to time, the "“Indenture"”), between the Issuing Entity Trust and U.S. Bank National Association[ ], a national banking association as indenture trustee (the "“Indenture Trustee"”). Simultaneously with the issuance The Trust has been formed pursuant to a trust agreement, dated as of , 20 (to be amended and sale restated as of the Class B Notes , 20 and 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," further amended and together with the Class A-2a Notessupplemented from time to time, the “Class A-2 NotesTrust Agreement”), $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 between the Depositor and [ ], as trustee, acting thereunder not in its individual capacity but solely as trustee of the underwriters named Trust (the “Owner Trustee”). GMAC will serve as the initial custodian of the Receivable Files (as defined in Schedule I thereto. Capitalized terms used a trust sale and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement servicing agreement, to be dated as of September 1, 2007 the [Initial] Closing Date (as amended and supplemented from time to time, the "“Trust Sale and Servicing Agreement"”), among the Issuing EntityDepositor, the Depositor Servicer and the Servicer or, if not defined therein, in the Indenture or Trust) pursuant to the Trust Sale and Servicing Agreement and a custodian agreement, to be dated as of September 27, 2007 the [Initial] Closing Date (as amended and supplemented from time to time, the "Trust “Custodian Agreement"”), between the Depositor Servicer and The Bank the Depositor. Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of New York (Delaware)Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporationany Preliminary Prospectus or the Final Prospectus, as owner trustee the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference. Certain terms used herein are defined in Section 15 hereof. Capitalized terms not otherwise defined in this Agreement shall have the meanings assigned to them in Part I of Appendix A to the Trust Agreement (the "Owner Trustee")Sale and Servicing Agreement.

Introductory. Caterpillar Financial Funding CorporationMercedes-Benz Trust Leasing LLC, a Nevada corporation Delaware limited liability company (the "Depositor"), proposes to cause Caterpillar Financial Asset Mercedes-Benz Auto Lease Trust 20072025-A B (the "Issuing Entity") to issue $19,798,000 aggregate 300,000,000 principal amount of Class B 6.18A-1 0.00% Asset Backed Notes (the "Class B A-1 Notes"), $160,000,000 principal amount of Class A-2A 3.86% Asset Backed Notes (the "Class A-2A Notes"), $315,000,000 principal amount of Class A-2B SOFR Rate + 0.37% Asset Backed Notes (the "Class A-2B Notes" and, together with the Class A-2A Notes, the "Class A-2 Notes"), $475,000,000 principal amount of Class A-3 3.88% Asset Backed Notes (the "Class A-3 Notes") and $77,500,000 principal amount of Class A-4 3.93% 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 Class B A-2 Notes, the Class A-3 Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated and the Class A-4 Notes in the respective amounts listed on Schedule I hereto (the "UnderwriterUnderwritten Notes") to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"). 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 October 1, 2025, between the Issuing Entity and U.S. Bank Trust Company, National Association, as indenture trustee (in such capacity, the "Indenture Trustee"). The assets of the Issuing Entity will include, among other things, the 2025-B Exchange Note (as defined below) backed by a pool of fixednew Mercedes-rate retail installment sale contracts Benz passenger car and finance sport utility vehicle 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 thereofrelated leased vehicles. The Receivables will be transferred to Simultaneously with the Issuing Entity by issuance and sale of the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services CorporationNotes as contemplated herein, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued pursuant to the Indenture to be dated as of September 1, 2007 an Amended and Restated Trust Agreement (as amended and supplemented from time to time, the "IndentureTrust Agreement"), dated October 1, 2025, between the Issuing Entity Depositor and U.S. Bank Wilmington Trust, National Association, a national banking association as owner trustee (in such capacity, the "Indenture Owner 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 asset backed certificates (the "Certificates") ), each such certificate Certificate representing a fractional undivided beneficial interest in the Issuing Entity, to the Depositor. The Class A Notes will be sold pursuant to an underwriting agreement Mercedes-Benz Vehicle Trust, the titling trust (the "Class A Note Underwriting Agreement," together with this AgreementTitling Trust"), is governed by the Amended and Restated Trust Agreement (as amended and supplemented from time to time, the "Underwriting AgreementsTitling Trust Agreement"), dated as of January 31, 2023, among Mercedes-Benz Financial Services 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, as trustee (the "Titling Trustee"). On October 22, 2025 (the "2025-B Closing Date"), the Titling Trust, as borrower (the "Borrower") shall, pursuant to (i) that certain Second Amended and Restated Collateral Agency Agreement (as amended and supplemented from time to time, the "Basic Collateral Agency Agreement"), dated as of May 1, 2023, 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 Collateral Title Co., as collateral agent (the "Collateral Agent") and (ii) a 2025-B Exchange Note Supplement (as amended and supplemented from time to time, the "Exchange Note Supplement"), dated as of October 1, 2025, among the Borrower, the Administrative Agent, the Collateral Agent, the Lender, the Servicer and the Indenture Trustee, issue a 2025-B Exchange Note (the "2025-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 2025-B Exchange Note shall be paid from collections on the Titling Trust Assets allocated to the 2025-B Reference Pool as of the close of business on August 31, 2025 (the "2025-B Cutoff Date"). The Lender will sell the 2025-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 October 1, 2025, between the Lender and the Depositor, and the Depositor will sell the 2025-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 October 1, 2025, between the Depositor and the underwriters named in Schedule I theretoIssuing Entity. MBFS USA will continue to service the Titling Trust Assets allocated to the 2025-B Reference Pool pursuant to a 2025-B Servicing Supplement (as amended and supplemented from time to time, the "2025-B Servicing Supplement"), dated as of October 1, 2025, among the Servicer, the Lender, the Borrower and the Collateral Agent, which supplements that certain Second Amended and Restated Servicing Agreement (as amended and supplemented from time to time, the "Basic Servicing Agreement"), dated as of May 1, 2023, 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 October 1, 2025 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 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 Exchange Note Supplement or, if not defined therein, in Appendix A to the Indenture or the Trust Agreement to be dated as of September 27, 2007 (as amended and supplemented from time to time, the "Trust Basic Collateral Agency 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").

Introductory. Caterpillar Financial Funding CorporationAmerican Honda Receivables LLC, a Nevada corporation Delaware limited liability company (the "Depositor"“Company”), proposes proposes, subject to the terms and conditions stated herein, to cause Caterpillar Financial Asset the Honda Auto Receivables 2014-1 Owner Trust 2007-A (the "Issuing Entity"“Trust”) to issue sell $19,798,000 416,000,000 aggregate principal amount of Class B 6.180.19000% Asset Backed Notes Notes, Class A-1 (the "“Class B A-1 Notes"”), $511,000,000 aggregate principal amount of 0.41% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), $390,000,000 aggregate principal amount of 0.67% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”) and to sell $183,000,000 aggregate principal amount of 1.04% Asset Backed Notes, Class A-4 (the “Class A-4 Notes” and together with the Class B A-1 Notes, Class A-2 Notes and the Class A-3 Notes, the “Notes”) to Mthe several underwriters set forth on Schedule A (each, an “Underwriter”), for which ▇.▇. ▇▇▇▇▇▇ LynchSecurities LLC, PierceBNP Paribas Securities Corp. and Deutsche Bank Securities Inc. are each acting as a representative (in such capacity, Feach a “Representative” and collectively, the “Representatives”), pursuant to the terms of this underwriting agreement dated February 19, 2014 by and among the Company, American Honda Finance Corporation (“AHFC”), ▇.▇. ▇▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriter"). The assets Securities LLC, BNP Paribas Securities Corp. and Deutsche Bank Securities Inc., acting on behalf of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts themselves 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 as Representatives for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation several Underwriters (the "Servicer" or "CFSC"this “Agreement”). The Notes will be issued pursuant to the Indenture to be Indenture, dated as of September 1February 27, 2007 2014 (as amended and supplemented from time to time, the "“Indenture"”), between the Issuing Entity Trust and U.S. Bank National AssociationCitibank, a national banking association N.A. (the "“Indenture Trustee"”). Simultaneously Concurrently with the issuance and sale of the Class B Notes as contemplated herein, the Issuing Entity Trust will issue $150,000,000 38,461,539.71 aggregate principal amount of Class A-1 5.67225% Asset Backed Notes certificates of beneficial interest (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 NotesCertificates”), $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 an interest in the Issuing EntityOwner Trust Estate. The Class A Notes Company will retain the Certificates. The Certificates will be sold issued pursuant to an underwriting agreement the Amended and Restated Trust Agreement, dated February 27, 2014 (the "Class A Note Underwriting “Trust 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 EntityCompany, the Depositor and the Servicer orUnion Bank, if not defined therein, in the Indenture or the Trust Agreement to be dated as of September 27, 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 corporationN.A., as owner trustee under (in such capacity, the Trust Agreement (the "“Owner Trustee"”) and U.S. Bank Trust National Association, as Delaware trustee (in such capacity, the “Delaware Trustee”). The Certificates are subordinated to the Notes.

Introductory. Caterpillar Financial Funding CorporationAmerican Honda Receivables LLC, a Nevada corporation Delaware limited liability company (the "Depositor"“Company”), proposes proposes, subject to the terms and conditions stated herein, to cause Caterpillar Financial Asset the Honda Auto Receivables 2013-1 Owner Trust 2007-A (the "Issuing Entity"“Trust”) to issue sell $19,798,000 343,000,000 aggregate principal amount of Class B 6.180.20000% Asset Backed Notes Notes, Class A-1 (the "“Class B A-1 Notes"”), $390,000,000 aggregate principal amount of 0.35% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), $382,000,000 aggregate principal amount of 0.48% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”) and to sell $135,000,000 aggregate principal amount of 0.62% Asset Backed Notes, Class A-4 (the “Class A-4 Notes” and together with the Class B 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 M▇▇▇▇▇▇ Lynch, PierceP▇▇▇▇▇, F▇▇▇▇▇ & S▇▇▇▇ Incorporated and Barclays Capital Inc. are each acting as a representative (in such capacity, each a “Representative” and collectively, the "Underwriter"). 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"“Representatives”), including rights pursuant to receive certain payments with respect to such Receivablesthe terms of this underwriting agreement dated January 16, 2013 by and security interests in among the machinery financed by the Receivables Company, American Honda Finance Corporation (the "Financed Equipment"“AHFC”), M▇▇▇▇▇▇ Lynch, P▇▇▇▇▇, F▇▇▇▇▇ & S▇▇▇▇ Incorporated and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced Barclays Capital Inc., acting on behalf of themselves and as Representatives for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation several Underwriters (the "Servicer" or "CFSC"this “Agreement”). The Notes will be issued pursuant to the Indenture to be Indenture, dated as of September 1January 23, 2007 2013 (as amended and supplemented from time to time, the "“Indenture"”), between the Issuing Entity Trust and U.S. Bank National AssociationUnion Bank, a national banking association N.A. (the "“Indenture Trustee"”). Simultaneously Concurrently with the issuance and sale of the Class B Notes as contemplated herein, the Issuing Entity Trust will issue $150,000,000 32,051,293.34 aggregate principal amount of Class A-1 5.67225% Asset Backed Notes certificates of beneficial interest (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 NotesCertificates”), $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 an interest in the Issuing EntityOwner Trust Estate. The Class A Notes Company will retain the Certificates. The Certificates will be sold issued pursuant to an underwriting agreement the Amended and Restated Trust Agreement, dated January 23, 2013 (the "Class A Note Underwriting “Trust 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 EntityCompany, the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of September 27, 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 corporationMellon, as owner trustee under (in such capacity, the Trust Agreement (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.

Introductory. Caterpillar Financial Funding CorporationAdvanta Business Receivables Corp., a Nevada corporation (the "Depositor“Company"), proposes proposes, subject to the terms and conditions stated herein, to cause Caterpillar Financial Asset Trust 2007-A Advanta Business Card Master Trust, a Delaware common law trust (the "Issuing Entity") “Issuer”), to issue $19,798,000 140,000,000 aggregate principal amount of Advanta Business Card Master Trust AdvantaSeries Class B 6.18% C(2006-C1) Asset Backed Notes (the “Class C(2006-C1) Notes” or the “Offered Notes”) and $200,000,000 aggregate principal amount of Advanta Business Card Master Trust AdvantaSeries Class A(2006-A7) Asset Backed Notes (the "Class B A(2006-A7) Notes") ” and to sell together with the Class B Notes to M▇▇▇▇▇▇ LynchC(2006-C1) Notes, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriter"“Notes”). The assets Issuer is a common law trust formed pursuant to a Trust Agreement, dated as of the Issuing Entity will includeAugust 1, among other things, a pool of fixed-rate retail installment sale contracts and finance leases 2000 (the "Receivables"“Trust Agreement”) secured by new between the Company and used machinery manufactured primarily by Caterpillar Inc. Wilmington Trust Company, as owner trustee ("Caterpillar"the “Owner Trustee”), including rights as amended by Amendment No. 1 to receive certain payments with respect to such Receivablesthe Trust Agreement, and security interests in dated as of May 9, 2006, between the machinery financed by the Receivables (the "Financed Equipment"), Company 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")Owner Trustee. The Notes will be issued pursuant to the Indenture to be a Master Indenture, dated as of September August 1, 2007 2000 (as amended and supplemented from time to time, the "“Master Indenture"”), between the Issuing Entity Issuer and U.S. Deutsche Bank National AssociationTrust Company Americas, a national banking association as indenture trustee (the "“Indenture Trustee"”), as amended by Amendment No. Simultaneously 1 to the Master Indenture, dated as of May 9, 2006, between the Owner Trustee and the Indenture Trustee, as supplemented by the AdvantaSeries Indenture Supplement with respect to the issuance and sale Notes dated as of November 1, 2004 and, with respect to the Notes, as further supplemented by the Class B Notes C(2006-C1) Terms Document and by the Class A(2006-A7) Terms Document, each dated as contemplated hereinof December 5, 2006 (the AdvantaSeries Indenture Supplement, together with such terms documents, 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," “Indenture Supplement” and together with the Class A-2a NotesMaster Indenture, the “Class A-2 NotesIndenture”), $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 assets of the Issuer will be sold include Receivables and payments thereon in a portfolio of MasterCard and VISA revolving business purpose credit card accounts originated by Advanta Bank Corp. The Receivables are transferred to the Issuer pursuant to an underwriting agreement (the "Class A Note Underwriting Agreement," together with this a Transfer and Servicing 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 August 1, 2007 2000 (as amended and supplemented from time to time, the "Sale “Transfer and Servicing Agreement"), among the Issuing EntityCompany, Advanta Bank Corp. (“Advanta"), as servicer (in such capacity, the Depositor “Servicer"), and the Servicer orIssuer, if not defined thereinas amended by Amendment No. 1 to the Transfer and Servicing Agreement, in the Indenture or the Trust Agreement to be dated as of September 27May 9, 2007 (as amended and supplemented from time to time2006, among the Company, the "Trust Servicer and the Issuer. The Receivables transferred to the Issuer by the Company are acquired by the Company from Advanta, pursuant to a Receivables Purchase Agreement", dated as of August 1, 2000 (the “Receivables Purchase Agreement”), between the Depositor Company and The Bank Advanta. Advanta granted a security interest in the Receivables to the Indenture Trustee for the benefit of New York the Noteholders pursuant to a letter agreement dated as of August 1, 2000 (Delawarethe “Security Agreement”), a Delaware banking corporationbetween 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 administrator (in such capacity, the “Administrator”), and an affiliate of the Issuer. The Bank of New YorkTransfer and Servicing Agreement, a New York banking corporationthe Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Security Agreement and the Administration Agreement are referred to herein, collectively, as owner trustee under the Trust “Transaction 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 Transaction Documents. Advanta and the Company hereby agree with the underwriters for the Offered Notes listed on Schedule A hereto (the "Owner Trustee").“Underwriters”) as follows:

Introductory. Caterpillar Financial Funding CorporationChase Manhattan Bank USA, National Association, a Nevada corporation national banking association (the "DepositorBank"), proposes to cause Caterpillar Financial Asset form Chase Manhattan Auto Owner Trust 20071998-A (the "Issuing EntityTrust") to issue sell $19,798,000 30,620,164.79 aggregate principal amount of Class B 6.186.000% Asset Backed Notes Certificates (the "Class B Notes") and to sell the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "UnderwriterCertificates"), each representing a fractional undivided interest in the Trust. The assets of the Issuing Entity Trust will include, among other things, a pool of fixed-rate simple interest retail installment sale sales contracts and finance leases purchase money notes and other notes (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 automobiles (the "Financed EquipmentVehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), and the proceeds thereof. The such Receivables will to be transferred to the Issuing Entity Trust and serviced by the DepositorBank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables will be serviced for as of the Issuing Entity by Caterpillar Financial Services Corporationclose of business on February 1, a Delaware corporation 1998 (the "Servicer" or Cut-off Date"CFSC) was equal to $1,012,620,164.79. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement to be dated as of February 1, 1998 (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and Wilmington Trust Company, as owner trustee (the "Owner Trustee"). The Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $238,000,000.00 aggregate principal amount of Class A-1 5.549% Asset Backed Notes will be issued (the "Class A-1 Notes"), $204,000,000.00 aggregate principal amount of Class A-2 5.679% Asset Backed Notes (the "Class A-2 Notes"), $294,000,000.00 aggregate principal amount of Class A-3 5.700% Asset Backed Notes (the "Class A-3 Notes") and $246,000,000.00 aggregate principal amount of Class A-4 5.800% 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 September February 1, 2007 1998 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity Trust and U.S. Norwest Bank Minnesota, National Association, a national banking association as indenture trustee (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 which will be sold pursuant to an underwriting agreement dated the date hereof (the "Class A Note Underwriting Agreement," "; together with this Agreement, the "Underwriting Agreements") among the Depositor Bank and the underwriters named in Schedule I theretotherein (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 ascribed assigned to them such terms in the Sale and Servicing Agreement to be dated as of September February 1, 2007 1998 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among between the Issuing Entity, the Depositor Trust and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of September 27, 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 corporationBank, as owner trustee under Seller and Servicer. This is to confirm the Trust Agreement (agreement concerning the "Owner Trustee")purchase of the Certificates from the Bank by the Underwriter.

Introductory. Caterpillar Financial Funding CorporationCNH Capital Receivables Inc., a Nevada Delaware corporation (the "DepositorSeller"), proposes to cause Caterpillar Financial Asset CNH Equipment Trust 20072002-A B (the "Issuing EntityTrust") to issue and sell $19,798,000 aggregate 270,000,000 principal amount of 1.40625% Class B 6.18% A-1 Asset Backed Notes (the "A-1 Notes"), $270,000,000 principal amount of 1.86000% Class B A-2 Asset Backed Notes (the "A-2 Notes"), $305,000,000 principal amount of Floating Rate Class A-3 Asset Backed Notes (the "A-3 Notes"), $186,250,000 principal amount of Floating Rate Class A-4 Asset Backed Notes (the "A-4 Notes") and to sell the $35,750,000 principal amount of 4.12000% Class B Asset Backed Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "UnderwriterB Notes" and, together 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 "Underwriters"), for whom you are acting as representatives (the "Representatives"). The assets of the Issuing Entity will Trust include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new or used agricultural or construction equipment and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and the related security interests in the machinery equipment financed by the Receivables (the "Financed Equipment"), and the proceeds thereofthereby. The Receivables will be transferred were sold to the Issuing Entity Trust by the DepositorSeller. The Receivables will be are serviced for the Issuing Entity Trust by Caterpillar Financial Services Case Credit Corporation, a Delaware corporation ("Case Credit"). Case Credit has appointed New Holland Credit Company, LLC, a Delaware limited liability company ("New Holland"), to act as subservicer of Receivables that were originated by New Holland (the "Servicer" or "CFSCNH Receivables"). The Notes will be issued pursuant to the Indenture to be dated as of September November 1, 2007 2002 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity Trust and U.S. JPMorgan Chase Bank National Association, a national banking association (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Class B Notes as contemplated hereinin this Agreement, the Issuing Entity Trust will issue $150,000,000 aggregate principal amount of Class A-1 5.672254.12000% 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 an amount of $33,000,000 to the Issuing EntitySeller. The Class A Notes will be sold pursuant and the Certificates are sometimes referred to an underwriting agreement (herein as the "Class A Note Underwriting Agreement,Securities." 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 November 1, 2007 2002 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing EntityTrust, the Depositor Seller and the Servicer Case Credit, as servicer, or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of September 27November 1, 2007 2002 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor Seller 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").

Introductory. Caterpillar Financial Funding CorporationWorld Omni Auto Receivables LLC, a Nevada corporation Delaware limited liability company (the "DepositorSeller") and World Omni Financial Corp., a Florida corporation ("World Omni"), proposes to cause Caterpillar Financial Asset Trust 2007-A hereby confirm their respective agreements with Credit Suisse First Boston LLC and each of the other underwriters named in Schedule I hereto (collectively, the "Underwriters"), for whom you are acting as representative (the "Issuing EntityRepresentative") ), with respect to issue the sale by the Seller to the Underwriters of $19,798,000 189,000,000 aggregate principal amount of Class B 6.181.30% Asset Backed Notes, Class A-1 (the "Class A-1 Notes"), $156,000,000 aggregate principal amount of 1.46% Asset Backed Notes, Class A-2 (the "Class A-2 Notes"), $257,000,000 aggregate principal amount of 1.98% Asset Backed Notes, Class A-3 (the "Class A-3 Notes") and $139,300,000 aggregate principal amount of 2.58% Asset Backed Notes, Class A-4 (the "Class A-4 Notes" and, together with the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes, the "Class A Notes") and $43,725,000 aggregate principal amount of 2.35% Asset Backed Notes, Class B (the "Class B Notes" and, together with the Class A Notes, the "Notes") and to sell of the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated World Omni Auto Receivables Trust 2003-A (the "UnderwriterTrust") under the terms and conditions herein contained. 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 The Bank of New York, as indenture trustee (in such capacity, the "Indenture Trustee"). The Seller 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 Seller and U.S. Bank Trust National Association, as owner trustee (in such capacity, the "Owner Trustee"). The Certificates will be subordinated to the Notes to the extent described in the Basic Documents (as defined below). The assets of the Issuing Entity Trust will include, among other things, a pool of fixed-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, automobiles and security interests in the machinery light-duty trucks financed by the Receivables thereby (the "Financed EquipmentVehicles"), 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 Corporationcertain monies received thereunder after February 28, a Delaware corporation 2003 (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 "IndentureCutoff Date"), between monies on deposit in the Issuing Entity Reserve Account 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 in certain other accounts and the Class A-2 Notes, other property and the "Class A Notes," and together with proceeds thereof to be conveyed to 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 Trust 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 the Closing Date (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), ) among the Issuing EntityTrust, the Depositor Seller and World Omni, as Servicer (the "Servicer"). Pursuant to the Sale and Servicing Agreement, the Seller will sell the Receivables to the Trust and the Servicer orwill service the Receivables on behalf of the Trust. In addition, if 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 therein, shall have the meanings ascribed thereto in the Indenture Sale and Servicing Agreement. The Receivables were originated or acquired by World Omni. World Omni will sell the Trust Receivables to the Seller pursuant to the terms of the Receivables Purchase Agreement (the "Receivables Purchase Agreement") to be dated as of September 27, 2007 (as amended and supplemented from time to time, the "Trust Agreement"), Closing Date between the Depositor Seller 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")World Omni.

Introductory. Caterpillar Financial Funding CorporationMercedes-Benz Trust Leasing LLC, a Nevada corporation Delaware limited liability company (the "Depositor"), proposes to cause Caterpillar Financial Asset Mercedes-Benz Auto Lease Trust 20072025-A (the "Issuing Entity") to issue $19,798,000 aggregate 232,580,000 principal amount of Class B 6.18A-1 0.00% Asset Backed Notes (the "Class B A-1 Notes"), $315,320,000 principal amount of Class A-2A 4.57% Asset Backed Notes (the "Class A-2A Notes"), $175,000,000 principal amount of Class A-2B SOFR Rate + 0.52% Asset Backed Notes (the "Class A-2B Notes" and, together with the Class A-2A Notes, the "Class A-2 Notes"), $490,320,000 principal amount of Class A-3 4.61% Asset Backed Notes (the "Class A-3 Notes") and $78,880,000 principal amount of Class A-4 4.69% 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 Class B A-2 Notes, the Class A-3 Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated and the Class A-4 Notes in the respective amounts listed on Schedule I hereto (the "UnderwriterUnderwritten Notes") to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"). 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 May 1, 2025, between the Issuing Entity and U.S. Bank Trust Company, National Association, as indenture trustee (in such capacity, the "Indenture Trustee"). The assets of the Issuing Entity will include, among other things, the 2025-A Exchange Note (as defined below) backed by a pool of fixednew Mercedes-rate retail installment sale contracts Benz passenger car and finance sport utility vehicle 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 thereofrelated leased vehicles. The Receivables will be transferred to Simultaneously with the Issuing Entity by issuance and sale of the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services CorporationNotes as contemplated herein, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued pursuant to the Indenture to be dated as of September 1, 2007 an Amended and Restated Trust Agreement (as amended and supplemented from time to time, the "IndentureTrust Agreement"), dated May 1, 2025, between the Issuing Entity Depositor and U.S. Bank Wilmington Trust, National Association, a national banking association as owner trustee (in such capacity, the "Indenture Owner 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 asset backed certificates (the "Certificates") ), each such certificate Certificate representing a fractional undivided beneficial interest in the Issuing Entity, to the Depositor. The Class A Notes will be sold pursuant to an underwriting agreement Mercedes-Benz Vehicle Trust, the titling trust (the "Class A Note Underwriting Agreement," together with this AgreementTitling Trust"), is governed by the Amended and Restated Trust Agreement (as amended and supplemented from time to time, the "Underwriting AgreementsTitling Trust Agreement"), dated as of January 31, 2023, among Mercedes-Benz Financial Services 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, as trustee (the "Titling Trustee"). On May 21, 2025 (the "2025-A Closing Date"), the Titling Trust, as borrower (the "Borrower") shall, pursuant to (i) that certain Second Amended and Restated Collateral Agency Agreement (as amended and supplemented from time to time, the "Basic Collateral Agency Agreement"), dated as of May 1, 2023, 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 Collateral Title Co., as collateral agent (the "Collateral Agent") and (ii) a 2025-A Exchange Note Supplement (as amended and supplemented from time to time, the "Exchange Note Supplement"), dated as of May 1, 2025, among the Borrower, the Administrative Agent, the Collateral Agent, the Lender, the Servicer and the Indenture Trustee, issue a 2025-A Exchange Note (the "2025-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 2025-A Exchange Note shall be paid from collections on the Titling Trust Assets allocated to the 2025-A Reference Pool as of the close of business on March 31, 2025 (the "2025-A Cutoff Date"). The Lender will sell the 2025-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 May 1, 2025, between the Lender and the Depositor, and the Depositor will sell the 2025-A 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 May 1, 2025, between the Depositor and the underwriters named in Schedule I theretoIssuing Entity. MBFS USA will continue to service the Titling Trust Assets allocated to the 2025-A Reference Pool pursuant to a 2025-A Servicing Supplement (as amended and supplemented from time to time, the "2025-A Servicing Supplement"), dated as of May 1, 2025, among the Servicer, the Lender, the Borrower and the Collateral Agent, which supplements that certain Second Amended and Restated Servicing Agreement (as amended and supplemented from time to time, the "Basic Servicing Agreement"), dated as of May 1, 2023, 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 May 1, 2025 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 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 Exchange Note Supplement or, if not defined therein, in Appendix A to the Indenture or the Trust Agreement to be dated as of September 27, 2007 (as amended and supplemented from time to time, the "Trust Basic Collateral Agency 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").

Introductory. Caterpillar Financial Funding Corporation, a Nevada corporation (the "DepositorSELLER"), proposes to cause Caterpillar Financial Asset Trust 20071997-A B (the "Issuing EntityTRUST") to issue and sell $19,798,000 81,000,000 aggregate principal amount of Class B 6.18A-1 5.805% Asset Backed Notes (the "CLASS A-1 NOTES"), $110,900,000 aggregate principal amount of Class B NotesA-2 6.018% Asset Backed Notes (the "CLASS ▇- ▇ NOTES") and to sell the $102,091,000 aggregate principal amount of Class B A-3 6.16% Asset Backed Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "UnderwriterCLASS A-3 NOTES", and together with the Class A-2 Notes and the Class A-3 Notes, the "CLASS A NOTES") to the several underwriters named in Schedule I hereto (the "UNDERWRITERS"), for whom you are acting as representative (the "REPRESENTATIVE"). The assets of the Issuing Entity Trust will include, among other things, a pool of fixed-fixed rate retail installment sale contracts and finance leases (the "ReceivablesRECEIVABLES") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("CaterpillarCATERPILLAR"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed EquipmentFINANCED EQUIPMENT"), and the proceeds thereof. The Receivables will be transferred sold to the Issuing Entity Trust by the DepositorSeller. The Receivables will be serviced for the Issuing Entity Trust by Caterpillar Financial Services Corporation, a Delaware corporation (the "ServicerSERVICER" or "CFSC"). The Notes will be issued pursuant to the Indenture to be dated as of September November 1, 2007 1997 (as amended and supplemented from time to time, the "IndentureINDENTURE"), between the Issuing Entity Trust and U.S. The First National Bank National Associationof Chicago, a national banking association (the "Indenture TrusteeINDENTURE TRUSTEE"). Simultaneously with the issuance and sale of the Class B A Notes as contemplated herein, the Issuing Entity Trust will issue $150,000,000 12,577,000 aggregate principal amount of 6.35% Class A-1 5.67225% B Asset Backed Notes (the "CLASS B NOTES"; together with the Class A-1 A Notes, the "), NOTES") and $75,000,000 7,861,558 aggregate principal amount of Class A-2a 5.406.35% 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 "CertificatesCERTIFICATES") ; together with the Notes sometimes referred to collectively herein as the "SECURITIES"), each such certificate representing a fractional undivided interest in the Issuing EntityTrust. The Class A B Notes will be sold pursuant to an underwriting agreement (the "Class A Note Underwriting Agreement," CLASS B NOTE UNDERWRITING AGREEMENT"; together with this Underwriting Agreement, the "Underwriting AgreementsUNDERWRITING AGREEMENTS") among the Depositor Seller, CFSC 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 November 1, 2007 1997 (as amended and supplemented from time to time, the "Sale and Servicing AgreementSALE AND SERVICING AGREEMENT"), among the Issuing EntityTrust, the Depositor Seller and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of September 27November 1, 2007 1997 (as amended and supplemented from time to time, the "Trust AgreementTRUST AGREEMENT"), between the Depositor Seller and The Chase Manhattan Bank of New York (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, corporation as owner trustee under the Trust Agreement (the "Owner TrusteeOWNER TRUSTEE").

Introductory. Caterpillar Financial Funding CorporationCNH Capital Receivables Inc., a Nevada Delaware corporation (the "DepositorSeller"), proposes to cause Caterpillar Financial Asset CNH Equipment Trust 20072000-A B (the "Issuing EntityTrust") to issue and sell $19,798,000 aggregate 107,000,000 principal amount of Class B 6.18A-1 6.66% Asset Backed Notes (the "A-1 Notes"), $353,000,000 principal amount of Class B A-2 6.87% Asset Backed Notes (the "A-2 Notes"), $244,000,000 principal amount of Class A-3 6.88% Asset Backed Notes (the "A-3 Notes"), $231,000,000 principal amount of Class A-4 6.95% Asset Backed Notes (the "A-4 Notes") and to sell the $42,500,000 principal amount of Class B 7.14% Asset Backed Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "UnderwriterB Notes"; together 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 "Underwriters"), for whom you are acting as representative (the "Representative"). The assets of the Issuing Entity will Trust include, among other things, a pool of fixed-rate retail installment sale contracts and finance full payout leases (the "Receivables") secured by new or used agricultural, construction or other equipment and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and the related security interests in the machinery equipment financed by the Receivables (the "Financed Equipment"), and the proceeds thereofthereby. The Receivables will be transferred were sold to the Issuing Entity Trust by the DepositorSeller. The Receivables will be are serviced for the Issuing Entity Trust by Caterpillar Financial Services Case Credit Corporation, a Delaware corporation ("Case Credit"). Case Credit has appointed New Holland Credit Company, LLC, a Delaware limited liability company ("New Holland"), to act as subservicer of Receivables that were originated by New Holland (the "Servicer" or "CFSCNH Receivables"). The Notes will be issued pursuant to the Indenture to be dated as of September 1, 2007 2000 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity Trust and U.S. Bank One, National Association, a national banking association Association (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Class B Notes as contemplated hereinin this Agreement, the Issuing Entity Trust will issue $150,000,000 aggregate principal amount of Class A-1 5.672257.14% 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 an amount of $22,500,000 to the Issuing EntitySeller. The Class A Notes will be sold pursuant and the Certificates are sometimes referred to an underwriting agreement (herein as the "Class A Note Underwriting Agreement,Securities." 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 2000 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing EntityTrust, the Depositor Seller and the Servicer Case Credit, as servicer, or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of September 271, 2007 2000 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor Seller 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").

Introductory. Caterpillar Financial Funding Corporation, a Nevada corporation (the "DepositorClass A-2 Notes"), proposes to cause Caterpillar Financial Asset Trust 2007-A (the "Issuing Entity") to issue $19,798,000 235,000,000 aggregate principal amount of Class B 6.182.20% Asset Backed Notes, Class A-3 (the "Class A-3 Notes") and $201,000,000 aggregate principal amount of 2.87% Asset Backed Notes, Class A-4 (the "Class A-4 Notes" and, together with the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes, the "Class A Notes") and $39,100,000 aggregate principal amount of 2.56% Asset Backed Notes, Class B (the "Class B Notes" and, together with the Class A Notes, the "Notes") and to sell of the Class World Omni Auto Receivables Trust 2003-B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "UnderwriterTrust") under the terms and conditions herein contained. 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 The Bank of New York, as indenture trustee (in such capacity, the "Indenture Trustee"). The Seller 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 Seller and Chase Manhattan Bank USA, National Association, as owner trustee (in such capacity, the "Owner Trustee"). The Certificates will be subordinated to the Notes to the extent described in the Basic Documents (as defined below). The assets of the Issuing Entity Trust will include, among other things, a pool of fixed-fixed rate retail installment sale contracts (the "Initial Receivables") secured by new and finance leases used automobiles and light-duty trucks financed thereby (the "Initial Financed Vehicles"), and certain monies received thereunder after October 16, 2003 (the "Initial Cutoff Date"), and additional fixed rate retail installment sale contracts (the "Subsequent Receivables" and together with the Initial Receivables, 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, automobiles and security interests in the machinery light-duty trucks financed by the Receivables thereby (the "Subsequent 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 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,Vehicles" and together with the Class A-2a NotesInitial Financed Vehicles, the “Class A-2 Notes”"Financed Vehicles"), $134,050,000 aggregate principal amount of Class A-3a 5.34% Asset Backed Notes and certain monies received thereunder on or after the related cutoff date (the each, a "Class A-3a NotesSubsequent Cutoff Date") and $155,000,000 aggregate principal amount of Class A-3b Floating Rate Asset Backed Notes (monies on deposit in the "Class A-3b Notes," Reserve Account and together with the Class A-3a Notes, the “Class A-3 Notes," together with the Class A-1 Notes in certain other accounts and the Class A-2 Notes, other property and the "Class A Notes," and together with proceeds thereof to be conveyed to 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 Trust 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 the Closing Date (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), ) among the Issuing EntityTrust, the Depositor Seller and World Omni, as Servicer (the "Servicer"). Pursuant to the Sale and Servicing Agreement, the Seller will sell the Receivables to the Trust and the Servicer orwill service the Receivables on behalf of the Trust. In addition, if 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 therein, shall have the meanings ascribed thereto in the Indenture Sale and Servicing Agreement. The Receivables were or will be originated or acquired by World Omni. World Omni will sell the Trust Receivables to the Seller pursuant to the terms of the Receivables Purchase Agreement (the "Receivables Purchase Agreement") to be dated as of September 27, 2007 (as amended and supplemented from time to time, the "Trust Agreement"), Closing Date between the Depositor Seller 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")World Omni.

Introductory. Caterpillar Financial Funding CorporationKey Bank USA, a Nevada corporation (the "Depositor"), proposes to cause Caterpillar Financial Asset Trust 2007-A (the "Issuing Entity") to issue $19,798,000 aggregate principal amount of Class B 6.18% Asset Backed Notes (the "Class B Notes") and to sell the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriter"). 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 National Association, a national banking association (the "Indenture TrusteeSeller"). Simultaneously with , proposes to cause KeyCorp Student Loan Trust 1999-A (the issuance "Trust") to issue and sale of the Class B Notes as contemplated herein, the Issuing Entity will issue sell $150,000,000 aggregate 34,600,000 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 its 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 hereto (as amended and supplemented from time to time, the "Sale and Servicing AgreementUnderwriters"), for whom you (the "Representative") are acting as representative. The assets of the Trust include, among other things, a pool of law school, medical school, dental school, graduate business school and other graduate school student loans (the Issuing Entity"Financed Student Loans") and certain monies due thereunder on and after January 1, 1999 (the Depositor "Cutoff Date"). Such Financed Student Loans were sold to the Eligible Lender Trustee (as defined below) on behalf of the Trust by the Seller and are to be serviced by Pennsylvania Higher Education Assistance Agency, an agency of the Servicer or, if not defined thereinCommonwealth of Pennsylvania ("PHEAA" and, in such capacity as a servicer, "Servicer") and EFS Services, Inc., a wholly owned subsidiary of EFS, Inc. of Indiana ("EFS" and, in such capacity as a servicer, a "Servicer"). The Certificates will be issued pursuant to the Indenture or the Amended and Restated Trust Agreement to be dated as of September 27January 1, 2007 1999 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor Seller, as Depositor, and The First National Bank of New York (Delaware)Chicago, a Delaware national banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement association (the "Owner Eligible Lender Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $260,000,000 principal amount of its Floating Rate Class A-1 Asset Backed Notes (the "Class A-1 Notes") and $570,400,000 principal amount of its Floating Rate Class A-2 Asset Backed Notes (the "Class A-2 Notes" and, with the Class A-1 Notes, the "Notes"). The Notes will be sold pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement") between the Seller and the Representative. Capitalized terms used and not otherwise defined herein shall have the meanings given them in Appendix A hereto.

Introductory. Caterpillar Financial Funding CorporationToyota Leasing, Inc., a Nevada California corporation (the "DepositorTransferor"), proposes and Toyota Motor Credit Corporation, a California corporation ("TMCC"), hereby confirm their respective agreements with you and each of the other underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representative (the "Representative"), with respect to cause Caterpillar Financial the sale by the Transferor to the Underwriters of $410,000,000 aggregate principal amount of [_____]% Auto Lease Asset Backed Certificates, Class A-1 (the "Class A-1 Certificates"), $650,000,000 aggregate principal amount of [_____]% Auto Lease Asset Backed Certificates, Class A-2 (the "Class A-2 Certificates") and $72,750,000 aggregate principal amount of [ ____]% Auto Lease Asset Backed Certificates, Class A-3 (the "Class A-3 Certificates") and, together with the Class A-1 Certificates and the Class A-2 Certificates, the "Class A Certificates") of the Toyota Auto Lease Trust 20071997-A (the "Issuing EntitySecuritization Trust") under the terms and conditions herein contained. Simultaneously with the issuance of the Class A Certificates, the Transferor will cause the Trust to issue $19,798,000 73,850,000 aggregate principal amount of __% Auto Lease Asset Backed Certificates, Class B 6.18% Asset Backed Notes (the "Class B Notes") and to sell Certificates" and, together with the Class B Notes A Certificates, the "Investor Certificates"). The Investor Certificates will be issued pursuant to M▇▇▇▇▇▇ Lyncha securitization trust agreement, Piercedated as of September 1, F▇▇▇▇▇ & S▇▇▇▇ Incorporated 1997 (the "UnderwriterSecuritization Trust Agreement"), between the Transferor and U.S. National Association ("U.S. Bank"), as trustee (in such capacity, the "Securitization Trustee"). The Investor Certificates will represent undivided interests in the Securitization Trust. The Transferor will own the undivided interest in the Securitization Trust not evidenced by the Investor Certificates (the "Transferor Interest"). The Class B Certificates will be subordinated to the Class A Certificates, and the certificate evidencing the Transferor Interest (the "Transferor Certificate" and, together with the Investor Certificates, the "Certificates") will be subordinated to the Investor Certificates, in each case to the extent described in the Securitization Trust Agreement. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Securitization Trust Agreement. The property of the Securitization Trust will consist primarily of a special unit of beneficial interest (the "1997-A SUBI"), which, in turn, will evidence a beneficial interest in certain specified assets of Toyota Lease Trust, a Delaware business trust (the "Titling Trust"), monies on deposit in the SUBI Collection Account, and the right to receive payments from the Reserve Fund in certain circumstances (collectively, the "1997-A SUBI Assets"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases Titling Trust (the "ReceivablesTitling Trust Assets") secured will consist primarily of retail closed-end lease contracts assigned to the Titling Trust by new motor vehicle dealers pursuant to dealer agreements with the Titling Trust, the automobiles 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"), light duty trucks relating thereto and the proceeds thereof, and payments made under certain insurance policies relating to such lease contracts, the related lessees or such leased vehicles. The Receivables will be transferred Titling Trust is expected to invest certain collections on the Issuing Entity Contracts and Leased Vehicles in certain demand notes ("TMCC Demand Notes") issued by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation TMCC pursuant to an indenture (the "Servicer" or Indenture"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"), 1997 between the Issuing Entity TMCC and U.S. Bank National AssociationBank, a national banking association as trustee (in such capacity, the "Indenture Trustee"). Simultaneously with the issuance and sale of the Class B Notes as contemplated herein, the Issuing Entity The 1997-A SUBI will issue $150,000,000 aggregate principal amount of Class A-1 5.67225% Asset Backed Notes be evidenced by a certificate (the "Class A-1 Notes1997-A SUBI Certificate"), $75,000,000 aggregate principal amount of Class A-2a 5.40% Asset Backed Notes ) issued to TMCC by the Titling Trust pursuant to the Series 1997-A Supplement (the "Class A-2a Notes1997-A SUBI Supplement")) dated [ ], $126,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes 1997, to the Amended and Restated Trust and Servicing Agreement (the "Class A-2b Notes," Titling Trust Agreement") dated as of October 1, 1996, in each case, among TMCC, as grantor, initial beneficiary and together with the Class A-2a Notesservicer, the “Class A-2 Notes”)TMTT, $134,050,000 aggregate principal amount of Class A-3a 5.34% Asset Backed Notes Inc., as trustee (the "Class A-3a NotesTitling Trustee") and $155,000,000 aggregate principal amount of Class A-3b Floating Rate Asset Backed Notes U.S. Bank, as trust agent (in such capacity, the "Trust Agent"). TMCC will transfer the 1997-A SUBI Certificate to the Transferor pursuant to the 1997-A SUBI Certificate Purchase and Sale Agreement between them (the "Class A-3b Notes," 1997-A SUBI Certificate Sale Agreement"). The 1997-A SUBI Certificate will be transferred and together with assigned by the Class A-3a Notes, Transferor to the “Class A-3 Notes," together with Securitization Trustee pursuant to the Class A-1 Notes Securitization Trust Agreement. The Titling Trust Assets (including the 1997-A SUBI Assets) will be serviced by TMCC pursuant to the Titling Trust Agreement and the Class A-2 Notes, Series 1997-A SUBI Servicing Supplement to 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 Titling Trust 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, 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 1997 (the "Owner 1997-A SUBI Servicing Supplement") among the Titling Trustee, TMCC and the Transferor. The Securitization Trust Agreement, the Titling Trust Agreement, the 1997-A SUBI Supplement, the 1997-A SUBI Servicing Supplement, the 1997-A SUBI Certificate Sale Agreement, the UTI Supplement (as defined herein), the Indenture and the TMCC Demand Notes are referred to herein collectively as the ")Basic Agreements".

Introductory. Caterpillar Financial Funding Corporation, a Nevada corporation (the "DepositorSeller"), proposes to cause Caterpillar Financial Asset Trust 20071999-A (the "Issuing EntityTrust") to issue and sell $19,798,000 23,656,000 aggregate principal amount of 6.55% Class B 6.18% Asset Backed Notes (the "Class B Notes") and to sell the Class B Notes to MGold▇▇▇, ▇▇▇ Lynch, Pierce, F▇▇▇▇▇ chs & S▇▇▇▇ Incorporated Co. (the "Underwriter"). The assets of the Issuing Entity Trust 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 sold to the Issuing Entity Trust by the DepositorSeller. The Receivables will be serviced for the Issuing Entity Trust 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 July 1, 2007 1999 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity Trust and U.S. The First National Bank National Associationof Chicago, a national banking association (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Class B Notes as contemplated herein, the Issuing Entity Trust will issue $150,000,000 155,000,000 aggregate principal amount of Class A-1 5.672255.365% Asset Backed Notes (the "Class A-1 Notes"), $75,000,000 125,000,000 aggregate principal amount of Class A-2a 5.40A-2 5.90% Asset Backed Notes (the "Class A-2a A-2 Notes"), ) and $126,000,000 270,000,000 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 5.34A-3 6.20% 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 $17,764,812 aggregate principal amount of Asset Backed Certificates (the "Certificates," together with the Notes sometimes referred to collectively herein as the ") Securities"), each such certificate representing a fractional undivided interest in the Issuing EntityTrust. The Class A Notes will be sold pursuant to an underwriting agreement (the "Class A Note Underwriting Agreement," together with this Underwriting Agreement, the "Underwriting Agreements") among the Depositor Seller, CFSC and the underwriters named in Schedule I thereto. 3 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 July 1, 2007 1999 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing EntityTrust, the Depositor Seller and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of September 27July 1, 2007 1999 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor Seller and The Chase Manhattan Bank of New York (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, corporation as owner trustee under the Trust Agreement (the "Owner Trustee").

Introductory. Caterpillar Financial Funding CorporationCNH Capital Receivables Inc., a Nevada Delaware corporation (the "Depositor"“Seller”), proposes to cause Caterpillar Financial Asset CNH Equipment Trust 20072004-A (the "Issuing Entity"“Trust”) to issue and sell $19,798,000 aggregate 333,500,000 principal amount of 2.0008% Class B 6.18% A-1 Asset Backed Notes (the "“A-1 Notes”), $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 Notes") and to sell the Class B Asset Backed Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriter"“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 “Underwriters”), for whom you are acting as representatives (the “Representatives”). The assets of the Issuing Entity will Trust include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "“Receivables"”) secured by new or used agricultural or construction equipment and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and the related security interests in the machinery equipment financed by the Receivables (the "Financed Equipment"), and the proceeds thereofthereby. The Receivables will be transferred were sold to the Issuing Entity Trust by the DepositorSeller. The Receivables will be are serviced for the Issuing Entity Trust by Caterpillar Financial Services Case Credit Corporation, a Delaware corporation (“Case Credit”). Case Credit has appointed Systems & Services Technologies, Inc. (“SST”) to act as backup servicer of Receivables pursuant to the "Servicer" or "CFSC"Backup Servicing Agreement, dated as of September 1, 2004 (as amended and supplemented from time to time, the “Backup Servicing Agreement”) among the Seller, Case Credit, the Trust, SST as backup servicer and JPMorgan Chase Bank, as indenture trustee (the “Indenture Trustee”). The Notes will be issued pursuant to the Indenture to be dated as of September 1, 2007 2004 (as amended and supplemented from time to time, the "“Indenture"”), between the Issuing Entity Trust 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 hereinin this Agreement, the Issuing Entity Trust will issue $150,000,000 aggregate principal amount of Class A-1 5.672253.31% 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 an amount of $26,250,000 to the Issuing EntitySeller. 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. Certificates 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 September 1, 2007 2004 (as amended and supplemented from time to time, the "“Sale and Servicing Agreement"”), among the Issuing EntityTrust, the Depositor Seller and the Servicer Case Credit, as servicer, or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of September 271, 2007 2004 (as amended and supplemented from time to time, the "“Trust Agreement"”), between the Depositor Seller 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"”).

Introductory. Caterpillar Financial Funding CorporationCapital One Auto Receivables, LLC, a Nevada corporation Delaware limited liability company (the "Depositor"“Seller”) and Capital One Auto Finance, Inc., a Texas corporation, (“COAF”), proposes to cause Caterpillar Financial Asset Trust 2007-A (the "Issuing Entity") to issue $19,798,000 aggregate principal amount of Class B 6.18% Asset Backed Notes (the "Class B Notes") and to sell the Class B Notes to Mconfirm their agreement with ▇▇▇▇▇▇ LynchBrothers Inc. and Wachovia Capital Markets, PierceLLC (collectively, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriter"). “Underwriters”) as follows: 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 Seller proposes 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 sell 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 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 Underwriters $150,000,000 aggregate 198,000,000 principal amount of its 1.1475% Class A-1 5.67225% Asset Backed Notes (the "“Class A-1 Notes"”), $75,000,000 aggregate 262,000,000 principal amount of its 1.64% Class A-2a 5.40% Asset Backed A-2 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 305,000,000 principal amount of its LIBOR plus 0.11% Class A-3a 5.34% Asset Backed A-3 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 $235,000,000 principal amount of its 3.18% Class A-4 Notes (the “Class A-4 Notes”) and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-2 A-3 Notes, the "Class A “Notes," and together with the Class B Notes”), the "Notes") and Asset Backed Certificates to be issued by Capital One Auto Finance Trust 2003-B, a Delaware statutory trust (the "Certificates"“Issuer”) each such certificate representing a fractional undivided interest in under the Issuing EntityIndenture (the “Indenture”), dated as of the Closing Date, between the Issuer and JPMorgan Chase Bank, as indenture trustee (the “Indenture Trustee”). The Class A Notes will be sold pursuant to an underwriting agreement collateralized by the Trust Estate (as defined below). The assets of the Issuer (the "Class A Note Underwriting Agreement," together with this Agreement“Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the "Underwriting Agreements"Issuer, including without limitation (i) among the Depositor and Receivables acquired by the underwriters named in Schedule I thereto. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in Issuer under the Sale and Servicing Agreement to be Agreement, dated as of September 1the Closing Date, 2007 (as amended by and supplemented from time to timeamong the Seller, the "Issuer, COAF and the Indenture Trustee (the “Sale and Servicing Agreement"”), among (ii) the Issuing Entity, the Depositor and the Servicer or, if not defined therein, security interests in the Indenture or the Trust Agreement to be dated as of September 27, 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").Financed Vehicles,

Introductory. Caterpillar Onyx Acceptance Financial Funding Corporation, a Nevada Delaware corporation (the "DepositorSeller") and a wholly owned subsidiary of Onyx Acceptance Corporation, a Delaware corporation ("Onyx"), proposes [to cause Caterpillar Financial Asset Onyx Acceptance [Owner] [Grantor] Trust 2007-A 199_-_ (the "Issuing EntityTrust") ), a business trust organized under the laws of the State of Delaware,] to issue sell $19,798,000 _______ aggregate principal amount of Class B 6.18A-1 ___% Asset Auto Loan [Backed Notes Notes] [Pass-Through Certificates] (the "Class B A-1 Securities"), $__________ aggregate principal amount of Class A-2 ____% Auto Loan [Backed Notes") and to sell the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated ] [Pass-Through Certificates] (the "UnderwriterClass A-2 Securities"), $_______ aggregate principal amount of Class A-3 ____% Auto Loan [Backed Notes] [Pass-Through Certificates] (the "Class A-3 Securities", and together with the Class A-1 Securities and the Class A-2 Securities, the "Securities") [of the Onyx Acceptance Grantor Trust 199_-_ (the "Trust")]. [The Trust will be governed by a [Trust Agreement] [Pooling and Servicing Agreement] (the "Trust Agreement") to be dated as of _______, 199_ among the Seller, and ________ as owner trustee (the "Owner Trustee")]. The assets of the Issuing Entity Trust will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "ReceivablesContracts") secured by the 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 automobiles and/or light duty trucks financed by the Receivables thereunder (the "Financed EquipmentVehicles")) and certain monies due or to become due thereunder on or after________, 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 199_ (the "Servicer" or "CFSCCutoff Date"). The Notes Contracts and other assets of the Trust will be sold by Onyx to the Seller pursuant to a Sale and Servicing Agreement (the "Purchase Agreement") dated as of September 8, 1994, as amended between Onyx and the Seller; [such Contracts and other assets will be sold by the Seller to the Trust pursuant to a Sale and Servicing Agreement (the "Sale and Servicing Agreement") to be dated as _________, 199_ among Onyx, the Seller and the Trust]. As of the Cutoff Date, the Contracts had an aggregate principal balance of $_______. The Securities will be issued pursuant to the terms of [an Indenture (the "Indenture") to be dated as of September 1________, 2007 (as amended and supplemented from time to time, 199_ among the "Indenture"), between the Issuing Entity and U.S. Bank National Association, a national banking association Trust and________as indenture trustee (the "Indenture Trustee"). Simultaneously with Pursuant to the issuance and sale terms 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 Administration Agreement (the "Class A-1 NotesAdministration Agreement") to be dated as of ________, 199_ among Onyx, the Trust and the Indenture Trustee, Onyx will agree to perform certain administrative functions with respect to the Securities] [a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") to be dated as of ______, 199_ among the Seller, Onyx, as Servicer (in such capacity, the "Servicer"), $75,000,000 aggregate principal amount of Class A-2a 5.40% Asset Backed Notes and ________, as trustee (the "Class A-2a NotesTrustee"). The [Trust Agreement,] the Purchase Agreement, $126,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes ([the "Class A-2b Notes," Sale and together with the Class A-2a NotesServicing Agreement, 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 Indenture and the Class A-2 NotesAdministration Agreement] [and the Pooling and Servicing Agreement], are herein referred to as, the "Class A Notes," and together with the Class B Notes, the Basic Documents"Notes. This Underwriting Agreement shall hereinafter be referred to as ") 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 herein and not otherwise defined herein shall have the meanings ascribed to them thereto 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, 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")Indenture.

Introductory. Caterpillar Financial Funding CorporationAdvanta Business Receivables Corp., a Nevada corporation (the "DepositorCompany"), proposes proposes, subject to the terms and conditions stated herein, to cause Caterpillar Financial Asset Trust 2007-A Advanta Business Card Master Trust, a Delaware common law trust (the "Issuing EntityIssuer") ), to issue $19,798,000 480,000,000 aggregate principal amount of Advanta Business Card Master Trust Class A Floating Rate Asset Backed Notes, Series 2000-B (the "Class A Notes"), $57,000,000 aggregate principal amount of Advanta Business Card Master Trust Class B 6.18% Floating Rate Asset Backed Notes Notes, Series 2000-B (the "Class B Notes"), $42,000,000 aggregate principal amount of Advanta Business Card Master Trust Class C Floating Rate Asset Backed Notes, Series 2000-B (the "Class C Notes" and together with the Class A Notes and the Class B Notes, the "Offered Securities") and to sell $21,000,000 aggregate principal amount of Advanta Business Card Master Trust Class D Floating Rate Asset Backed Notes, Series 2000-B (the "Class D Notes" and together with the Class A Notes, the Class B Notes to M▇▇▇▇▇▇ Lynchand the Class C Notes, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "UnderwriterNotes"). The assets Issuer is a common law trust formed pursuant to a Trust Agreement, dated as of the Issuing Entity will includeAugust 1, among other things, a pool of fixed-rate retail installment sale contracts and finance leases 2000 (the "ReceivablesTrust Agreement") secured by new between the Company and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar")Wilmington Trust Company, including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables as owner trustee (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 "CFSCOwner Trustee"). The Notes will be issued pursuant to the Indenture to be a Master Indenture, dated as of September August 1, 2007 2000 (as amended and supplemented from time to time, the "Master Indenture"), between the Issuing Entity Issuer and U.S. Bank National AssociationBankers Trust Company, a national banking association as indenture trustee (the "Indenture Trustee"). Simultaneously , as supplemented by the Series 2000-B Indenture Supplement with respect to the issuance and sale Notes dated as of the Class B Notes as contemplated hereinAugust 1, the Issuing Entity will issue $150,000,000 aggregate principal amount of Class A-1 5.67225% Asset Backed Notes 2000 (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,Indenture Supplement" and together with the Class A-2a NotesMaster Indenture, the “Class A-2 Notes”"Indenture"). The assets of the Issuer will include, $134,050,000 aggregate principal amount of Class A-3a 5.34% Asset Backed Notes among other things, certain amounts due (the "Class A-3a NotesReceivables") and $155,000,000 aggregate principal amount in a portfolio of Class A-3b Floating Rate Asset Backed Notes MasterCard business revolving credit card accounts of Advanta Bank Corp. (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, 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 TrusteeAccounts").

Introductory. Caterpillar Financial Funding Corporation, a Nevada corporation (the "Depositor"), proposes to cause Caterpillar Financial Asset Trust 2007-A (the "Issuing Entity") to issue $19,798,000 aggregate principal amount of Class B 6.18% Asset Backed Notes (the "Class B Notes") and to sell the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriter"). 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 MMCA Auto 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 CorporationInc., 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 "IndentureCompany"), between proposes, subject to the Issuing Entity terms and U.S. Bank National Associationconditions stated herein, a national banking association to cause MMCA Auto Owner Trust 1997-1 (the "Indenture TrusteeTrust"). Simultaneously with the issuance ) to issue and sale of the Class B Notes as contemplated herein, the Issuing Entity will issue sell $150,000,000 _____________ aggregate principal amount of ____% Class A-1 5.67225% Money Market Asset Backed Notes (the "Class A-1 Notes"), $75,000,000 _____________ aggregate principal amount of ____% Class A-2a 5.40% A-2 Asset Backed Notes (the "Class A-2a A-2 Notes"), $126,000,000 _____________ aggregate principal amount of ____% Class A-2b Floating Rate A-3 Asset Backed Notes (the "Class A-2b A-3 Notes," and together with the Class A-2a Notes, the “Class A-2 Notes”"), and $134,050,000 _____________ aggregate principal amount of ____% Class A-3a 5.34% A-4 Asset Backed Notes (the "Class A-3a A-4 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 A-1 Notes, the “Class A-3 Notes," together with the Class A-1 A-2 Notes and the Class A-2 Notes, the "Class A Notes," and together with the Class B A-3 Notes, the "Notes") ). The Notes will be issued pursuant to the Indenture dated as of October 1, 1997 (the "Indenture"), between the Trust and Bank of Tokyo-Mitsubishi Trust Company (the "Indenture Trustee"). Concurrently with the issuance and sale of the Notes as contemplated herein, the Trust will issue $______________ aggregate principal amount of ____% Asset Backed Certificates (the "Certificates") ), each such certificate representing a fractional undivided an interest in the Issuing EntityTrust Property consisting of a portion of Last Scheduled Payments. The Class A Notes Company will retain the Certificates. The Certificates will be sold issued pursuant to an underwriting agreement (the "Class A Note Underwriting Agreement," together with this Amended and Restated Trust 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 1997 (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, 2007 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor Company and The Bank of New York (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporationWilmington Trust Company, as owner trustee under the Trust Agreement (the "Owner Trustee"). The Certificates are subordinated to the Notes.

Introductory. Caterpillar Financial Funding CorporationNordstrom 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”), as 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 Nevada corporation Delaware statutory trust (the "Depositor"“Issuer” or the “Trust”), proposes to cause Caterpillar Financial Asset Trust 2007-A (the "Issuing Entity") to issue sell $19,798,000 aggregate 325,500,000 principal amount of Series 2007-1 Class B 6.18% A Asset Backed Notes (the "“Series 2007-1 Class A Notes”) to the initial purchasers listed on Exhibit A hereto (the “Class A Initial Purchasers”) and $24,500,000 principal amount of Series 2007-1 Class B Asset Backed Notes (the “Series 2007-1 Class B Notes"” and, together with the Series 2007-1 Class A Notes, the “Offered Notes”) and to sell the initial purchasers listed on Exhibit B hereto (the “Class B Initial Purchasers” and, together with the Class B Notes A Initial Purchasers, the “Initial Purchasers”), for resale to M“qualified institutional buyers” in reliance upon Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Act”). J.▇. ▇▇▇▇▇▇ LynchSecurities Inc. and Greenwich Capital Markets, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated Inc. will act as the representatives of the Initial Purchasers (the "Underwriter"“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 National Association, a national banking association (the "Indenture Trustee"). Simultaneously Concurrently with the issuance and sale of the Class B Offered Notes as contemplated herein, the Issuing Entity Issuer will issue $150,000,000 aggregate 26,400,000 principal amount of Series 2007-1 Class A-1 5.67225% C Asset Backed Notes (the "“Series 2007-1 Class A-1 C Notes"” and, together with the Offered Notes, the “Series 2007-1 Notes”), $75,000,000 aggregate 453,800,000 principal amount of Series 2007-2 Class A-2a 5.40% A Asset Backed Notes (the "“ Series 2007-2 Class A-2a A Notes"”), $126,000,000 aggregate 46,200,000 principal amount of Series 2007-2 Class A-2b Floating Rate B Asset Backed Notes (the "“ Series 2007-2 Class A-2b Notes," and together with the Class A-2a Notes, the “Class A-2 B Notes”), and $134,050,000 aggregate 43,500,000 principal amount of Series 2007-2 Class A-3a 5.34% C Asset Backed Notes (the "“ Series 2007-2 Class A-3a C Notes") and $155,000,000 aggregate principal amount of Class A-3b Floating Rate Asset Backed Notes (the "Class A-3b Notes," and ” and, together with the Class A-3a Series 2007-1 Notes, the “Series 2007-2 Class A-3 Notes," together with the Class A-1 A Notes and the Class A-2 Notes, the "Class A Notes," and together with the Series 2007-2 Class B Notes, the "“Notes") and Asset Backed Certificates (the "Certificates") each such certificate representing a fractional undivided interest in the Issuing Entity”). The Series 2007-1 Class C Notes, Series 2007-2 Class A Notes, Series 2007-2 Class B Notes and Series 2007-2 Class C Notes will not be sold hereunder. The Transferor is a limited liability company formed pursuant to an underwriting agreement and in accordance with the Delaware Limited Liability Company Act (6 Del. Code § 18-101 et seq.) on October 11, 2001, and governed by the "Class A Note Underwriting Agreement," together with this Amended and Restated Limited Liability Company 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 May 1, 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 "Sale “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 2007-1 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 W▇▇▇▇ Fargo Bank, National Association, as indenture trustee (the “Indenture Trustee”), as acknowledged and agreed by the Transferor and the Bank, as Servicer, and as supplemented by an 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 (the “Agreement”), capitalized terms used herein shall have the meanings specified in the Indenture. Under the Operating Agreement, dated as of August 30, 1991, as amended (the “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 Issuing EntityTransferor, the Depositor Bank, as Servicer, the Indenture Trustee and the Servicer or, if not defined therein, in Trust. The Offered Notes will be offered pursuant to an offering circular (the Indenture or the Trust Agreement to be “Base Offering Circular”) and an offering circular supplement dated as of September 27April 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 supplemented from time to timedelivered by the Bank, the "Trust Agreement"Seller and the Transferor to the Initial Purchasers in accordance with the provisions hereof. Prior to the time the first contract of sale for the Offered Notes was entered into, as set forth on Exhibit A (with respect to the Series 2007-1 Class A Notes) and Exhibit B (with respect to the Class 2007-1 Class B Notes) hereto (the “Time of Sale”), between the Depositor Bank, the Seller and The Bank 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 “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 New York the Offered Notes (Delawaresuch information provided by the Bank, the Seller and/or the Transferor, the “Other Materials”), a Delaware banking corporation, and an affiliate copy of The Bank of New York, a New York banking corporation, which is attached hereto as owner trustee under the Trust Agreement (the "Owner Trustee").Exhibit C.

Introductory. Caterpillar Financial Funding CorporationCNH Capital Receivables LLC, a Nevada corporation Delaware limited liability company (the "Depositor"“Seller”), proposes to cause Caterpillar Financial Asset CNH Equipment Trust 200720XX-A Y (the "Issuing Entity"“Trust”) to issue $19,798,000 aggregate and sell $ principal amount of % Class B 6.18% A-1 Asset Backed Notes (the "“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-4[a] Asset Backed Notes (the “A-4[a] Notes”), [$ principal amount of Floating Rate Class A-4b Asset Backed Notes (the “A-4b Notes”, together with the A-4[a] Notes, the “A-4 Notes”)] and $ principal amount of % Class B Notes") and to sell the Class B Asset Backed Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriter"“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 “Underwriters”). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases for whom you are acting as representatives (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"“Representatives”). The Notes will be issued pursuant to the Indenture to be dated as of September 1[Month Day], 2007 20XX (as amended and supplemented from time to time, the "“Indenture"”), between the Issuing Entity Trust and U.S. [Deutsche Bank National AssociationTrust Company Americas], as indenture trustee (the “Indenture Trustee”). The assets of the Trust 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 by the Seller. The Receivables are serviced for the Trust by New Holland Credit Company, LLC, a national banking association Delaware limited liability company (“New Holland”). [New Holland has appointed [ (“ “)] to act as backup servicer of the "Receivables pursuant to the Backup Servicing Agreement, dated as of [Month Day], 20XX (as amended and supplemented from time to time, the “Backup Servicing Agreement”) among the Seller, New Holland, as servicer, the Trust, [ ], as backup servicer, and 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 Trust will issue to the Depositor Seller [certificates] representing fractional undivided equity interests in the Trust (the “Certificates”). The Notes and the underwriters named in Schedule I thereto. Certificates 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 September 1[Month Day], 2007 20XX (as amended and supplemented from time to time, the "“Sale and Servicing Agreement"”), among the Issuing EntityTrust, the Depositor Seller and the Servicer New Holland, as servicer, or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of September 27[Month Day], 2007 20XX (as amended and supplemented from time to time, the "“Trust Agreement"”), between the Depositor Seller and The Bank [Wilmington Trust Company], as trustee (the “Trustee”). At or prior to the time when sales to purchasers of the Notes were first made to investors by the several Underwriters, which was approximately : .m. (New York time) on [Month Day], 20XX (Delawarethe “Time of Sale”), the Seller had prepared the following information (collectively, the “Time of Sale Information”): the preliminary prospectus supplement dated [Month Day], 20XX (the “Preliminary Prospectus Supplement”) to the base prospectus dated [Month Day], 20XX (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 [Month Day], 20XX (the “Initial Free Writing Prospectus”) in the form filed with the Securities and Exchange Commission (the “Commission”) on [Month Day], 20XX]. 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 Delaware banking corporationmaterial fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and an affiliate as a result investors in the Notes may terminate their old “Contracts of The Bank Sale” (within the meaning of New York, a New York banking corporationRule 159 under the Securities Act of 1933, as owner trustee under the Trust Agreement amended (the "Owner Trustee"“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. Caterpillar Financial Funding Toyota Auto Finance Receivables LLC, a Delaware limited liabilty company (the "Seller") and a wholly owned subsidiary of Toyota Motor Credit Corporation, a Nevada California corporation (the "DepositorTMCC"), proposes to cause Caterpillar Financial Asset Trust 2007sell to each of the several underwriters named in Schedule I-A hereto (the "Issuing EntityClass A Underwriters" or the "Underwriters") to issue $19,798,000 500,000,000 aggregate principal amount of Class B 6.18% Floating Rate Asset Backed Notes Notes, Class A-2 (the "Class B A-2 Notes"), $360,000,000 aggregate principal amount of Floating Rate Asset Backed Notes, Class A-3 (the "Class A-3 Notes") and to sell $175,000,000 aggregate principal amount of Floating Rate 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 "Offered Notes") of the Toyota Auto Receivables 2001-B Owner Trust (the "Trust"). Concurrently with the issuance and sale of the Offered Notes to Mas contemplated herein the Trust will issue (i) $417,840,000 aggregate principal amount of 4.30% Asset Backed Notes, Class A-1 (the "Class A-1 Notes" and together with the Offered Notes, the "Class A Notes" or the "Notes"). The Trust will also issue a non-interest bearing subordinated seller's interest (the "Subordinated Seller's Interest"). The Subordinated Seller's Interest will represent an undivided interest in the Trust. Neither the Class A-1 Notes, nor the Subordinated Seller's Interest will be sold hereunder. ▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇▇▇ & SCo. Incorporated and ▇▇▇▇▇▇▇ Incorporated (▇▇▇▇▇ ▇▇▇▇▇▇ Inc. will act as representatives for the Class A-2, Class A-3 and Class A-4 Underwriters, and in such capacities shall herein be the "UnderwriterRepresentatives"). The assets of the Issuing Entity Trust will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by the new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, automobiles and security interests in the machinery light duty trucks financed by the Receivables thereunder (the "Financed EquipmentVehicles")) and certain monies due or to become due thereunder on or after April 1, 2001 (the "Cutoff Date") and the other property and the proceeds thereof. The Receivables will thereof to be transferred conveyed 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 Trust 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 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, 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").Sale

Introductory. Caterpillar Financial Funding CorporationWinstar Communications, a Nevada corporation (the "Depositor"), proposes to cause Caterpillar Financial Asset Trust 2007-A (the "Issuing Entity") to issue $19,798,000 aggregate principal amount of Class B 6.18% Asset Backed Notes (the "Class B Notes") and to sell the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriter"). 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 CorporationInc., a Delaware corporation (the "ServicerIssuer" or "CFSCWinstar"), has agreed, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the "Purchasers") Euro 200,000,000 principal amount of the Issuer's 12-3/4% Senior Notes Due 2010 (the "Offered Securities"). The Notes Offered Securities will be issued pursuant to the Indenture to be under an indenture, dated as of September 1April 10, 2007 2000 (as amended and supplemented from time to time, the "Indenture"), ) between the Issuing Entity Issuer and U.S. Bank National AssociationUnited States Trust Company of New York, a national banking association as Trustee (the "Indenture Trustee"). Simultaneously with The United States Securities Act of 1933 is herein referred to as 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 "Securities Act." The Issuer has made a tender offer (the "Class A-1 Tender Offer") to purchase for cash any and all of (i) its outstanding 14% Senior Discount Notes Due 2005 (the "14% Notes") and 14-1/2% Senior Deferred Interest Notes Due 2005 (the "14-1/2% Notes"), $75,000,000 aggregate principal amount of Class A-2a 5.40(ii) the outstanding 12-1/2% Asset Backed Guaranteed Senior Secured Notes Due 2004 (the "Class A-2a WEC Notes") of Winstar Equipment Corp., a Delaware corporation ("WEC"), $126,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed and (iii) the outstanding 12-1/2% Guaranteed Senior Secured Notes Due 2004 (the "Class A-2b WEC II Notes," and and, together with the Class A-2a 14% Notes, the “Class A-2 Notes”), $134,050,000 aggregate principal amount of Class A-3a 5.3414-1/2% 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 WEC Notes, the "Class A Notes," and together with the Class B Notes, the "Existing Senior Notes") of Winstar Equipment II Corp., a Delaware corporation ("WEC II"), on the terms and Asset Backed Certificates subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated March 3, 2000 (the "CertificatesTender Offer Statement") each such certificate representing a fractional undivided interest in the Issuing Entity). The Class A Notes Issuer will be sold pursuant to an underwriting agreement amend (the "Class A Note Underwriting Agreement," together with this AgreementIssuer Proposed Senior Notes Amendments") certain provisions of the indenture governing the 14% Notes dated October 23, 1995 (the "Underwriting Agreements14% Notes Indenture") between the Issuer and United States Trust Company of New York, as trustee ("U.S. Trust"), and the indenture governing the 14-1/2% Notes dated March 1, 1997 (the "14-1/2% Notes Indenture") between the Issuer and U.S. Trust. The Issuer and WEC will amend (the "WEC Proposed Amendments") certain provisions of the indenture governing the WEC Notes dated March 1, 1997 (the "WEC Notes Indenture") among the Depositor Issuer, WEC and U.S. Trust. The Issuer and WEC II will amend (the "WEC II Proposed Amendments" and, together with the Issuer Proposed Senior Notes Amendments 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 timeWEC Proposed Amendments, the "Sale and Servicing AgreementProposed Senior Notes Amendments")) the indenture governing the WEC II Notes dated August 1, among 1997 (the Issuing Entity"WEC II Notes Indenture" and, together with the 14% Notes Indenture, the Depositor 14-1/2% Notes Indenture and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of September 27, 2007 (as amended and supplemented from time to timeWEC Notes Indenture, the "Trust AgreementSenior Notes Indentures")) among the Issuer, between WEC II and U.S. Trust. The Proposed Senior Notes Amendments are contained in supplements to the Depositor Senior Notes Indentures executed by the Issuer and The Bank of New York (Delaware)U.S. Trust; the Issuer, a Delaware banking corporationWEC and U.S. Trust; and the Issuer, WEC II and an affiliate of The Bank of New York, a New York banking corporationU.S. Trust, as owner trustee under the Trust Agreement case may be (the "Owner TrusteeSenior Notes Supplemental Indentures"). The Senior Notes Supplemental Indentures were executed on March 17, 2000, and the Proposed Senior Notes Amendments will become operative when the Existing Senior Notes are accepted for purchase by the Issuer pursuant to the Tender Offer (the first date on which such event occurs being herein referred to as the "Settlement Date").

Introductory. Caterpillar Financial Funding CorporationDaimler Trust Leasing LLC, a Nevada corporation Delaware limited liability company (the "“Depositor"”), proposes to cause Caterpillar Financial Asset Mercedes-Benz Auto Lease Trust 20072017-A (the "“Issuing Entity"”) to issue $19,798,000 aggregate 439,000,000 principal amount of Class B 6.18A-1 1.15000% Asset Backed Notes (the "“Class B A-1 Notes"”), $675,000,000 principal amount of Class A-2A 1.53% Asset Backed Notes (the “Class A-2A Notes”), $225,000,000 principal amount of Class A-2B LIBOR + 0.20% Asset Backed Notes (the “Class A-2B Notes,” and together with the Class A-2A Notes, the “Class A-2 Notes”), $453,000,000 principal amount of Class A-3 1.79% Asset Backed Notes (the “Class A-3 Notes”) and $175,896,000 principal amount of Class A-4 2.01% 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 a portion of the Class B A-1 Notes, the Class A-2 Notes, the Class A-3 Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated and the Class A-4 Notes in the respective amounts listed on Schedule I hereto (the "Underwriter"“Underwritten Notes”) 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 an Indenture (as amended and supplemented from time to time, the “Indenture”), dated as of April 1, 2017, 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 2017-A Exchange Note (as defined below) backed by a pool of fixednew Mercedes-rate retail installment sale contracts Benz passenger car and finance sport utility vehicle 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 thereofrelated leased vehicles. The Receivables will be transferred to Simultaneously with the Issuing Entity by issuance and sale of the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services CorporationUnderwritten Notes as contemplated herein, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued pursuant to the Indenture to be dated as of September 1, 2007 an Amended and Restated Trust Agreement (as amended and supplemented from time to time, the "Indenture"“Trust Agreement”), dated April 1, 2017, between the Issuing Entity Depositor and U.S. Bank Wilmington Trust, National Association, a national banking association as owner trustee (in such capacity, the "Indenture “Owner 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 asset backed certificates (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 NotesCertificates”), $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 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 April 26, 2017 (the “2017-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 2017-A Exchange Note Supplement (as amended and supplemented from time to time, the “Exchange Note Supplement”), dated as of April 1, 2017, among the Borrower, the Administrative Agent, the Collateral Agent, MBFS USA, as Lender and as Servicer and the Indenture Trustee, issue a 2017-A Exchange Note (the “2017-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 2017-A Exchange Note shall be paid from collections on the Titling Trust Assets allocated to the 2017-A Reference Pool as of the close of business on February 28, 2017 (the “2017-A Cutoff Date”). The Class Lender will sell the 2017-A Notes will be sold Exchange Note to the Depositor pursuant to an underwriting agreement a First Tier Sale Agreement (the "Class A Note Underwriting Agreement," together with this Agreementas amended and supplemented from time to time, the "Underwriting Agreements") among “First Tier Sale Agreement”), dated as of April 1, 2017, between the Lender and the Depositor, and the Depositor will sell the 2017-A 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 April 1, 2017, between the Depositor and the underwriters named in Schedule I theretoIssuing Entity. MBFS USA will continue to service the Titling Trust Assets allocated to the 2017-A Reference Pool pursuant to a 2017-A Servicing Supplement (as amended and supplemented from time to time, the “2017-A Servicing Supplement”), dated as of April 1, 2017, 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. 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 1, 2017 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 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 Exchange Note Supplement or, if not defined therein, in Appendix A to the Indenture or the Trust Agreement to be dated as of September 27, 2007 (as amended and supplemented from time to time, the "Trust Basic Collateral Agency 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").