Common use of Introductory Clause in Contracts

Introductory. Chase Manhattan Bank USA, National Association, a national banking association (the "Bank"), proposes to form Chase Manhattan Auto Owner Trust 200_-_ (the "Trust") to sell $____________ aggregate principal amount of Class A-1 ____% Asset Backed Notes (the "Class A-1 Notes"), $____________ aggregate principal amount of Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"). The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on __________ __, 200_ (the "Cut-off Date") was equal to $____________. The Notes will be issued pursuant to the Indenture to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Indenture"), between the Trust and _______________, _____________, as indenture trustee (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Trust will issue $____________ aggregate principal amount of ____% Asset Backed Certificates (the "Certificates") pursuant to the Amended and Restated Trust Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and _______________, as owner trustee (the "Owner Trustee"), each representing a fractional undivided ownership interest in the Trust, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Certificate Underwriting Agreement" and, together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (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 assigned to such terms in the Sale and Servicing Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Notes from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom [______________] is acting as representative (the "Representative").

Introductory. Chase Manhattan Bank USA, National AssociationCaterpillar Financial Funding Corporation, a national banking association Nevada corporation (the "BankDepositor"), proposes to form Chase Manhattan Auto Owner cause Caterpillar Financial Asset Trust 200_-_ 2006-A (the "TrustIssuing Entity") to sell issue $____________ 246,100,000 aggregate principal amount of Class A-1 ____5.45498% Asset Backed Notes (the "Class A-1 Notes"), $____________ 250,000,000 aggregate principal amount of Class A-2 ____5.59% Asset Backed Notes (the "Class A-2 Notes"), $____________ 302,000,000 aggregate principal amount of Class A-3 ____5.57% Asset Backed Notes (the "Class A-3 Notes") and $____________ 136,460,000 aggregate principal amount of Class A-4 ____5.62% Asset Backed Notes (the "Class A-4 Notes," and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes") and to sell the Class A Notes to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"). The assets of the Trust Issuing Entity will include, among other things, a pool of simple interest fixed-rate retail installment sales sale contracts and purchase money notes and other notes finance leases (the "Receivables") secured by new and used automobiles machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed VehiclesEquipment") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such and the proceeds thereof. The Receivables to will be transferred sold to the Trust and serviced Issuing Entity by the Bank, as Servicer, or by a successor ServicerDepositor. The Original Pool Balance of Receivables will be serviced for the Receivables as of the opening of business on __________ __Issuing Entity by Caterpillar Financial Services Corporation, 200_ a Delaware corporation (the "Cut-off DateServicer" or ") was equal to $____________CFSC"). The Notes will be issued pursuant to the Indenture to be dated as of __________ __June 1, 200_ 2006 (as amended and supplemented from time to time, the "Indenture"), between the Trust Issuing Entity and _______________U.S. Bank National Association, _____________, as indenture trustee a national banking association (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Class A Notes as contemplated herein, the Trust Issuing Entity will issue $____________ 26,560,000 aggregate principal amount of ____Class B 5.71% Asset Backed Notes (the "Class B Notes," together with the Class A Notes, the "Notes") and $4,835,819 aggregate principal amount of Asset Backed Certificates (the "Certificates") ), each such Certificate representing a fractional undivided interest in the Issuing Entity. The Class B Notes will be sold pursuant to an underwriting agreement (the Amended "Class B Note Underwriting Agreement," together with this Agreement, the "Underwriting Agreements") among the Depositor, CFSC and Restated M▇▇▇▇▇▇ 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 June 1, 2006 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of __________ __June 28, 200_ 2006 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and Chase Bank and _______________USA, National Association, a national banking association, as owner trustee under the Trust Agreement (the "Owner Trustee"), each representing a fractional undivided ownership interest in the Trust, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Certificate Underwriting Agreement" and, together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (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 assigned to such terms in the Sale and Servicing Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Notes from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom [______________] is acting as representative (the "Representative").

Introductory. Chase Manhattan Bank USA, National AssociationCaterpillar Financial Funding Corporation, a national banking association Nevada corporation (the "BankDepositor"), proposes to form Chase Manhattan Auto Owner cause Caterpillar Financial Asset Trust 200_-_ 2007-A (the "TrustIssuing Entity") to sell issue $____________ 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-2 ____A-2a 5.40% Asset Backed Notes (the "Class A-2 A-2a Notes"), $____________ 126,000,000 aggregate principal amount of Class A-3 ____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-3 A-3a Notes") and $____________ 155,000,000 aggregate principal amount of Class A-4 ____% A-3b Floating Rate Asset Backed Notes (the "Class A-4 A-3b Notes," andand together with the Class A-3a Notes, the “Class A-3 Notes," and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 A-2 Notes, the "Class A Notes") and to sell the Class A Notes to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"). The assets of the Trust Issuing Entity will include, among other things, a pool of simple interest fixed-rate retail installment sales sale contracts and purchase money notes and other notes finance leases (the "Receivables") secured by new and used automobiles machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed VehiclesEquipment") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such and the proceeds thereof. The Receivables to will be transferred to the Trust and serviced Issuing Entity by the Bank, as Servicer, or by a successor ServicerDepositor. The Original Pool Balance of Receivables will be serviced for the Receivables as of the opening of business on __________ __Issuing Entity by Caterpillar Financial Services Corporation, 200_ a Delaware corporation (the "Cut-off DateServicer" or ") was equal to $____________CFSC"). The Notes will be issued pursuant to the Indenture to be dated as of __________ __September 1, 200_ 2007 (as amended and supplemented from time to time, the "Indenture"), between the Trust Issuing Entity and _______________U.S. Bank National Association, _____________, as indenture trustee a national banking association (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Class A Notes as contemplated herein, the Trust Issuing Entity will issue $____________ 19,798,000 aggregate principal amount of ____Class B 6.18% Asset Backed Notes (the "Class B Notes" and together with the Class A Notes, the “Notes”) and Asset Backed Certificates (the "Certificates") ), each such Certificate representing a fractional undivided interest in the Issuing Entity. The Class B Notes will be sold pursuant to an underwriting agreement (the Amended "Class B Note Underwriting Agreement," together with this Agreement, the "Underwriting Agreements") among the Depositor, CFSC and Restated M▇▇▇▇▇▇ 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, 200_ 2007 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and The Bank of New York (Delaware), a Delaware banking corporation, and _______________an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner Trustee"), each representing a fractional undivided ownership interest in the Trust, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Certificate Underwriting Agreement" and, together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (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 assigned to such terms in the Sale and Servicing Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Notes from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom [______________] is acting as representative (the "Representative").

Introductory. Chase Manhattan Caterpillar Financial Funding Corporation, a Nevada corporation (the "Depositor"), proposes to cause Caterpillar Financial Asset Trust 2006-A (the "Issuing Entity") to issue $26,560,000 aggregate principal amount of Class B 5.71% 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 sold to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued pursuant to the Indenture to be dated as of June 1, 2006 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity and U.S. Bank USA, National Association, a national banking association (the "BankIndenture Trustee"). Simultaneously with the issuance and sale of the Class B Notes as contemplated herein, proposes to form Chase Manhattan Auto Owner Trust 200_-_ (the "Trust") to sell Issuing Entity will issue $____________ 246,100,000 aggregate principal amount of Class A-1 ____5.45498% Asset Backed Notes (the "Class A-1 Notes"), $____________ 250,000,000 aggregate principal amount of Class A-2 ____5.59% Asset Backed Notes (the "Class A-2 Notes"), $____________ 302,000,000 aggregate principal amount of Class A-3 ____5.57% Asset Backed Notes (the "Class A-3 Notes") and $____________ 136,460,000 aggregate principal amount of Class A-4 ____5.62% Asset Backed Notes (the "Class A-4 Notes," and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes," and together with the Class B Notes, the "Notes"). The assets ) and $4,835,819 aggregate principal amount of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes Asset Backed Certificates (the "ReceivablesCertificates") secured by new and used automobiles 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 "Financed VehiclesClass A Note Underwriting Agreement," together with this Agreement, the "Underwriting Agreements") among the Depositor and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables underwriters named in Schedule I thereto. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to be transferred to them in the Trust Sale and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on __________ __, 200_ (the "Cut-off Date") was equal to $____________. The Notes will be issued pursuant to the Indenture Servicing Agreement to be dated as of __________ __June 1, 200_ 2006 (as amended and supplemented from time to time, the "IndentureSale and Servicing Agreement"), between among the Trust and _______________, _____________, as indenture trustee (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated hereinIssuing Entity, the Trust will issue $____________ aggregate principal amount of ____% Asset Backed Certificates (Depositor and the "Certificates") pursuant to Servicer or, if not defined therein, in the Amended and Restated Indenture or the Trust Agreement to be dated as of __________ __June 28, 200_ 2006 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and Chase Bank and _______________USA, National Association, a national banking association as owner trustee under the Trust Agreement (the "Owner Trustee"), each representing a fractional undivided ownership interest in the Trust, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Certificate Underwriting Agreement" and, together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (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 assigned to such terms in the Sale and Servicing Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Notes from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom [______________] is acting as representative (the "Representative").

Introductory. Chase Manhattan Bank USA, National AssociationCaterpillar Financial Funding Corporation, a national banking association Nevada corporation (the "BankDepositor"), proposes to form Chase Manhattan Auto Owner cause Caterpillar Financial Asset Trust 200_-_ 2008-A (the "TrustIssuing Entity") to sell issue $____________ 182,000,000 aggregate principal amount of Class A-1 ____3.005% Asset Backed Notes (the "Class A-1 Notes"), $____________ 105,000,000 aggregate principal amount of Class A-2 ____A-2a 4.09% Asset Backed Notes (the "Class A-2 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 $____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 A-2a Notes and the Class A-3 A-2b Notes, the "Notes") and to sell the Notes to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"). The assets of the Trust Issuing Entity will include, among other things, a pool of simple interest fixed-rate retail installment sales sale contracts and purchase money notes and other notes finance leases (the "Receivables") secured by new and used automobiles machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed VehiclesEquipment") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such and the proceeds thereof. The Receivables to will be transferred to the Trust and serviced Issuing Entity by the Bank, as Servicer, or by a successor ServicerDepositor. The Original Pool Balance of Receivables will be serviced for the Receivables as of the opening of business on __________ __Issuing Entity by Caterpillar Financial Services Corporation, 200_ a Delaware corporation (the "Cut-off DateServicer" or ") was equal to $____________CFSC"). The Notes will be issued pursuant to the Indenture to be dated as of __________ __April 1, 200_ 2008 (as amended and supplemented from time to time, the "Indenture"), between the Trust Issuing Entity and _______________U.S. Bank National Association, _____________, as indenture trustee a national banking association (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Trust Issuing Entity will issue $____________ 33,387,349 aggregate principal amount of ____% Asset Backed Certificates (the "Certificates") pursuant ), each such Certificate representing a fractional undivided interest in the Issuing Entity. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Amended Sale and Restated Servicing Agreement to be dated as of April 1, 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 __________ __April 29, 200_ 2008 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank and _______________of New York, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner Trustee"), each representing a fractional undivided ownership interest in the Trust, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Certificate Underwriting Agreement" and, together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (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 assigned to such terms in the Sale and Servicing Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Notes from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom [______________] is acting as representative (the "Representative").

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

Introductory. Chase Manhattan Bank USA, National AssociationCaterpillar Financial Funding Corporation, a national banking association Nevada corporation (the "BankSeller"), proposes to form Chase Manhattan Auto Owner cause Caterpillar Financial Asset Trust 200_-_ 2001-A (the "Trust") to issue and sell $____________ 181,448,000 aggregate principal amount of Class A-1 ____3.74% Asset Backed Notes (the "Class A-1 Notes"), $____________ 134,000,000 aggregate principal amount of Class A-2 ____4.11% Asset Backed Notes (the "Class A-2 Notes"), ) and $____________ 277,687,000 aggregate principal amount of Class A-3 ____4.85% Asset Backed Notes (the "Class A-3 Notes") and $____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes," and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 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 Trust will include, among other things, a pool of simple interest fixed-rate retail installment sales sale contracts and purchase money notes and other notes finance leases (the "Receivables") secured by new and used automobiles machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed VehiclesEquipment") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such and the proceeds thereof. The Receivables to will be transferred sold to the Trust and serviced by the Bank, as Servicer, or by a successor ServicerSeller. The Original Pool Balance of Receivables will be serviced for the Receivables as of the opening of business on __________ __Trust by Caterpillar Financial Services Corporation, 200_ a Delaware corporation (the "Cut-off DateServicer" or ") was equal to $____________CFSC"). The Notes will be issued pursuant to the Indenture to be dated as of __________ __July 1, 200_ 2001 (as amended and supplemented from time to time, the "Indenture"), between the Trust and _______________Bank One, _____________National Association, as indenture trustee a national banking association (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Class A Notes as contemplated herein, the Trust will issue $____________ 15,527,000 aggregate principal amount of ____5.72% Class B Asset Backed Notes (the "Class B Notes," together with the Class A 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 Trust. The Class B Notes will be sold pursuant to an underwriting agreement (the "Class B Note Underwriting Agreement," together with this Agreement, the "Underwriting Agreements") pursuant among the Seller, CFSC and Gol▇▇▇▇, ▇achs & Co., as underwriter. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Amended Sale and Restated Trust Servicing Agreement to be dated as of __________ __July 1, 200_ 2001 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Trust, the Seller and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be July 1, 2001 (as amended and supplemented from time to time, the "Trust Agreement"), between the Seller and Chase Manhattan Bank and _______________USA, National Association, a national banking association as owner trustee under the Trust Agreement (the "Owner Trustee"), each representing a fractional undivided ownership interest in the Trust, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Certificate Underwriting Agreement" and, together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (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 assigned to such terms in the Sale and Servicing Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Notes from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom [______________] is acting as representative (the "Representative").

Introductory. Chase Manhattan Bank USA, National AssociationWorld Omni Auto Leasing LLC, a national banking association Delaware limited liability company (the "Bank"“Depositor”), proposes to form Chase Manhattan Auto Owner Trust 200_-_ and World Omni Financial Corp., a Florida corporation (“World Omni”), hereby confirm their respective agreements with you and each of the other underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you are acting as representatives (the "Trust") “Representatives”), that the Depositor will sell to sell the Underwriters $____________ 179,640,000 aggregate principal amount of Class A-1 ____0.328% Asset Backed Notes Notes, Class A-1 (the "“Class A-1 Notes"”), $____________ 200,000,000 aggregate principal amount of Class A-2 ____0.71% Asset Backed Notes Notes, Class A-2 (the "“Class A-2 Notes"”), $____________ 203,670,000 aggregate principal amount of Class A-3 ____0.93% Asset Backed Notes Notes, Class A-3 (the "“Class A-3 Notes") and ”), $____________ 60,000,000 aggregate principal amount of Class A-4 ____1.06% Asset Backed Notes Notes, Class A-4 (the "“Class A-4 Notes" and”) and $30,450,000 aggregate principal amount of 1.49% Asset Backed Notes, together with 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, the Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and the Class A-3 B Notes are collectively referred to herein as the “Notes, the "Notes"). The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on __________ __, 200_ (the "Cut-off Date") was equal to $____________”. The Notes will be issued pursuant to the an Indenture to be dated as of __________ __, 200_ (as amended and 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"”). Simultaneously with The Depositor will retain the issuance and sale of the Notes as contemplated herein, the Trust will issue $____________ aggregate principal amount of ____% Asset Backed Certificates asset backed certificates (the "“Certificates"”) issued pursuant to the Amended and Restated Trust Agreement a trust agreement, to be dated as of __________ __the Closing Date, 200_ between the Depositor and BNY Mellon Trust of Delaware, as owner trustee (in such capacity, the “Owner Trustee”) (as amended and amended, restated, modified or supplemented from time to time, the "“Trust Agreement"”), between . The Certificates will be subordinated to the Bank and _______________, as owner trustee (Notes to the "Owner Trustee"), each representing a fractional undivided ownership interest extent described in the Trust, which will be sold pursuant to an underwriting agreement dated the date hereof Basic Documents (the "Certificate Underwriting Agreement" and, together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Certificate Underwriters"as defined below). The Notes will be secured by the assets of the Trust which will include, among other things, the Exchange Note (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 “Closed-End Collateral Agent”), Bank of America, N.A. (the “Deal Agent”), U.S. Bank National Association (the “Closed-End Administrative Agent”) and the Certificates are sometimes referred secured parties from time to collectively herein time named therein (as amended, restated, modified or supplemented from time to time, the "Securities"“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 Trust (as amended, restated, modified or supplemented from time to time, the “Exchange Note Transfer Agreement”). World Omni will continue to service the Transaction Units after the issuance of the Exchange Note pursuant to an Exchange Note Servicing Supplement 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 assigned ascribed thereto in (i) Appendix A to such terms the Indenture or (ii) if not defined therein, in Appendix A to the Collateral Agency Agreement. As used herein, the term “Basic Documents” refers to the Indenture, the Collateral Agency Agreement, the Closed-End Administration Agreement, the Titling Trust Agreement, the Intercreditor Agreement, the Master Exchange Agreement, the Exchange Note Supplement, the Exchange Note Sale and Agreement, the Exchange Note Transfer Agreement, the Security Agreement, the Servicing Agreement Agreement, the Administration Agreement, to be dated as of __________ __the Closing Date, 200_ (by and among the Trust, World Omni, as amended administrator, and supplemented from time the Indenture Trustee and the Issuer Letter of Representations, to time, be dated as of the "Sale and Servicing Agreement")Closing Date, between the Trust and The Depository Trust Company. At or prior to the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase time when sales (including any contracts of sale) of the Notes from the Bank were first made to investors by the several underwriters named in Schedule I hereto Underwriters, which shall be deemed to be 1:00 p.m. on June 5, 2012, (the "Underwriters"“Time of Sale”), for whom [______________] is acting the Depositor had prepared the following information (together, as representative a whole, the “Time of Sale Information”): (i) the "Representative"preliminary prospectus supplement dated May 29, 2012, and 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 Securities Act of 1933, as amended (the

Introductory. Chase Manhattan Bank USA, National AssociationCNH Capital Receivables LLC, a national banking association Delaware limited liability company (the "Bank"“Seller”), proposes to form Chase Manhattan Auto Owner cause CNH Equipment Trust 200_-_ 2011-A (the "“Trust"”) to issue and sell $____________ aggregate 237,900,000 principal amount of 0.33573% Class A-1 ____% Asset Backed Notes (the "Class “A-1 Notes"”), ; $____________ aggregate 251,000,000 principal amount of 0.62% Class A-2 ____% Asset Backed Notes (the "Class “A-2 Notes"”), ; $____________ aggregate 352,000,000 principal amount of 1.20% Class A-3 ____% Asset Backed Notes (the "Class “A-3 Notes") and ”); $____________ aggregate 129,600,000 principal amount of 2.04% Class A-4 ____% Asset Backed Notes (the "Class “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”); $29,500,000 principal amount of 2.52% Class B Asset Backed Notes (the “B Notes” and, together with the Class A-1 A Notes, the Class A-2 Notes and “Notes”) to the Class A-3 Notesseveral underwriters named in Schedule I hereto (collectively, the "Notes"“Underwriters”). The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes for whom you are acting as representatives (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined“Representatives”), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on __________ __, 200_ (the "Cut-off Date") was equal to $____________. The Notes will be issued pursuant to the Indenture to be dated as of __________ __April 1, 200_ 2011 (as amended and supplemented from time to time, the "“Indenture"”), between the Trust and _______________, _____________Deutsche Bank Trust 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 and retail installment loans (the “Receivables”) secured by new or used agricultural or construction equipment and the related security interests in the equipment financed thereby. The Receivables were sold to the Trust by the Seller. The Receivables are serviced for the Trust by New Holland Credit Company, LLC, a Delaware limited liability company (“New Holland”). New Holland has appointed Deutsche Bank Trust Company Americas (“DB Trust”) to act as backup servicer of the Receivables pursuant to the Backup Servicing Agreement, dated as of April 1, 2011 (as amended and supplemented from time to time, the “Backup Servicing Agreement”) among the Seller, New Holland, as servicer, the Trust, DB Trust, as backup servicer, and the Indenture Trustee. Simultaneously with the issuance and sale of the Notes as contemplated hereinin this Agreement, the Trust will issue $____________ aggregate principal amount of ____% Asset Backed Certificates to the Seller certificates representing fractional undivided equity interests in the Trust (the "“Certificates") pursuant to the Amended and Restated Trust Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and _______________, as owner trustee (the "Owner Trustee"), each representing a fractional undivided ownership interest in the Trust, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Certificate Underwriting Agreement" and, together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (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 assigned ascribed to such terms them in the Sale and Servicing Agreement to be dated as of __________ __April 1, 200_ 2011 (as amended and supplemented from time to time, the "“Sale and Servicing Agreement"”), among the Trust, the Seller and New Holland, as servicer, or, if not defined therein, in the Indenture or the Trust Agreement dated as of April 1, 2011 (as amended and supplemented from time to time, the “Trust Agreement”), between the Seller and Wilmington Trust and the BankCompany, as Seller and Servicertrustee (the “Trustee”). This is At or prior to confirm the agreement concerning the purchase time when sales to purchasers of the Notes from the Bank were first made to investors by the several underwriters named in Schedule I hereto Underwriters, which was approximately 2:05 p.m. (New York time) on May 4, 2011 (the "Underwriters"“Time of Sale”), for whom [______________] is acting the Seller had prepared the following information (collectively, the “Time of Sale Information”): the preliminary prospectus supplement dated May 2, 2011, as representative amended and supplemented by a supplement to such preliminary prospectus supplement dated May 4, 2011 (the "Representative"“Preliminary Prospectus Supplement”) to the base prospectus dated May 2, 2011 (the “Preliminary 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 May 2, 2011 (the “Initial Free Writing Prospectus”) in the form filed with the Securities and Exchange Commission (the “Commission”) on May 3, 2011. If, subsequent to the Time of Sale and prior to the Closing Date (as defined below), such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and as a result investors in the Notes may terminate their old “Contracts of Sale” (within the meaning of Rule 159 under the Securities Act of 1933, as amended (the “Act”)) for any Notes and the Underwriters enter into new Contracts of Sale with investors in the Notes, then “Time of Sale Information” will refer to the information conveyed to investors at the time of entry into the first such new Contract of Sale, in an amended Preliminary Prospectus approved by the Seller and the Representatives that corrects such material misstatements or omissions (a “Corrected Prospectus”) and “Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into.

Introductory. Chase Manhattan Bank USA, National AssociationNissan Auto Receivables Corporation II (the “Seller”), a national banking association Delaware corporation and wholly-owned subsidiary of Nissan Motor Acceptance Corporation, a California corporation (the "Bank"“Servicer”), proposes to form Chase Manhattan Auto Owner Trust 200_-_ (the "Trust") to sell $____________ 357,000,000 aggregate principal amount of Class A-1 ____1.76430% Asset Backed Notes Notes, Class A-1 (the "“Class A-1 Notes"”), $____________ 323,000,000 aggregate principal amount of Class A-2 ____2.94% Asset Backed Notes Notes, Class A-2 (the "“Class A-2 Notes"”), $____________ 493,000,000 aggregate principal amount of Class A-3 ____3.20% Asset Backed Notes Notes, Class A-3 (the "“Class A-3 Notes") ”), and $____________ 196,522,000 aggregate principal amount of Class A-4 ____4.74% Asset Backed Notes Notes, Class A-4 (the "“Class A-4 Notes" ” and, together with the Class A-1 Notes, the Class A-2 Notes Notes, and the Class A-3 Notes, the "“Notes"”), each issued by the Nissan Auto Receivables 2009-A Owner Trust (the “Trust”). The assets Each of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes underwriters named in Schedule 1 hereto (the "Receivables"“Underwriters”) secured by new is a financial institution appearing on the Federal Reserve Bank of New York’s list of Primary Government Securities Dealers Reporting to the Government Securities Dealers Statistics Unit of the Federal Reserve Bank of New York (a “Primary Dealer”), and used automobiles may be a party to that certain Master Loan and Security Agreement among the Federal Reserve Bank of New York (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined“FRBNY”), such Receivables to be transferred as Lender, various Primary Dealers party thereto, The Bank of New York Mellon, as Administrator, and The Bank of New York Mellon, as Custodian (the “MLSA”), in connection with the Term Asset-Backed Securities Loan Facility (“TALF”). To the extent expressly provided in this Agreement, and subject to the Trust and serviced by the Banklimitations in Section 9, as Servicer, or by a successor Servicer. The Original Pool Balance certain of the Receivables as rights, benefits and remedies of the opening of business on __________ __Underwriters under this Agreement will be for the benefit of, 200_ (and will be enforceable by, each Underwriter not only in such capacity but also in its capacity as a Primary Dealer and as a signatory to the "Cut-off Date") was equal to $____________MLSA. The Notes will be issued pursuant to an indenture (the Indenture “Indenture”), to be dated as of __________ __March 25, 200_ (as amended and supplemented from time to time, the "Indenture")2009, between the Trust and _______________, _____________, the Indenture Trustee (as indenture trustee defined therein) and will be governed by the terms of a Sale and Servicing Agreement (the "Indenture Trustee"“Sale and Servicing Agreement”). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Trust will issue $____________ aggregate principal amount of ____% Asset Backed Certificates (the "Certificates") pursuant to the Amended and Restated Trust Agreement to be dated as of __________ __March 25, 200_ (as amended and supplemented from time to time2009, the "Trust Agreement"), between the Bank and _______________, as owner trustee (the "Owner Trustee"), each representing a fractional undivided ownership interest in among the Trust, the Seller and the Servicer. The Trust will also issue certain asset backed certificates which will represent fractional undivided interests in the Trust and will not be sold pursuant to an underwriting agreement dated the date hereof (the "Certificate Underwriting Agreement" and, together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Certificate Underwriters"). The Notes and the Certificates are sometimes referred to collectively herein as the "Securities"hereunder. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms given them in the Sale and Servicing Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Notes from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom [______________] is acting as representative (the "Representative").

Introductory. Chase Manhattan Bank USA, National Association, a national banking association Franklin Receivables LLC (the "BankSeller"), ) 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 $800,000,000 of asset backed notes and/or asset backed certificates and proposes to form Chase Manhattan Auto Owner Trust 200_-_ cause FRANKLIN AUTO TRUST 2001-2 (the "Trust") to issue and sell to ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. (the "Underwriter") $____________ aggregate 55,000,000 principal amount of its 2.10375% Class A-1 ____% Asset Backed Notes (the "Class A-1 Notes"), $____________ aggregate 74,500,000 principal amount of its 2.79% Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $____________ aggregate 91,000,000 principal amount of its 3.77% Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $____________ aggregate 79,500,000 principal amount of its 4.55% Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" and, and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"). The Trust will also issue Certificates (the "Certificates" and together with the Notes, the "Securities") which will be retained by the Seller. The assets of the Trust will include, among other things, a pool of simple interest prime, non-prime and sub-prime motor vehicle retail installment sales sale contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles and light trucks financed thereby (the "Financed Vehicles") ), and certain monies received thereunder on or after December 1, 2001 (the "Cutoff Date (as hereinafter definedDate"), such Receivables and the other property and the proceeds thereof to be transferred conveyed to the Trust pursuant to the Sale and Servicing Agreement to be dated as of December 1, 2001 (the "Sale and Servicing Agreement") among Franklin Auto Trust 2001-2 (the "Trust"), the Seller, Franklin Capital Corporation ("Franklin Capital"), as servicer (the "Servicer") and Franklin Resources, Inc. ("Franklin Resources"). Pursuant to the Sale and Servicing Agreement, the Seller will sell the Receivables to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance Servicer will service the Receivables on behalf of the Receivables as Trust. In addition, pursuant to the Sale and Servicing Agreement, the Servicer will agree to perform certain administrative tasks on behalf of the opening of business Trust imposed on __________ __, 200_ (the "Cut-off Date") was equal to $____________Trust under the Indenture. The Notes will be issued pursuant to the Indenture to be dated as of __________ __December 1, 200_ 2001 (as amended and supplemented from time to time, the "Indenture"), between the Trust and _______________, _____________, as indenture trustee The Bank of New York (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated herein, The Seller will form the Trust will issue $____________ aggregate principal amount of ____% Asset Backed Certificates pursuant to a Trust Agreement (the "CertificatesTrust Agreement") pursuant to the Amended and Restated Trust Agreement to be dated as of __________ __December 1, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), 2001 between the Bank Seller and _______________Bankers Trust (Delaware), as owner trustee (the "Owner Trustee"). The Certificates, each representing a fractional undivided ownership interest in the Trust, which will be sold issued pursuant to an underwriting agreement dated the date hereof Trust Agreement. The Receivables were originated or acquired by Franklin Capital. Franklin Capital will sell the Receivables owned by it to the Seller pursuant to the terms of the Purchase Agreement (the "Certificate Underwriting Loan Purchase Agreement" and, together with this Agreement, the "Underwriting Agreements") among dated as of December 1, 2001 between the Bank Seller and the underwriters named therein (the "Certificate Underwriters"). The Notes and the Certificates are sometimes referred to collectively herein as the "Securities"Franklin Capital. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms given them in the preliminary prospectus or, if not defined therein, as defined in the Sale and Servicing Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to timeAgreement. As used herein, the term "Basic Documents" refers to the Sale and Servicing Agreement"), between Indenture, Trust Agreement, Spread Account Agreement, Loan Purchase Agreement, the Trust and letter agreement in the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase form of the Notes from the Bank by the several underwriters named in Schedule I Exhibit A hereto (the "UnderwritersLetter Agreement"), for whom [______________] is acting as representative (the "Representative")Insurance and Indemnity Agreement, Indemnification Agreement and Note Depository Agreement.

Introductory. Chase Manhattan Bank USA, National Association, a national banking association (the "Bank"), proposes to form Chase Manhattan Auto Owner Trust 200_-_ 2004-A (the "Trust") to sell $____________ 309,000,000 aggregate principal amount of Class A-1 ____1.08% Asset Backed Notes (the "Class A-1 Notes"), $____________ 378,000,000 aggregate principal amount of Class A-2 ____1.45% Asset Backed Notes (the "Class A-2 Notes"), $____________ 462,000,000 aggregate principal amount of Class A-3 ____2.08% Asset Backed Notes (the "Class A-3 Notes") and $____________ 411,000,000 aggregate principal amount of Class A-4 ____2.83% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"). The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined)opening of business on March 4, 2004, such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on __________ __, 200_ (the "Cut-off Date") was will equal to approximately $____________1,600,000,000. The Notes will be issued pursuant to the Indenture to be dated as of __________ __March 4, 200_ 2004 (as amended and supplemented from time to time, the "Indenture"), between the Trust and _______________▇▇▇▇▇ Fargo Bank, _____________National Association, as indenture trustee (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Trust will issue $____________ 40,000,000 aggregate principal amount of ____2.58% Asset Backed Certificates (the "Certificates") pursuant to the Amended and Restated Trust Agreement to be dated as of __________ __March 4, 200_ 2004 (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and _______________Wilmington Trust Company, as owner trustee (the "Owner Trustee"), each representing a fractional undivided ownership interest in the Trust, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Certificate Underwriting Agreement" and, together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters underwriter named therein (the "Certificate UnderwritersUnderwriter"). The Notes and the Certificates are sometimes referred to collectively herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Sale and Servicing Agreement to be dated as of __________ __March 4, 200_ 2004 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Notes from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom [______________] ▇.▇. ▇▇▇▇▇▇ Securities Inc. is acting as representative (the "Representative").

Introductory. Chase Manhattan Bank USA, National AssociationDaimler Trust Leasing LLC, a national banking association Delaware limited liability company (the "BankDepositor"), proposes to form Chase Manhattan cause Mercedes-Benz Auto Owner Lease Trust 200_-_ 2021-B (the "TrustIssuing Entity") to sell issue $____________ aggregate 264,600,000 principal amount of Class A-1 ____0.00% Asset Backed Notes (the "Class A-1 Notes"), $____________ aggregate 452,600,000 principal amount of Class A-2 ____0.22% Asset Backed Notes (the "Class A-2 A‑2 Notes"), $____________ aggregate 452,600,000 principal amount of Class A-3 ____0.40% Asset Backed Notes (the "Class A-3 Notes") and $____________ aggregate 120,120,000 principal amount of Class A-4 ____0.51% 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 A‑3 Notes, the "Notes") and to sell the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes in the respective amounts listed on Schedule I hereto (the "Underwritten Notes") to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"). The assets Class A-1 Notes will initially be retained by the Depositor or an affiliate of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on __________ __, 200_ (the "Cut-off Date") was equal to $____________Depositor. The Notes will be issued pursuant to the an Indenture to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Indenture"), dated as of June 1, 2021, between the Trust Issuing Entity and _______________, _____________U.S. Bank National Association, as indenture trustee (in such capacity, the "Indenture Trustee"). The assets of the Issuing Entity will include, among other things, the 2021-B Exchange Note (as defined below) backed by a pool of new Mercedes-Benz passenger car and sport utility vehicle leases and the related leased vehicles. Simultaneously with the issuance and sale of the Notes as contemplated herein, the Trust will issue $____________ aggregate principal amount of ____% Asset Backed Certificates (the "Certificates") pursuant to the an Amended and Restated Trust Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), dated June 1, 2021, between the Bank Depositor and _______________Wilmington Trust, National Association, as owner trustee (in such capacity, the "Owner Trustee"), the Issuing Entity will issue asset backed certificates (the "Certificates"), each such Certificate representing a fractional undivided ownership beneficial interest in the Issuing Entity, to the Depositor. Daimler Trust, which will be sold pursuant to an underwriting agreement dated the date hereof titling trust (the "Certificate Underwriting Agreement" and, 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) among the Bank and the underwriters named therein ("MBFS USA"), as titling trust administrator, Daimler Trust Holdings LLC, as initial beneficiary (the "Certificate UnderwritersInitial 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 June 29, 2021 (the "2021-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 2021-B Exchange Note Supplement (as amended and supplemented from time to time, the "Exchange Note Supplement"), dated as of June 1, 2021, among the Borrower, the Administrative Agent, the Collateral Agent, the Lender, the Servicer and the Indenture Trustee, issue a 2021-B Exchange Note (the "2021-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 2021-B Exchange Note shall be paid from collections on the Titling Trust Assets allocated to the 2021-B Reference Pool as of the close of business on April 30, 2021 (the "2021-B Cutoff Date"). The Notes Lender will sell the 2021-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 June 1, 2021, between the Lender and the Certificates are sometimes referred Depositor, and the Depositor will sell the 2021-B Exchange Note to collectively herein the Issuing Entity pursuant to a Second-Tier Sale Agreement (as amended and supplemented from time to time, the "SecuritiesSecond-Tier Sale Agreement"), dated as of June 1, 2021, between the Depositor and the Issuing Entity. MBFS USA will continue to service the Titling Trust Assets allocated to the 2021-B Reference Pool pursuant to a 2021-B Servicing Supplement (as amended and supplemented from time to time, the "2021-B Servicing Supplement"), dated as of June 1, 2021, 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 June 1, 2021 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 assigned ascribed to such terms them in Appendix 1 to the Sale and Servicing Agreement Exchange Note Supplement or, if not defined therein, in Appendix A to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Basic Collateral Agency Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Notes from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom [______________] is acting as representative (the "Representative").

Introductory. Chase Manhattan Bank USA, National AssociationPerpetual Limited (ABN 86 ▇▇▇ ▇▇▇ ▇▇▇), a national banking association 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 No. 9 (the "BankFund", and Perpetual in that capacity being the "Issuer Trustee") acting at the direction of ME Portfolio Management Limited (ABN 79 005 964 134), proposes to form Chase Manhattan Auto Owner Trust 200_-_ as manager of the Fund (the "TrustManager") proposes to sell $____________ aggregate principal amount of Class A-1 ____% Asset Backed Notes (the "Class A-1 Notes"), $____________ aggregate principal amount of Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"). The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on __________ __, 200_ (the "Cut-off Date") was equal to $____________. The Notes will be issued pursuant to the Indenture to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Indenture"), between the Trust and _______________, _____________, as indenture trustee (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Trust will issue $____________ aggregate principal amount of ____% Asset Backed Certificates (the "Certificates") pursuant to the Amended and Restated Trust Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and _______________, as owner trustee (the "Owner Trustee"), each representing a fractional undivided ownership interest in the Trust, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Certificate Underwriting Agreement" and, together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (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 assigned to such terms in the Sale and Servicing Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Notes from the Bank by the several underwriters named Underwriters listed in Schedule I hereto (the "Underwriters"), for whom [______________] Credit Suisse Securities (USA) LLC ("CSS") is acting as representative (the "Representative"), U.S.$1,340,000,000 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 €450,000,000 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$406,000,000 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$57,000,000 principal amount of Class B Mortgage Backed Floating Rate Notes (the "Class B Notes" and, together with the Class A Notes, the "Notes") which are not being sold to the Underwriters pursuant to this Underwriting Agreement (this "Agreement"). The assets of the Fund include, among other things, a pool of variable and fixed rate residential housing loans (the "Housing Loans") initially originated by Members Equity Bank Pty Limited (formerly known as Members Equity Pty Limited) (ABN 56 070 887 679) ("Members Equity") for Superannuation Members Home Loans Origination Fund No. 3 (the "Origination Fund"), including all monies at any time paid or payable thereon or in respect thereof, after the close of business September 20, 2006 (the "Cut-Off Date"), with respect to payments of principal and after the Closing Date (as defined herein) with respect to payments of interest, 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 Collection Account, amounts available under the 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 "Master Trust Deed") and a Notice of Creation of a Securitisation Fund between the Manager and Issuer Trustee, dated August 16, 2006 (the "Notice of Creation"), which sets forth specific provisions regarding the Fund. A Supplementary Bond Terms Notice - Class A Notes and Class B Notes, to be dated on or about October 3, 2006 (the "Supplementary Bond Terms Notice - Class A Notes and Class B Notes"), between the Issuer Trustee, the Security Trustee, the Note Trustee and the Manager, will set forth the terms and conditions of the Notes. The Note Trust Deed, to be dated on or about October 3, 2006 (the "Note Trust Deed") by and among the Issuer Trustee, the Manager, AIB/BNY Fund Management (Ireland) Limited (the "Irish Paying Agent"), the Security Trustee and The Bank of New York (the "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 Registration Statement (as defined below), including a prospectus, relating to the Class A1 Notes. The United States Securities Exchange Act of 1934, as amended, is herein referred to as the "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 September 27, 2006 (the "Time 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 September 18, 2006, as amended and restated in its entirety by the preliminary prospectus supplement dated September 26, 2006 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 September 18, 2006 (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. Chase Manhattan Bank USA, National AssociationCase Receivables II Inc., a national banking association Delaware corporation (the "BankSeller"), proposes to form Chase Manhattan Auto Owner cause Case Equipment Loan Trust 200_-_ 1998-A (the "Trust") to issue and sell $____________ aggregate 72,113,000 principal amount of Class A-1 ____5.545% Asset Backed Notes (the "Class A-1 Notes"), $____________ aggregate 190,750,000 principal amount of Class A-2 ____5.592% Asset Backed Notes (the "Class A-2 Notes"), $____________ aggregate 145,750,000 principal amount of Class A-3 ____5.740% Asset Backed Notes (the "Class A-3 Notes") and Notes")and $____________ aggregate 180,449,000 principal amount of Class A-4 ____5.830% 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" or the "Underwritten Notes"), to the several Class A Note Underwriters named in Schedule I hereto (collectively, the "Underwriters"), for whom you are acting as representative (the "Representative"). The assets of the Trust will include, among other things, a pool of simple interest retail installment sales sale contracts and purchase money notes and other notes (the "Receivables") secured by new or used agricultural or construction equipment and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after related security interests in the Cutoff Date (as hereinafter defined), such equipment financed thereby. The Receivables to be transferred were sold to the Trust and serviced by the Bank, as Servicer, or by a successor ServicerSeller. The Original Pool Balance of Receivables are serviced for the Receivables as of the opening of business on __________ __Trust by Case Credit Corporation, 200_ a Delaware corpo ration (the "Cut-off DateCase Credit") was equal to $____________). The Underwritten Notes will be issued pursuant to the Indenture to be dated as of __________ __February 1, 200_ 1998 (as amended and supplemented from time to time, the "Indenture"), between the Trust and _______________, _____________, as indenture trustee ▇▇▇▇▇▇ Trust and Savings Bank (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Underwritten Notes as contemplated hereinin this Agreement, the Trust will issue (i) $____________ aggregate 25,000,000 principal amount of ____5.940% Class B Asset Backed Notes (the "Class B Notes") which will be sold pursuant to an underwriting agreement dated as of the date hereof (the "Class B Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Seller, Case Credit and you, as representative of the several underwriters named in Schedule I thereto, and (ii) $10,938,000 principal amount of 5.940% Asset Backed Certificates (the "Certificates") pursuant ), each representing a fractional undivided interest in the Trust, which will be retained by the Seller. The Underwritten Notes and the Class B Notes are sometimes referred to herein as the Amended "Securities". Capitalized terms used and Restated not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of February 1, 1998 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Trust, the Seller and Case Credit, as servicer, or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of __________ __February 1, 200_ 1998 (as amended and supplemented from time to time, the "Trust Agreement"), between the Seller and The Bank and _______________of New York, as owner trustee (the "Owner Trustee"), each representing a fractional undivided ownership interest in the Trust, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Certificate Underwriting Agreement" and, together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (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 assigned to such terms in the Sale and Servicing Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Notes from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom [______________] is acting as representative (the "Representative").

Introductory. Chase Manhattan Bank USA, National AssociationCNH Capital Receivables LLC, a national banking association Delaware limited liability company (the "Bank"“Seller”), proposes to form Chase Manhattan Auto Owner cause CNH Equipment Trust 200_-_ 2014-B (the "“Trust"”) to issue and sell $____________ aggregate 188,000,000 principal amount of 0.19% Class A-1 ____% Asset Backed Notes (the "“Class A-1 Notes"”), ; $____________ aggregate 315,000,000 principal amount of 0.48% Class A-2 ____% Asset Backed Notes (the "“Class A-2 Notes"”), ; $____________ aggregate 310,000,000 principal amount of 0.91% Class A-3 ____% Asset Backed Notes (the "“Class A-3 Notes") and ”); $____________ aggregate 164,070,000 principal amount of 1.61% Class A-4 ____% Asset Backed Notes (the "“Class A-4 Notes" and”, together with and collectively, the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-3 A-4 Notes, the "“Class A Notes"”). The assets ; and $22,497,000 principal amount of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes 1.93% Class B Asset Backed Notes (the "Receivables"“Class B Notes” and, together with the Class A Notes, the “Notes”) secured by new and used automobiles to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you are acting as representatives (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined“Representatives”), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on __________ __, 200_ (the "Cut-off Date") was equal to $____________. The Notes will be issued pursuant to the Indenture to be dated as of __________ __May 1, 200_ 2014 (as amended and supplemented from time to time, the "“Indenture"”), between the Trust and _______________, _____________Deutsche Bank Trust 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 and retail installment loans (the “Receivables”) secured by new or used agricultural or construction equipment and the related security interests in the equipment financed thereby. The Receivables were sold to the Trust by the Seller. The Receivables are serviced for the Trust by New Holland Credit Company, LLC, a Delaware limited liability company (“New Holland”). Simultaneously with the issuance and sale of the Notes as contemplated hereinin this Agreement, the Trust will issue $____________ aggregate principal amount of ____% Asset Backed Certificates to the Seller certificates representing fractional undivided equity interests in the Trust (the "“Certificates") pursuant to the Amended and Restated Trust Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and _______________, as owner trustee (the "Owner Trustee"), each representing a fractional undivided ownership interest in the Trust, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Certificate Underwriting Agreement" and, together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (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 assigned ascribed to such terms them in the Sale and Servicing Agreement to be dated as of __________ __May 1, 200_ 2014 (as amended and supplemented from time to time, the "“Sale and Servicing Agreement"”), among the Trust, the Seller and New Holland, as servicer, or, if not defined therein, in the Indenture or the Trust Agreement dated as of May 1, 2014 (as amended and supplemented from time to time, the “Trust Agreement”), between the Seller and Wilmington Trust and the BankCompany, as Seller and Servicertrustee (the “Trustee”). This is At or prior to confirm the agreement concerning the purchase time when sales to purchasers of the Notes from the Bank were first made to investors by the several underwriters named in Schedule I hereto Underwriters, which was approximately 4:30 p.m. (New York time) on June 3, 2014 (the "Underwriters"“Time of Sale”), for whom [______________] is acting as representative the Seller had prepared the following information (collectively, the “Time of Sale Information”): the preliminary prospectus supplement dated May 29, 2014 (the "Representative"“Preliminary Prospectus Supplement”) to the base prospectus dated May 29, 2014 (the “Base Prospectus”) (together, along with information referred to under the caption “Annex A—Static Pool Data” therein, the “Preliminary Prospectus”) and the free writing prospectus dated May 29, 2014 (the “Initial Free Writing Prospectus”) in the form filed with the Securities and Exchange Commission (the “Commission”) on May 29, 2014. If, subsequent to the Time of Sale and prior to the Closing Date (as defined below), such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and as a result investors in the Notes may terminate their old “Contracts of Sale” (within the meaning of Rule 159 under the Securities Act of 1933, as amended (the “Act”)) for any Notes and the Underwriters enter into new Contracts of Sale with investors in the Notes, then “Time of Sale Information” will refer to the information conveyed to investors at the time of entry into the first such new Contract of Sale, in an amended Preliminary Prospectus approved by the Seller and the Representatives that corrects such material misstatements or omissions (a “Corrected Prospectus”) and “Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into.

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

Introductory. Chase Manhattan Bank USA(a) Aon North America, National AssociationInc., a national banking association Delaware corporation (the "Bank"“Issuer”), proposes to form Chase Manhattan Auto Owner Trust 200_-_ agrees with the several underwriters named in Exhibit A hereto (the "Trust"“Underwriters”) to issue and sell to the several Underwriters $____________ aggregate 600,000,000 principal amount of Class A-1 ____its 5.125% Asset Backed Senior Notes due 2027 (the "Class A-1 “2027 Notes"”), $____________ aggregate 1,000,000,000 principal amount of Class A-2 ____its 5.150% Asset Backed Senior Notes due 2029 (the "Class A-2 “2029 Notes"”), $____________ aggregate 650,000,000 principal amount of Class A-3 ____its 5.300% Asset Backed Senior Notes due 2031 (the "Class A-3 “2031 Notes"”), $1,750,000,000 principal amount of its 5.450% Senior Notes due 2034 (the “2034 Notes”) and $____________ aggregate 2,000,000,000 principal amount of Class A-4 ____its 5.750% Asset Backed Senior Notes due 2054 (the "Class A-4 “2054 Notes" ” and, together with the Class A-1 2027 Notes, the Class A-2 2029 Notes, the 2031 Notes and the Class A-3 2034 Notes, the "“Notes"”). The assets , to be issued under an indenture dated as of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Closing Date (as hereinafter defineddefined below) (the “Base Indenture”), such Receivables among the Issuer, the Guarantors (as defined below) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by a supplemental indenture to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables dated as of the opening of business on __________ __, 200_ Closing Date (the "Cut-off Date"“Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) was equal to $____________among the Issuer, the Guarantors and the Trustee. The Notes will be issued pursuant fully and unconditionally guaranteed as to the Indenture to be dated as payment of __________ __principal and interest by Aon plc, 200_ a public limited company formed under the laws of Ireland (as amended and supplemented from time to time, the "Indenture"“Aon plc”), between the Trust and _______________Aon Corporation, _____________, as indenture trustee a Delaware corporation (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Trust will issue $____________ aggregate principal amount of ____% Asset Backed Certificates (the "Certificates") pursuant to the Amended and Restated Trust Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"“Aon Corporation”), between Aon Global Limited, a private limited company incorporated under the Bank laws of England and _______________, as owner trustee Wales (the "Owner Trustee"“AGL”), each representing and Aon Global Holdings plc, a fractional undivided ownership interest in public limited company incorporated under the Trust, which will be sold pursuant to an underwriting agreement dated the date hereof laws of England and Wales (the "Certificate Underwriting Agreement" “AGH” and, together with this AgreementAon plc, Aon Corporation and AGL, the "Underwriting Agreements") among “Guarantors,” and each, a “Guarantor,” and such guarantees, the Bank and the underwriters named therein (the "Certificate Underwriters"“Guarantees”). The Notes and Notes, together with the Certificates Guarantees, are sometimes referred to collectively herein in this Agreement as the "“Securities". Capitalized terms used .” (b) Aon plc, ▇▇▇▇▇▇▇▇ Acquisition Corp., a Delaware corporation and not otherwise defined herein shall have an indirect, wholly owned subsidiary of Aon plc (“Acquirer”), ▇▇▇▇▇▇▇▇ Merger Sub LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of the meanings assigned to such terms in Acquirer (“Merger Sub” and, collectively with Aon plc and Acquirer, the Sale “Aon Parties”), NFP Intermediate Holdings A Corp., a Delaware corporation (“Target”), and Servicing Agreement to be NFP Parent Co, LLC, a Delaware limited liability company (“Target Seller” and, collectively with Target, the “Target Parties”), entered into an agreement and plan of merger (the “Merger Agreement”) dated as of __________ __December 19, 200_ (as amended 2023, pursuant to which, subject to the terms and supplemented from time to timeconditions thereof, the "Sale Acquirer will acquire the issued and Servicing outstanding equity interests of NFP. The term “Merger Agreement")” as used herein shall include all exhibits, between the Trust schedules, disclosure letters and the Bank, as Seller and Servicer. This is attachments to confirm the agreement concerning the purchase of the Notes from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom [______________] is acting as representative (the "Representative")such Merger Agreement.

Introductory. Chase Manhattan Bank USAGE Equipment Midticket LLC, National Association, a national banking association Series 2007-1 (the "BankCompany"), proposes to form Chase Manhattan Auto Owner Trust 200_-_ CEF Equipment Holding, L.L.C. ("CEFEH" or the "TrustDepositor") and General Electric Capital Corporation ("GECC") propose to sell $____________ aggregate principal amount cause the sale of the GE Equipment Midticket LLC, Series 2007-1 Asset Backed Notes, consisting of the Class A-1 ____% Asset Backed Notes (the "Class A-1 Notes"), $____________ aggregate principal amount of the Class A-2 ____% Asset Backed A-2a Notes (the "Class A-2 A-2a Notes"), $____________ aggregate principal amount of the Class A-3 ____% Asset Backed A-2b Notes (the "Class A-3 A-2b Notes") and $____________ aggregate principal amount of ), the Class A-3a Notes (the "Class A-3a Notes"), the Class A-3b Notes (the "Class A-3b Notes"), the Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes") and the Class B Notes (the "Class B Notes" and, and together with the Class A-1 Notes, the Class A-2 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 A-3 B Notes, the "Offered Notes"). The Company will also issue the Class C Notes (the "Class C Notes" and together with the Offered Notes, the "Notes"). The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on __________ __, 200_ (the "Cut-off Date") was equal to $____________. The Notes will be issued pursuant to the Indenture to be an Indenture, dated as of __________ __November 20, 200_ 2007 (as amended and supplemented from time to time, the "Indenture"), between the Trust Company and _______________, _____________The Bank of New York, as indenture trustee (the "Indenture Trustee"). Simultaneously with the issuance and sale of the The Notes as contemplated herein, the Trust will issue $____________ be issued in an aggregate initial principal amount of ____% Asset Backed Certificates $1,137,359,000. The Offered 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, 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 "Loans") and certain rights under the Interest Rate Swap Agreement, to be dated November 20, 2007 (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 Interest Rate Swap Agreement"), between the Bank Company and _______________General Electric Capital Services, Inc. ("GECS"). Pursuant to a Loan Sale Agreement, dated as owner trustee of November 20, 2007 (the "Owner TrusteeLoan Sale Agreement"), each representing among the Depositor, GECC, VFS Financing, Inc. ("VFS") and GE Capital Information Technology Solutions, Inc. ("GE ITS", and together with VFS, the "Originators"), GECC and the Originators will sell the Loans to the Depositor. Pursuant to a fractional undivided ownership interest in the TrustLoan Purchase and Sale Agreement, which will be sold pursuant to an underwriting agreement dated the date hereof as of November 20, 2007 (the "Certificate Underwriting Agreement" and, together with this Agreement, the "Underwriting Agreements") among the Bank Loan Purchase and the underwriters named therein (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 assigned to such terms in the Sale and Servicing Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust Depositor and the BankCompany, 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 Seller and Servicer. This is to confirm the agreement concerning the purchase of the Notes from the Bank by the several underwriters named in Schedule I hereto November 20, 2007 (the "UnderwritersServicing Agreement")) between GECC, for whom [______________] is acting as representative (servicer, and the "Representative")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. Chase Manhattan Bank USAGE Commercial Equipment Financing LLC, National Association, a national banking association Series 2005-1 (the "Bank"“Company”), proposes CEF Equipment Holding, L.L.C. (“CEFEH” or the “Seller”), General Electric Capital Corporation (“GECC”) and General Electric Credit Corporation of Tennessee (“GECC Tennessee” and together with GECC, the “Originators”) propose to form Chase Manhattan Auto Owner Trust 200_-_ (cause the "Trust") to sell $____________ aggregate principal amount sale of the GE Commercial Equipment Financing LLC, Series 2005-1 Asset Backed Notes, consisting of the Class A-1 ____% Asset Backed Notes (the "“Class A-1 Notes"”), $____________ aggregate principal amount of the Class A-2 ____% Asset Backed Notes (the "“Class A-2 Notes"”), $____________ aggregate principal amount of the Class A-3 ____% Asset Backed A-3a Notes (the "“Class A-3 A-3a Notes") and $____________ aggregate principal amount of ”), the Class A-4 ____% Asset Backed A-3b Notes (the "“Class A-3b Notes”), the Class A-4 Notes (the “Class A-4 Notes" and”), the Class B Notes (the “Class B Notes”) and the Class C Notes (the “Class C Notes” and together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3a Notes, the Class A-3b Notes, the Class A-4 Notes and the Class A-3 B Notes, the "“Notes"”). The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on __________ __, 200_ (the "Cut-off Date") was equal to $____________. The Notes will be issued pursuant to the Indenture to be an Indenture, dated as of __________ __June 16, 200_ 2005 (as amended and supplemented from time to time, the "“Indenture"”), between the Trust Company, and _______________JPMorgan Chase Bank, _____________N.A., as indenture trustee (the "“Indenture Trustee"”). Simultaneously with the issuance and sale of the The Notes as contemplated herein, the Trust will issue $____________ be issued in an aggregate initial principal amount of ____% Asset Backed Certificates $654,062,000. 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, construction equipment, furniture and fixtures, maritime assets, technology and telecommunications equipment or other equipment (including medical and dental equipment and IT equipment) and the related security interests in the equipment financed thereby (collectively, the “Loans”) and certain rights under the Interest Rate Swap Agreements, each to be dated June 16, 2005 (the "Certificates"“Interest Rate Swap Agreements”), between the Company and General Electric Capital Services, Inc. (“GECS” or the “Swap Counterparty”). Pursuant to a Loan Sale Agreement, dated as of June 16, 2005 (the “Loan Sale Agreement”), among CEFEH, GECC and GECC Tennessee, GECC and GECC Tennessee will sell the Loans to CEFEH. Pursuant to a Loan Purchase and Sale Agreement, dated as of June 16, 2005 (the “Loan Purchase and Sale Agreement”) pursuant between CEFEH and the Company, CEFEH will sell, transfer and convey to the Amended Company, without recourse, all of its right, title and Restated Trust Agreement interest in the Loans. Pursuant to the Servicing Agreement, to be dated as of __________ __June 16, 200_ 2005 (as amended and supplemented from time to time, the "Trust “Servicing Agreement"), ”) between the Bank and _______________GECC, as owner trustee (the "Owner Trustee"), each representing a fractional undivided ownership interest in the Trust, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Certificate Underwriting Agreement" and, together with this Agreement, the "Underwriting Agreements") among the Bank servicer and the underwriters named therein (Company, GECC will service the "Certificate Underwriters"). The Notes and the Certificates are sometimes referred to collectively herein as the "Securities"Loans. Capitalized terms used and herein but not otherwise defined herein shall have the meanings assigned to such terms set forth in the Sale and Servicing Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to timeIndenture. The Class A-1 Notes shall bear interest at 3.42375% per annum, the "Sale and Servicing Agreement")Class A-2 Notes shall bear interest at 3.77% per annum, between the Trust Class A-3a Notes shall bear interest at 3.98% per annum, the Class A-3b Notes shall bear interest at the then applicable One-Month LIBOR plus 0.01% per annum, the Class A-4 Notes shall bear interest at the then applicable One-Month LIBOR plus 0.06% per annum, the Class B Notes shall bear interest at the then applicable One-Month LIBOR plus 0.25% per annum and the Bank, as Seller and Servicer. This is to confirm Class C Notes shall bear interest at the agreement concerning the purchase of the Notes from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom [______________] is acting as representative (the "Representative")then applicable One-Month LIBOR plus 0.47% per annum.

Introductory. Chase Manhattan Bank USA, National AssociationPerpetual Limited (ABN 86 ▇▇▇ ▇▇▇ ▇▇▇), a national banking association 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 "BankFund", 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 form Chase Manhattan Auto Owner Trust 200_-_ (the "Trust") to sell $____________ aggregate principal amount of Class A-1 ____% Asset Backed Notes (the "Class A-1 Notes"), $____________ aggregate principal amount of Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"). The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on __________ __, 200_ (the "Cut-off Date") was equal to $____________. The Notes will be issued pursuant to the Indenture to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Indenture"), between the Trust and _______________, _____________, as indenture trustee (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Trust will issue $____________ aggregate principal amount of ____% Asset Backed Certificates (the "Certificates") pursuant to the Amended and Restated Trust Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and _______________, as owner trustee (the "Owner Trustee"), each representing a fractional undivided ownership interest in the Trust, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Certificate Underwriting Agreement" and, together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (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 assigned to such terms in the Sale and Servicing Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Notes from the Bank by the several underwriters named Underwriters listed in Schedule I hereto (the "Underwriters"), 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 €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 Mortgage Backed Floating Rate Notes (the "Class B Notes" and, together with the Class A Notes, the "Notes") which are not being sold to the Underwriters pursuant to this Underwriting Agreement (this "Agreement"). The assets of the Fund include, among other things, a pool of variable and fixed rate residential housing loans (the "Housing Loans") initially originated by Members Equity Bank Pty Limited (formerly known as Members Equity Pty Limited) (ABN 56 070 887 679) ("Members 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 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 payments of principal and after the Closing Date (as defined herein) with respect to payments of interest, 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 collection account, amounts available under the 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 "Master 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 Class B Notes, to be dated on or about May 28, 2007 (the "Supplementary Bond Terms Notice - Class A Notes and Class B Notes"), between the Issuer Trustee, the Security Trustee, the Note Trustee and the Manager, will set forth the terms and conditions of the Notes. The Note Trust Deed, to be dated on or about May 28, 2007 (the "Note Trust Deed") by and among the Issuer Trustee, the Manager, AIB/BNY Fund Management (Ireland) Limited (the "Irish Paying Agent"), the Security Trustee and The Bank of New York (the "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 Registration Statement (as defined below), including a prospectus, relating to the Class A1 Notes. The United States Securities Exchange Act of 1934, as amended, is herein referred to as the "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 "Time 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. Chase Manhattan Bank USA, National Association▇▇▇▇▇▇ ▇▇▇ Education Loan Corporation, a national banking association Delaware corporation (the "BankNMELC"), proposes to form Chase Manhattan Auto Owner cause ▇▇▇▇▇▇ ▇▇▇ Student Loan Trust 200_-_ 1999-A (the "TrustTRUST") to issue and sell $[____________ ] aggregate principal amount of its Class A-1 ____% Asset Floating Rate Asset-Backed Notes (the "Class CLASS A-1 NotesNOTES"), $[____________ ] aggregate principal amount of its Class A-2 ____% Asset Floating Rate Asset-Backed Notes (the "Class CLASS A-2 Notes"), $____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 NotesNOTES" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "NotesNOTES"). The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on $[__________ __, 200_ (the "Cut-off Date") was equal to $____________. The Notes will be issued pursuant to the Indenture to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Indenture"), between the Trust and _______________, _____________, as indenture trustee (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Trust will issue $____________ ] aggregate principal amount of ____% Asset its Floating Rate Asset-Backed Certificates (the "Certificates") pursuant to the Amended and Restated Trust Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and _______________, as owner trustee (the "Owner Trustee"), each representing a fractional undivided ownership interest in the Trust, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Certificate Underwriting Agreement" and, together with this Agreementthe Notes, the "Underwriting AgreementsSECURITIES") among to the Bank and the underwriters named therein (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 assigned to such terms in the Sale and Servicing Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Notes from the Bank by the several underwriters named in Schedule I hereto (the "UnderwritersUNDERWRITERS"), ) for whom which [______________] (the "REPRESENTATIVE") is acting as representative representative. The assets of the Trust include, among other things, a pool of student loans (the "RepresentativeINITIAL TRUST LOANS") 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 NMELC (and, with respect to legal title to the Trust Loans, by The First National Bank of Chicago, as trustee for NMELC ("FNBC")) 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"), among the Trust, NMELC and the Eligible Lender Trustee. The Notes will be issued pursuant to an Indenture to be dated as of ______ _, 1999 (as amended and supplemented from time to time, the "INDENTURE"), between the Trust and State Street Bank and Trust Company, a Massachusetts banking corporation, as trustee under the Indenture (the "INDENTURE TRUSTEE"). The Trust will be formed pursuant to a trust agreement to be dated as of _______ __, 1999 (the "TRUST AGREEMENT"), 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 ______ __, 1999 (the "CO-TRUSTEE AGREEMENT"), between such corporation and the Eligible Lender Trustee. Capitalized terms used and not otherwise defined herein shall have the meanings given them in Appendix A hereto. NMELC filed with the Securities and 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 required pursuant to the Securities Act of 1933, as amended (the "1933 ACT"), and the rules and regulations of the Commission thereunder (the "RULES 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. Chase Manhattan Bank USA, National AssociationAmerican Honda Receivables LLC, a national banking association Delaware limited liability company (the "Bank"“Company”), proposes proposes, subject to form Chase Manhattan the terms and conditions stated herein, to cause the Honda Auto Receivables 2023-4 Owner Trust 200_-_ (the "“Trust"”) to sell issue $____________ 464,700,000 aggregate principal amount of Class A-1 ____5.680% Asset Backed Notes Notes, Class A-1 (the "“Class A-1 Notes"”), $____________ 651,800,000 aggregate principal amount of Class A-2 ____5.87% Asset Backed Notes Notes, Class A-2 (the "“Class A-2 Notes"”), $____________ 651,800,000 aggregate principal amount of Class A-3 ____5.67% Asset Backed Notes Notes, Class A-3 (the "“Class A-3 Notes"”) and $____________ 73,806,000 aggregate principal amount of Class A-4 ____5.66% Asset Backed Notes Notes, Class A-4 (the "“Class A-4 Notes" and, ” and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "“Notes"”) and the Company proposes to sell a portion of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, such Notes, the “Underwritten Notes” (as set forth on Schedule A) to the several underwriters set forth on Schedule A (each, an “Underwriter”), for which J.▇. ▇▇▇▇▇▇ Securities LLC, Citigroup Global Markets Inc., Mizuho Securities USA LLC and SG Americas Securities, LLC are each acting as a representative (in such capacity, each a “Representative” and collectively, the “Representatives”), pursuant to the terms of this underwriting agreement dated November 1, 2023 by and among the Company, American Honda Finance Corporation (“AHFC”) and the Representatives (this “Agreement”). The Notes will be issued pursuant to the Indenture, dated November 8, 2023 (the “Indenture”), between the Trust and U.S. Bank Trust Company, National Association (the “Indenture Trustee”). The Trust, the Company and AHFC, as sponsor (in such capacity, the “Sponsor”), hereby confirm their agreement with the Underwriters concerning the purchase of the Underwritten Notes from the Trust by the Underwriters. The Sponsor or a “majority-owned affiliate” of the Sponsor (as such term is defined in Regulation RR, 17 C.F.R. §246.1 et seq. (the “Risk Retention Rules”) promulgated under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”)), intends to retain an amount equal to at least 5% of the initial principal amount of each class of the Notes (the “Retained Interest”), pursuant to the requirements of the final rules contained in the Risk Retention Rules. Concurrently with the issuance of the Notes and sale of the Underwritten Notes as contemplated herein, the Trust will issue $47,233,371.17 aggregate principal amount of certificates of beneficial interest (the “Certificates”), each representing an interest in the Owner Trust Estate. The Company will retain the Certificates. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement, dated November 8, 2023 (the “Trust Agreement”), among the Company, The Bank of New York Mellon, as owner trustee (in such capacity, the “Owner Trustee”) and BNY Mellon Trust of Delaware, as Delaware trustee (in such capacity, the “Delaware Trustee”). The Certificates are subordinated to the Notes. The assets of the Trust will include, among other things, a pool of simple interest retail installment sales sale contracts and purchase money notes and other notes (the "Receivables") secured by new and used Honda and Acura motor vehicles (including automobiles and light-duty trucks) (the "Financed Vehicles"“Receivables”) and certain monies received due thereunder on or after October 1, 2023 (the “Cutoff Date (as hereinafter definedDate”), such Receivables to be transferred sold to the Trust and serviced by the BankCompany and to be serviced for the Trust by AHFC (or, in its capacity as servicer, the “Servicer, or by a successor Servicer”). The Original Pool Balance Trust will provide for the review of the Receivables as of the opening of business on __________ __for compliance with representations and warranties made about them in certain circumstances under an asset representations review agreement, 200_ (the "Cut-off Date") was equal to $____________. The Notes will be issued pursuant to the Indenture to be dated as of __________ __November 8, 200_ (as amended and supplemented from time to time, the "Indenture"), between the Trust and _______________, _____________, as indenture trustee 2023 (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Trust will issue $____________ aggregate principal amount of ____% “Asset Backed Certificates (the "Certificates"Representations Review Agreement”) pursuant to the Amended and Restated Trust Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and _______________, as owner trustee (the "Owner Trustee"), each representing a fractional undivided ownership interest in among the Trust, which will be sold pursuant to an underwriting agreement dated the date hereof AHFC and C▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the "Certificate Underwriting Agreement" and, together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (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 assigned to such terms in the Sale and Servicing Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Notes from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom [______________] is acting as representative (the "Representative"“Asset Representations Reviewer”).

Introductory. MMCA Auto Receivables Trust (the "Seller"), a Delaware business trust established pursuant to the Amended and Restated Trust Agreement, dated as of October 1, 1999 (the "MART Trust Agreement"), between Mitsubishi Motors Credit of America, Inc. ("MMCA") and Chase Manhattan Bank USA, National AssociationN.A., a national banking association as trustee (the "BankMART Trustee"), proposes proposes, subject to form Chase Manhattan the terms and conditions stated herein, to cause MMCA Auto Owner Trust 200_-_ 2001-1 (the "Trust") to issue and sell to the several underwriters named in Schedule A hereto (the "Underwriters"), acting severally and not jointly, for whom Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorpora▇▇▇ ("▇e▇▇▇▇▇ Lynch") ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇nt▇▇▇▇▇ (th▇ "▇▇presentative"), $____________ ▇▇▇,▇▇0,▇▇▇ aggregate principal amount of 4.6363% Class A-1 ____% Asset Backed Notes (the "Class A-1 Notes"), $____________ 165,000,000 aggregate principal amount of Floating Rate Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $____________ 310,000,000 aggregate principal amount of Floating Rate Class A-3 ____% Asset Backed Notes (the "Underwritten Class A-3 Notes") and ), $____________ 140,022,000 aggregate principal amount of 5.34% Class A-4 ____% Asset Backed Notes (the "Underwritten Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Underwritten Class A-3 Notes, the "Underwritten Class A Notes") and $10,000,000 aggregate principal amount of 6.19% Class B Asset Backed Notes (the "Underwritten Class B Notes" and, together with the Underwritten Class A Notes, the "Underwritten Notes"). Concurrently with the issuance and sale of the Underwritten Notes as contemplated herein, the Trust will issue (i) an additional $40,000,000 aggregate principal amount of Floating Rate Class A-3 Asset Backed Notes (the "Direct Purchase Class A-3 Notes" and, together with the Underwritten Class A-3 Notes, the "Class A-3 Notes"), (ii) an additional $53,000,000 aggregate principal amount of 5.34% Class A-4 Asset Backed Notes (the "Direct Purchase Class A-4 Notes" and, together with the Underwritten Class A-4 Notes, the "Class A-4 Notes") and (iii) an additional $54,095,000 aggregate principal amount of 6.19% Class B Asset Backed Notes (the "Direct Purchase Class B Notes" and, together with the Underwritten Class B Notes, the "Class B Notes"). Merrill Lynch will act as placement agent (the "Agent") for the Dire▇▇ ▇▇▇▇h▇▇▇ ▇lass A-3 Notes, the Direct Purchase Class A-4 Notes and the Direct Purchase Class B Notes (the "Direct Purchase Notes" and, together with the Underwritten Notes, the "Notes"). The assets of Merrill Lynch Bank & Trust Co. ("MLB&T") will purchase the Trust will includeDirect Pu▇▇▇▇▇▇ C▇▇▇▇ A-3 Notes and the Direct Purchase Class B Notes pursuant to a Note Purchase Agreement, among other thingsdated April 4, a pool of simple interest retail installment sales contracts and purchase money notes and other notes 2001 (the "ReceivablesMLB&T Note Purchase Agreement"), between the Seller and MLB&T. Merrill Lynch Bank USA Co. ("MLBUSA") secured by new and used automobiles will purchase the Direct Purch▇▇▇ ▇▇▇s▇ ▇-▇ Notes pursuant to a Note Purchase Agreement, dated April 4, 2001 (the "Financed VehiclesMLBUSA Note Purchase Agreement" and, together with the MLB&T Note Purchase Agreement, the ") and certain monies received thereunder on or after the Cutoff Date (as hereinafter definedNote Purchase Agreements"), such Receivables to be transferred to between the Trust Seller and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on __________ __, 200_ (the "Cut-off Date") was equal to $____________MLBUSA. The Notes will be issued pursuant to the Indenture to be Indenture, dated as of __________ __April 1, 200_ 2001 (as amended and supplemented from time to time, the "Indenture"), between the Trust and _______________, _____________The Bank of Tokyo-Mitsubishi Trust Company, as indenture trustee (the "Indenture Trustee"), and will represent indebtedness of the Trust. Simultaneously Concurrently with the issuance and sale of the Notes as contemplated herein, the Trust will issue $____________ 73,955,367.36 aggregate principal amount of ____% Asset Backed Certificates certificates (the "Certificates") ), each representing an interest in the property of the Trust (the "Trust Property"). The Seller will retain the Certificates. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement to be Agreement, dated as of __________ __April 1, 200_ 2001 (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank Seller and _______________Wilmington Trust Company, as owner trustee (the "Owner Trustee"), each representing a fractional undivided ownership interest in the Trust, which . The Certificates will be sold pursuant subordinated to an underwriting agreement dated the date hereof (the "Certificate Underwriting Agreement" and, together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (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 assigned to such terms in the Sale and Servicing Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Notes from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom [______________] is acting as representative (the "Representative")Notes.

Introductory. Chase Manhattan Bank USA, National AssociationCNH Capital Receivables LLC, a national banking association Delaware limited liability company (the "Bank"“Seller”), proposes to form Chase Manhattan Auto Owner cause CNH Equipment Trust 200_-_ 2011-C (the "“Trust"”) to issue and sell $____________ aggregate 175,000,000 principal amount of 0.54815% Class A-1 ____% Asset Backed Notes (the "Class “A-1 Notes"”), ; $____________ aggregate 280,000,000 principal amount of 0.90% Class A-2 ____% Asset Backed Notes (the "Class “A-2 Notes"”), ; $____________ aggregate 233,000,000 principal amount of 1.19% Class A-3 ____% Asset Backed Notes (the "Class “A-3 Notes") and ”); $____________ aggregate 99,022,000 principal amount of 1.55% Class A-4 ____% Asset Backed Notes (the "Class “A-4 Notes" ”, and collectively, the A-1 Notes, the A-2 Notes, the A-3 Notes and the A-4 Notes, the “Class A Notes”); $23,923,000 principal amount of 2.46% Class B Asset Backed Notes (the “B Notes” and, together with the Class A-1 A Notes, the Class A-2 Notes and “Notes”) to the Class A-3 Notesseveral underwriters named in Schedule I hereto (collectively, the "Notes"“Underwriters”). The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes for whom you are acting as representatives (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined“Representatives”), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on __________ __, 200_ (the "Cut-off Date") was equal to $____________. The Notes will be issued pursuant to the Indenture to be dated as of __________ __November 1, 200_ 2011 (as amended and supplemented from time to time, the "“Indenture"”), between the Trust and _______________, _____________Deutsche Bank Trust 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 and retail installment loans (the “Receivables”) secured by new or used agricultural or construction equipment and the related security interests in the equipment financed thereby. The Receivables were sold to the Trust by the Seller. The Receivables are serviced for the Trust by New Holland Credit Company, LLC, a Delaware limited liability company (“New Holland”). Simultaneously with the issuance and sale of the Notes as contemplated hereinin this Agreement, the Trust will issue $____________ aggregate principal amount of ____% Asset Backed Certificates to the Seller certificates representing fractional undivided equity interests in the Trust (the "“Certificates") pursuant to the Amended and Restated Trust Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and _______________, as owner trustee (the "Owner Trustee"), each representing a fractional undivided ownership interest in the Trust, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Certificate Underwriting Agreement" and, together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (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 assigned ascribed to such terms them in the Sale and Servicing Agreement to be dated as of __________ __November 1, 200_ 2011 (as amended and supplemented from time to time, the "“Sale and Servicing Agreement"”), among the Trust, the Seller and New Holland, as servicer, or, if not defined therein, in the Indenture or the Trust Agreement dated as of November 1, 2011 (as amended and supplemented from time to time, the “Trust Agreement”), between the Seller and Wilmington Trust and the BankCompany, as Seller and Servicertrustee (the “Trustee”). This is At or prior to confirm the agreement concerning the purchase time when sales to purchasers of the Notes from the Bank were first made to investors by the several underwriters named in Schedule I hereto Underwriters, which was approximately 4:44 p.m. (New York time) on December 7, 2011 (the "Underwriters"“Time of Sale”), for whom [______________] is acting as representative the Seller had prepared the following information (collectively, the “Time of Sale Information”): the preliminary prospectus supplement dated December 1, 2011 (the "Representative"“Preliminary Prospectus Supplement”) to the base prospectus dated December 1, 2011 (the “Basic Prospectus”) (together, along with information referred to under the caption “Static Pool Data” therein regardless of whether it is deemed a part of the Registration Statement or Prospectus, the “Preliminary Prospectus”) and the free writing prospectus dated December 1, 2011 (the “Initial Free Writing Prospectus”) in the form filed with the Securities and Exchange Commission (the “Commission”) on December 5, 2011. If, subsequent to the Time of Sale and prior to the Closing Date (as defined below), such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and as a result investors in the Notes may terminate their old “Contracts of Sale” (within the meaning of Rule 159 under the Securities Act of 1933, as amended (the “Act”)) for any Notes and the Underwriters enter into new Contracts of Sale with investors in the Notes, then “Time of Sale Information” will refer to the information conveyed to investors at the time of entry into the first such new Contract of Sale, in an amended Preliminary Prospectus approved by the Seller and the Representatives that corrects such material misstatements or omissions (a “Corrected Prospectus”) and “Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into.

Introductory. Chase Manhattan Bank USA, National AssociationDaimler Trust Leasing LLC, a national banking association Delaware limited liability company (the "BankDepositor"), proposes to form Chase Manhattan cause Mercedes-Benz Auto Owner Lease Trust 200_-_ 2018-A (the "TrustIssuing Entity") to sell issue $____________ aggregate 266,000,000 principal amount of Class A-1 ____1.75000% Asset Backed Notes (the "Class A-1 Notes"), $____________ aggregate 460,000,000 principal amount of Class A-2 ____2.20% Asset Backed Notes (the "Class A-2 Notes"), $____________ aggregate 460,000,000 principal amount of Class A-3 ____2.41% Asset Backed Notes (the "Class A-3 Notes") and $____________ aggregate 100,253,000 principal amount of Class A-4 ____2.51% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"). The assets ) and to sell a portion of the Trust will includeClass A-1 Notes, among other thingsthe Class A-2 Notes, a pool of simple interest retail installment sales contracts the Class A-3 Notes and purchase money notes and other notes the Class A-4 Notes in the respective amounts listed on Schedule I hereto (the "ReceivablesUnderwritten Notes") secured by new and used automobiles to the several underwriters named in Schedule I hereto (the "Financed VehiclesUnderwriters") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, for whom you are acting as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on __________ __, 200_ representatives (the "Cut-off DateRepresentatives") was equal to $____________). The Notes will be issued pursuant to the an Indenture to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Indenture"), dated as of January 1, 2018, between the Trust Issuing Entity and _______________, _____________U.S. Bank National Association, as indenture trustee (in such capacity, the "Indenture Trustee"). The assets of the Issuing Entity will include, among other things, the 2018-A Exchange Note (as defined below) backed by a pool of new Mercedes-Benz passenger car and sport utility vehicle leases and the related leased vehicles. Simultaneously with the issuance and sale of the Underwritten Notes as contemplated herein, the Trust will issue $____________ aggregate principal amount of ____% Asset Backed Certificates (the "Certificates") pursuant to the an Amended and Restated Trust Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), dated January 1, 2018, between the Bank Depositor and _______________Wilmington Trust, National Association, as owner trustee (in such capacity, the "Owner Trustee"), the Issuing Entity will issue asset backed certificates (the "Certificates"), each such Certificate representing a fractional undivided ownership beneficial interest in the Issuing Entity, to the Depositor. Daimler Trust, which will be sold pursuant to an underwriting agreement dated the date hereof titling trust (the "Certificate Underwriting Agreement" and, 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) among the Bank and the underwriters named therein ("MBFS USA"), as titling trust administrator, Daimler Trust Holdings LLC, as initial beneficiary (the "Certificate UnderwritersInitial 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 January 24, 2018 (the "2018-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 2018-A Exchange Note Supplement (as amended and supplemented from time to time, the "Exchange Note Supplement"), dated as of January 1, 2018, among the Borrower, the Administrative Agent, the Collateral Agent, the Lender, the Servicer and the Indenture Trustee, issue a 2018-A Exchange Note (the "2018-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 2018-A Exchange Note shall be paid from collections on the Titling Trust Assets allocated to the 2018-A Reference Pool as of the close of business on November 30, 2017 (the "2018-A Cutoff Date"). The Notes Lender will sell the 2018-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 January 1, 2018, between the Lender and the Certificates are sometimes referred Depositor, and the Depositor will sell the 2018-A Exchange Note to collectively herein the Issuing Entity pursuant to a Second-Tier Sale Agreement (as amended and supplemented from time to time, the "SecuritiesSecond-Tier Sale Agreement"), dated as of January 1, 2018, between the Depositor and the Issuing Entity. MBFS USA will continue to service the Titling Trust Assets allocated to the 2018-A Reference Pool pursuant to a 2018-A Servicing Supplement (as amended and supplemented from time to time, the "2018-A Servicing Supplement"), dated as of January 1, 2018, among the Servicer, the Lender, the Borrower and the Collateral Agent, which supplements that certain Amended and Restated Servicing Agreement (as amended and supplemented from time to time, the "Basic Servicing Agreement"), dated as of March 1, 2009, among the Lender, the Servicer, the Borrower and the Collateral Agent. The asset representations review will be performed by the Asset Representations Reviewer (as defined below) under an Asset Representations Review Agreement (the "Asset Representations Review Agreement") dated as of January 1, 2018 among ▇▇▇▇▇▇▇ Fixed Income Services LLC, a Delaware limited liability company, as asset representations reviewer (the "Asset Representations Reviewer"), the Issuing Entity and MBFS USA, as Administrator and Servicer. Capitalized terms used and not otherwise defined herein shall have the meanings assigned ascribed to such terms them in Appendix 1 to the Sale and Servicing Agreement Exchange Note Supplement or, if not defined therein, in Appendix A to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Basic Collateral Agency Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Notes from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom [______________] is acting as representative (the "Representative").

Introductory. Chase Manhattan Bank USA, National AssociationAmerican Honda Receivables Corp., a national banking association California corporation (the "Bank"“Company”), proposes proposes, subject to form Chase Manhattan the terms and conditions stated herein, to cause the Honda Auto Receivables 2009-3 Owner Trust 200_-_ (the "“Trust"”) to issue and sell $____________ 495,000,000 aggregate principal amount of Class A-1 ____0.75435% Asset Backed Notes Notes, Class A-1 (the "“Class A-1 Notes")”) , $____________ 414,000,000 aggregate principal amount of Class A-2 ____1.50% Asset Backed Notes Notes, Class A-2 (the "“Class A-2 Notes"”), $____________ 725,000,000 aggregate principal amount of Class A-3 ____2.31% Asset Backed Notes Notes, Class A-3 (the "“Class A-3 Notes") and $____________ 193,000,000 aggregate principal amount of Class A-4 ____3.30% Asset Backed Notes Notes, Class A-4 (the "“Class A-4 Notes" and, ” and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 NotesA-3, the "“Notes"”). The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on __________ __, 200_ (the "Cut-off Date") was equal to $____________. The Notes will be issued pursuant to the Indenture Indenture, to be dated as of __________ __July 1, 200_ 2009 (as amended and supplemented from time to time, the "“Indenture"”), between the Trust and _______________Citibank, _____________N.A. (the “Indenture Trustee”). Certain of the Underwriters (as defined herein) are financial institutions appearing on the Federal Reserve Bank of New York’s list of Primary Government Securities Dealers Reporting to the Government Securities Dealers Statistics Unit of the Federal Reserve Bank of New York (a “Primary Dealer”), and may be a party to that certain Master Loan and Security Agreement among the Federal Reserve Bank of New York (the “FRBNY”), as indenture trustee Lender, various Primary Dealers party thereto, the Bank of New York Mellon, as Administrator, and the Bank of New York Mellon, as Custodian (the "Indenture Trustee"“MLSA”), in connection with the Term Asset-Backed Securities Loan Facility (the “TALF”). Simultaneously It is expressly intended by the parties hereto that all rights, benefits and remedies of the Underwriters under this Agreement shall be for the benefit of, and shall be enforceable by, each Underwriter that is also a Primary Dealer not only in its capacity as an Underwriter but also in its capacity as a Primary Dealer and as a signatory to the MLSA. Concurrently with the issuance and sale of the Notes as contemplated herein, the Trust will issue $____________ 81,088,102.50 aggregate principal amount of ____% Asset Backed Certificates certificates of beneficial interest (the "“Certificates") ”), each representing an interest in the Owner Trust Estate. The Company will retain the Certificates. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement Agreement, to be dated as of __________ __July 14, 200_ 2009 (as amended and supplemented from time to time, the "“Trust Agreement"”), between among the Bank and _______________Company, Union Bank, N.A., as owner trustee (in such capacity, the "“Owner Trustee")”) and U.S. Bank Trust National Association, each representing a fractional undivided ownership interest as Delaware trustee (in the Trust, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Certificate Underwriting Agreement" and, together with this Agreementsuch capacity, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Certificate Underwriters"“Delaware Trustee”). The Notes and the Certificates are sometimes referred subordinated to collectively herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Sale and Servicing Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Notes from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom [______________] is acting as representative (the "Representative")Notes.

Introductory. Chase Manhattan Bank USA, National AssociationToyota Motor Credit Receivables Corporation, a national banking association California corporation (the "BankSeller") and a wholly owned subsidiary of Toyota Motor Credit Corporation, a California corporation ("TMCC"), proposes to form Chase Manhattan Auto Owner Trust 200_-_ sell to each of the several underwriters named in Schedule I-A hereto (the "TrustClass A Underwriters") to sell $____________ 303,000,000 aggregate principal amount of Class A-1 ____5.365% Asset Backed Notes Notes, Class A-1 (the "Class A-1 Notes"), ) $____________ 284,000,000 aggregate principal amount of Class A-2 ____5.80% Asset Backed Notes Notes, Class A-2 (the "Class A-2 Notes"), $____________ 334,093,000 aggregate principal amount of Class A-3 ____6.15% Asset Backed Notes 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 Class A-4 ____6.30% Asset Backed Notes Notes, Class B (the "Class A-4 B Notes" ") and to each of the several underwriters named in Schedule I-C hereto (the "Class C Underwriters", and together with the Class A Underwriters and the Class B Underwriters, the "Underwriters"), $14,429,000 aggregate principal amount of 6.70% Asset Backed Notes, Class C (the "Class C Notes", and, together with the Class A-1 Notes, the Class A-2 A Notes and the Class A-3 B Notes, the "Notes") of the Toyota Auto Receivables 1999-A Owner Trust (the "Trust"). The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on __________ __, 200_ (the "Cut-off Date") was equal to $____________. The Notes will be issued pursuant to the Indenture to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Indenture"), between the Trust and _______________, _____________, as indenture trustee (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Trust will also issue $____________ aggregate principal amount of ____% Asset Backed Certificates asset backed certificates (the "Certificates") pursuant to the Amended and Restated Trust Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and _______________, as owner trustee (the "Owner Trustee"), each representing a . The Certificates will represent fractional undivided ownership interest interests in the Trust, which . The Certificates will not be sold pursuant to an underwriting agreement dated the date hereof (the "Certificate Underwriting Agreement" andhereunder. ▇▇▇▇▇▇▇, together with this Agreement▇▇▇▇▇ & Co. and ▇▇▇▇▇▇▇ Lynch, the "Underwriting Agreements") among the Bank and the underwriters named therein (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 assigned to such terms in the Sale and Servicing Agreement to be dated as of __________ __▇▇▇▇▇▇, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Notes from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom [______________] is acting as representative (the "Representative").▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated will act as

Introductory. Chase Manhattan Bank USA, National Association, a national banking association (the "BankBANK"), proposes to form Chase Manhattan Auto Owner Trust 200_-_ 2002-A (the "TrustTRUST") to sell $____________ 445,000,000 aggregate principal amount of Class A-1 ____1.9425% Asset Backed Notes (the "Class CLASS A-1 NotesNOTES"), $____________ 460,000,000 aggregate principal amount of Class A-2 ____2.63% Asset Backed Notes (the "Class CLASS A-2 NotesNOTES"), $____________ 570,000,000 aggregate principal amount of Class A-3 ____3.49% Asset Backed Notes (the "Class CLASS A-3 NotesNOTES") and $____________ 498,400,000 aggregate principal amount of Class A-4 ____4.24% Asset Backed Notes (the "Class CLASS A-4 NotesNOTES" and, together with the Class CLASS A-1 NotesNOTES, the Class CLASS A-2 Notes NOTES and the Class CLASS A-3 NotesNOTES, the "NotesNOTES"). The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "ReceivablesRECEIVABLES") secured by new and used automobiles (the "Financed VehiclesFINANCED VEHICLES") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined)opening of business on March 1, 2002, such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on __________ __, 200_ (the "Cut-off Date") was will equal to $____________2,024,000,000. The Notes will be issued pursuant to the Indenture to be dated as of __________ __March 1, 200_ 2002 (as amended and supplemented from time to time, the "IndentureINDENTURE"), between the Trust and _______________▇▇▇▇▇ Fargo Bank Minnesota, _____________National Association, as indenture trustee (the "Indenture TrusteeINDENTURE TRUSTEE"). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Trust will issue $____________ 50,600,000 aggregate principal amount of ____4.17% Asset Backed Certificates (the "CertificatesCERTIFICATES") pursuant to the Amended and Restated Trust Agreement to be dated as of __________ __March 1, 200_ 2002 (as amended and supplemented from time to time, the "Trust AgreementTRUST AGREEMENT"), between the Bank and _______________Wilmington Trust Company, as owner trustee (the "Owner TrusteeOWNER TRUSTEE"), each representing a fractional undivided ownership interest in the Trust, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Certificate Underwriting AgreementCERTIFICATE UNDERWRITING AGREEMENT" and, together with this Agreement, the "Underwriting AgreementsUNDERWRITING AGREEMENTS") among the Bank and the underwriters underwriter named therein (the "Certificate UnderwritersCERTIFICATE UNDERWRITER"). The Notes and the Certificates are sometimes referred to collectively herein as the "SecuritiesSECURITIES". Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Sale and Servicing Agreement to be dated as of __________ __March 1, 200_ 2002 (as amended and supplemented from time to time, the "Sale and Servicing AgreementSALE AND SERVICING AGREEMENT"), between the Trust and the Bank, 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 Schedule I hereto (the "UnderwritersUNDERWRITERS"), for whom [______________] ▇.▇. ▇▇▇▇▇▇ Securities Inc. is acting as representative (the "RepresentativeREPRESENTATIVE").

Introductory. Chase Manhattan Bank USA, National Association, a national banking association (the "Bank"), proposes to form Chase Manhattan Auto Owner Trust 200_-_ 1998-B (the "Trust") to sell $____________ 250,000,000.00 aggregate principal amount of Class A-1 ____5.578% Asset Backed Notes (the "Class A-1 Notes"), $____________ 200,000,000.00 aggregate principal amount of Class A-2 ____5.729% Asset Backed Notes (the "Class A-2 Notes"), $____________ 321,000,000.00 aggregate principal amount of Class A-3 ____5.750% Asset Backed Notes (the "Class A-3 Notes") and $____________ 282,800,000.00 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"). The assets of the Trust will include, among other things, a pool of simple interest and actuarial retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening close of business on __________ __April 1, 200_ 1998 (the "Cut-off Date") was equal to $____________1,086,404,142.65. The Notes will be issued pursuant to the Indenture to be dated as of __________ __April 1, 200_ 1998 (as amended and supplemented from time to time, the "Indenture"), between the Trust and _______________Norwest Bank Minnesota, _____________National Association, as indenture trustee (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Trust will issue $____________ 32,604,142.65 aggregate principal amount of ____6.050% Asset Backed Certificates (the "Certificates") pursuant to the Amended and Restated Trust Agreement to be dated as of __________ __April 1, 200_ 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"), each representing a fractional undivided ownership interest in the Trust, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Certificate Underwriting Agreement" and, together with this Agreement, the "Underwriting Agreements") among between the Bank and the underwriters named therein (the "Certificate Underwriters"). Chase Securities Inc. The Notes and the Certificates are sometimes referred to collectively herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Sale and Servicing Agreement to be dated as of __________ __April 1, 200_ 1998 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Notes from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom [______________] Chase Securities Inc. is acting as representative (the "Representative").

Introductory. Chase Manhattan Bank USA, National AssociationCaterpillar Financial Funding Corporation, a national banking association Nevada corporation (the "BankSeller"), proposes to form Chase Manhattan Auto Owner cause Caterpillar Financial Asset Trust 200_-_ 1997-A (the "Trust") to issue and sell $____________ 13,870,000 aggregate principal amount of 6.65% Class A-1 ____% B Asset Backed Notes (the "Class A-1 B Notes")) to ▇▇▇▇▇▇▇ Lynch, $____________ aggregate principal amount of Class A-2 ____% Asset Backed Notes Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (the "Class A-2 Notes"), $____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "NotesUnderwriter"). The assets of the Trust will include, among other things, a pool of simple interest fixed rate retail installment sales sale contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed VehiclesEquipment") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such and the proceeds thereof. The Receivables to will be transferred sold to the Trust and serviced by the Bank, as Servicer, or by a successor ServicerSeller. The Original Pool Balance of Receivables will be serviced for the Receivables as of the opening of business on __________ __Trust by Caterpillar Financial Services Corporation, 200_ a Delaware corporation (the "Cut-off DateServicer" or ") was equal to $____________CFSC"). The Notes will be issued pursuant to the Indenture to be dated as of __________ __May 1, 200_ 1997 (as amended and supplemented from time to time, the "Indenture"), between the Trust and _______________The First National Bank of Chicago, _____________, as indenture trustee a national banking association (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Class B Notes as contemplated herein, the Trust will issue $____________ 88,000,000 aggregate principal amount of ____Class A-1 5.7225% Asset Backed Notes (the "Class A-1 Notes"), $128,000,000 aggregate principal amount of Class A-2 6.10% Asset Backed Notes (the "Class A-2 Notes") and $108,100,000 aggregate principal amount of Class A-3 6.45% Asset Backed Notes (the "Class A-3 Notes", together with the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes", and together with the Class B Notes, the "Notes") and $8,666,681 aggregate principal amount of 6.65% Asset Backed Certificates (the "Certificates") ; together with the Notes sometimes referred to collectively herein as the "Securities"), each representing a fractional undivided interest in the Trust. The Class A Notes will be sold pursuant to an underwriting agreement (the Amended "Class A Note Underwriting Agreement"; together with this Underwriting Agreement, the "Underwriting Agreements") among the Seller, CFSC and Restated 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 May 1, 1997 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Trust, the Seller and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of __________ __May 1, 200_ 1997 (as amended and supplemented from time to time, the "Trust Agreement"), between the Seller and Chase Manhattan Bank and _______________Delaware, a Delaware banking corporation as owner trustee under the Trust Agreement (the "Owner Trustee"), each representing a fractional undivided ownership interest in the Trust, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Certificate Underwriting Agreement" and, together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (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 assigned to such terms in the Sale and Servicing Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Notes from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom [______________] is acting as representative (the "Representative").

Introductory. Chase Manhattan Bank USA, National AssociationCNH Capital Receivables LLC, a national banking association Delaware limited liability company (the "Bank"“Seller”), proposes to form Chase Manhattan Auto Owner cause CNH Equipment Trust 200_-_ 2016-B (the "“Trust"”) to issue and sell $____________ aggregate 190,500,000 principal amount of 0.64% Class A-1 ____% Asset Backed Notes (the "“Class A-1 Notes"”), ; $____________ aggregate 222,600,000 principal amount of 1.31% Class A-2 ____% A-2a Asset Backed Notes (the "“Class A-2 A-2a Notes"”), ; $____________ aggregate 110,000,000 principal amount of Floating Rate Class A-3 ____% A-2b Asset Backed Notes (the "“Class A-3 A-2b Notes"” and, together with the Class A-2a Notes, the “Class A-2 Notes”) and $____________ aggregate 246,600,000 principal amount of 1.63% Class A-4 ____% A-3 Asset Backed Notes (the "“Class A-3 Notes”); $72,790,000 principal amount of 1.97% Class A-4 Asset Backed Notes (the “Class A-4 Notes" and”, together with and collectively, the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-3 A-4 Notes, the "“Class A Notes"”). The assets ; and $19,390,000 principal amount of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes 2.20% Class B Asset Backed Notes (the "Receivables"“Class B Notes” and, together with the Class A Notes, the “Notes”) secured by new and used automobiles to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you are acting as representatives (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined“Representatives”), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on __________ __, 200_ (the "Cut-off Date") was equal to $____________. The Notes will be issued pursuant to the Indenture to be dated as of __________ __May 1, 200_ 2016 (as amended and supplemented from time to time, the "“Indenture"”), between the Trust and _______________, _____________Deutsche Bank Trust 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 and retail installment loans (the “Receivables”) secured by new or used agricultural or construction equipment and the related security interests in the equipment financed thereby. The Receivables were sold to the Trust by the Seller. The Receivables are serviced for the Trust by New Holland Credit Company, LLC, a Delaware limited liability company (“New Holland”). The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement to be dated as of May 1, 2016 (as amended and supplemented from time to time, the “Asset Representations Review Agreement”), among the Trust, New Holland, as servicer (the “Servicer”), and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). Simultaneously with the issuance and sale of the Notes as contemplated hereinin this Agreement, the Trust will issue $____________ aggregate principal amount of ____% Asset Backed Certificates to the Seller certificates representing fractional undivided equity interests in the Trust (the "“Certificates") pursuant to the Amended and Restated Trust Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and _______________, as owner trustee (the "Owner Trustee"), each representing a fractional undivided ownership interest in the Trust, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Certificate Underwriting Agreement" and, together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (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 assigned ascribed to such terms them in the Sale and Servicing Agreement to be dated as of __________ __May 1, 200_ 2016 (as amended and supplemented from time to time, the "“Sale and Servicing Agreement"”), among the Trust, the Seller and the Servicer, or, if not defined therein, in the Indenture or the Trust Agreement dated as of May 1, 2016 (as amended and supplemented from time to time, the “Trust Agreement”), between the Seller and Wilmington Trust and the BankCompany, as Seller and Servicertrustee (the “Trustee”). This is Prior to confirm the agreement concerning the purchase time when sales to purchasers of the Notes from the Bank were first made to investors by the several underwriters named in Schedule I hereto Underwriters, which was approximately 1:35 p.m. (New York time) on May 24, 2016 (the "Underwriters"“Time of Sale”), for whom [______________] is acting as representative the Seller had prepared the following information (collectively, the “Time of Sale Information”): the preliminary prospectus dated May 19, 2016 (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 19, 2016 (the "Representative"“Initial Free Writing Prospectus”) in the form filed with the Securities and Exchange Commission (the “Commission”) on May 19, 2016. If, subsequent to the Time of Sale and prior to the Closing Date (as defined below), such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and as a result investors in the Notes may terminate their old “Contracts of Sale” (within the meaning of Rule 159 under the Securities Act of 1933, as amended (the “Act”)) for any Notes and the Underwriters enter into new Contracts of Sale with investors in the Notes, then “Time of Sale Information” will refer to the information conveyed to investors at least 48 hours prior to the time of entry into the first such new Contract of Sale, in an amended Preliminary Prospectus approved by the Seller and the Representatives that corrects such material misstatements or omissions (a “Corrected Prospectus”) and “Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into.

Introductory. Chase Manhattan Bank USA, National AssociationCNH Capital Receivables LLC, a national banking association Delaware limited liability company (the "Bank"“Seller”), proposes to form Chase Manhattan Auto Owner cause CNH Equipment Trust 200_-_ 2013-C (the "“Trust"”) to issue and sell $____________ aggregate 165,000,000 principal amount of 0.25% Class A-1 ____% Asset Backed Notes (the "Class “A-1 Notes"”), ; $____________ aggregate 250,000,000 principal amount of 0.63% Class A-2 ____% Asset Backed Notes (the "Class “A-2 Notes"”), ; $____________ aggregate 223,000,000 principal amount of 1.02% Class A-3 ____% Asset Backed Notes (the "Class “A-3 Notes") and ”); $____________ aggregate 100,500,000 principal amount of 1.67% Class A-4 ____% Asset Backed Notes (the "Class “A-4 Notes" ”, and collectively, the A-1 Notes, the A-2 Notes, the A-3 Notes and the A-4 Notes, the “Class A Notes”); and $17,000,000 principal amount of 2.06% Class B Asset Backed Notes (the “B Notes” and, together with the Class A-1 A Notes, the Class A-2 Notes and “Notes”) to the Class A-3 Notesseveral underwriters named in Schedule I hereto (collectively, the "Notes"“Underwriters”). The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes for whom you are acting as representatives (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined“Representatives”), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on __________ __, 200_ (the "Cut-off Date") was equal to $____________. The Notes will be issued pursuant to the Indenture to be dated as of __________ __August 1, 200_ 2013 (as amended and supplemented from time to time, the "“Indenture"”), between the Trust and _______________, _____________Deutsche Bank Trust 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 and retail installment loans (the “Receivables”) secured by new or used agricultural or construction equipment and the related security interests in the equipment financed thereby. The Receivables were sold to the Trust by the Seller. The Receivables are serviced for the Trust by New Holland Credit Company, LLC, a Delaware limited liability company (“New Holland”). Simultaneously with the issuance and sale of the Notes as contemplated hereinin this Agreement, the Trust will issue $____________ aggregate principal amount of ____% Asset Backed Certificates to the Seller certificates representing fractional undivided equity interests in the Trust (the "“Certificates") pursuant to the Amended and Restated Trust Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and _______________, as owner trustee (the "Owner Trustee"), each representing a fractional undivided ownership interest in the Trust, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Certificate Underwriting Agreement" and, together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (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 assigned ascribed to such terms them in the Sale and Servicing Agreement to be dated as of __________ __August 1, 200_ 2013 (as amended and supplemented from time to time, the "“Sale and Servicing Agreement"”), among the Trust, the Seller and New Holland, as servicer, or, if not defined therein, in the Indenture or the Trust Agreement dated as of August 1, 2013 (as amended and supplemented from time to time, the “Trust Agreement”), between the Seller and Wilmington Trust and the BankCompany, as Seller and Servicertrustee (the “Trustee”). This is At or prior to confirm the agreement concerning the purchase time when sales to purchasers of the Notes from the Bank were first made to investors by the several underwriters named in Schedule I hereto Underwriters, which was approximately 3:50 p.m. (New York time) on August 20, 2013 (the "Underwriters"“Time of Sale”), for whom [______________] is acting as representative the Seller had prepared the following information (collectively, the “Time of Sale Information”): the preliminary prospectus supplement dated August 14, 2013 (the "Representative"“Preliminary Prospectus Supplement”) to the base prospectus dated August 14, 2013 (the “Base Prospectus”) (together, along with information referred to under the caption “Annex A—Static Pool Data” therein, the “Preliminary Prospectus”) and the free writing prospectus dated August 14, 2013 (the “Initial Free Writing Prospectus”) in the form filed with the Securities and Exchange Commission (the “Commission”) on August 14, 2013. If, subsequent to the Time of Sale and prior to the Closing Date (as defined below), such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and as a result investors in the Notes may terminate their old “Contracts of Sale” (within the meaning of Rule 159 under the Securities Act of 1933, as amended (the “Act”)) for any Notes and the Underwriters enter into new Contracts of Sale with investors in the Notes, then “Time of Sale Information” will refer to the information conveyed to investors at the time of entry into the first such new Contract of Sale, in an amended Preliminary Prospectus approved by the Seller and the Representatives that corrects such material misstatements or omissions (a “Corrected Prospectus”) and “Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into.

Introductory. Chase Manhattan Bank USA, National Association, a national banking association (the "Bank"), proposes to form Chase Manhattan Auto Owner Trust 200_-_ 2002-B (the "Trust") to sell $____________ 288,000,000 aggregate principal amount of Class A-1 ____1.9291% Asset Backed Notes (the "Class A-1 Notes"), $____________ 335,000,000 aggregate principal amount of Class A-2 ____2.70% Asset Backed Notes (the "Class A-2 Notes"), $____________ 365,000,000 aggregate principal amount of Class A-3 ____3.58% Asset Backed Notes (the "Class A-3 Notes") and $____________ 345,800,000 aggregate principal amount of Class A-4 ____4.21% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"). The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined)opening of business on June 1, 2002, such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on __________ __, 200_ (the "Cut-off Date") was will equal to $____________1,368,000,000. The Notes will be issued pursuant to the Indenture to be dated as of __________ __June 1, 200_ 2002 (as amended and supplemented from time to time, the "Indenture"), between the Trust and _______________▇▇▇▇▇ Fargo Bank Minnesota, _____________National Association, as indenture trustee (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Trust will issue $____________ 34,200,000 aggregate principal amount of ____4.24% Asset Backed Certificates (the "Certificates") pursuant to the Amended and Restated Trust Agreement to be dated as of __________ __June 1, 200_ 2002 (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and _______________Wilmington Trust Company, as owner trustee (the "Owner Trustee"), each representing a fractional undivided ownership interest in the Trust, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Certificate Underwriting Agreement" and, together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters underwriter named therein (the "Certificate UnderwritersUnderwriter"). The Notes and the Certificates are sometimes referred to collectively herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Sale and Servicing Agreement to be dated as of __________ __June 1, 200_ 2002 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Notes from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom [______________] ▇.▇. ▇▇▇▇▇▇ Securities Inc. is acting as representative (the "Representative").

Introductory. Chase Manhattan Bank USA, National AssociationCNH Capital Receivables LLC, a national banking association Delaware limited liability company (the "Bank"“Seller”), proposes to form Chase Manhattan Auto Owner cause CNH Equipment Trust 200_-_ 2012-A (the "“Trust"”) to issue and sell $____________ aggregate 222,000,000 principal amount of 0.42507% Class A-1 ____% Asset Backed Notes (the "Class “A-1 Notes"”), ; $____________ aggregate 298,570,000 principal amount of 0.65% Class A-2 ____% Asset Backed Notes (the "Class “A-2 Notes"”), ; $____________ aggregate 313,825,000 principal amount of 0.94% Class A-3 ____% Asset Backed Notes (the "Class “A-3 Notes") and ”); $____________ aggregate 132,250,000 principal amount of 1.38% Class A-4 ____% Asset Backed Notes (the "Class “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”); $29,382,000 principal amount of 2.09% Class B Asset Backed Notes (the “B Notes” and, together with the Class A-1 A Notes, the Class A-2 Notes and “Notes”) to the Class A-3 Notesseveral underwriters named in Schedule I hereto (collectively, the "Notes"“Underwriters”). The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes for whom you are acting as representatives (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined“Representatives”), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on __________ __, 200_ (the "Cut-off Date") was equal to $____________. The Notes will be issued pursuant to the Indenture to be dated as of __________ __March 1, 200_ 2012 (as amended and supplemented from time to time, the "“Indenture"”), between the Trust and _______________, _____________Deutsche Bank Trust 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 and retail installment loans (the “Receivables”) secured by new or used agricultural or construction equipment and the related security interests in the equipment financed thereby. The Receivables were sold to the Trust by the Seller. The Receivables are serviced for the Trust by New Holland Credit Company, LLC, a Delaware limited liability company (“New Holland”). Simultaneously with the issuance and sale of the Notes as contemplated hereinin this Agreement, the Trust will issue $____________ aggregate principal amount of ____% Asset Backed Certificates to the Seller certificates representing fractional undivided equity interests in the Trust (the "“Certificates") pursuant to the Amended and Restated Trust Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and _______________, as owner trustee (the "Owner Trustee"), each representing a fractional undivided ownership interest in the Trust, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Certificate Underwriting Agreement" and, together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (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 assigned ascribed to such terms them in the Sale and Servicing Agreement to be dated as of __________ __March 1, 200_ 2012 (as amended and supplemented from time to time, the "“Sale and Servicing Agreement"”), among the Trust, the Seller and New Holland, as servicer, or, if not defined therein, in the Indenture or the Trust Agreement dated as of March 1, 2012 (as amended and supplemented from time to time, the “Trust Agreement”), between the Seller and Wilmington Trust and the BankCompany, as Seller and Servicertrustee (the “Trustee”). This is At or prior to confirm the agreement concerning the purchase time when sales to purchasers of the Notes from the Bank were first made to investors by the several underwriters named in Schedule I hereto Underwriters, which was approximately 4:05 p.m. (New York time) on March 14, 2012 (the "Underwriters"“Time of Sale”), for whom [______________] is acting the Seller had prepared the following information (collectively, the “Time of Sale Information”): the preliminary prospectus supplement dated March 8, 2012, as representative amended and supplemented by a supplement to such preliminary prospectus supplement dated March 14, 2012 (the "Representative"“Preliminary Prospectus Supplement”) to the base prospectus dated March 8, 2012 (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 March 8, 2012 (the “Initial Free Writing Prospectus”) in the form filed with the Securities and Exchange Commission (the “Commission”) on March 9, 2012. If, subsequent to the Time of Sale and prior to the Closing Date (as defined below), such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and as a result investors in the Notes may terminate their old “Contracts of Sale” (within the meaning of Rule 159 under the Securities Act of 1933, as amended (the “Act”)) for any Notes and the Underwriters enter into new Contracts of Sale with investors in the Notes, then “Time of Sale Information” will refer to the information conveyed to investors at the time of entry into the first such new Contract of Sale, in an amended Preliminary Prospectus approved by the Seller and the Representatives that corrects such material misstatements or omissions (a “Corrected Prospectus”) and “Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into.

Introductory. MMCA Auto Receivables Trust II (the "Seller"), a Delaware statutory trust established pursuant to an amended and restated trust agreement, dated as of July 29, 2002 (the "MART Trust Agreement"), between Mitsubishi Motors Credit of America, Inc. ("MMCA") and Chase Manhattan Bank USA, National AssociationN.A., a national banking association as trustee (the "BankMART Trustee"), proposes proposes, subject to form Chase Manhattan the terms and conditions stated herein, to cause MMCA Auto Owner Trust 200_-_ 2002-5 (the "Trust") to issue and sell to the several underwriters named in Schedule A hereto (the "Underwriters"), acting severally and not jointly, for whom __________________________ is acting as representative (the "Representative"), $____________ aggregate principal amount of Class A-1 ____% Class A-1 Asset Backed Notes (the "Class A-1 Notes"), $____________ aggregate principal amount of Class A-2 ____% Class A-2 Asset Backed Notes (the "Class A-2 Notes"), $____________ aggregate principal amount of Class A-3 ____% Class A-3 Asset Backed Notes (the "Class A-3 Notes") and ), $____________ aggregate principal amount of Class A-4 ____% Class A-4 Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes"). The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on __________ __, 200_ (the "Cut-off Date") was equal to $____________ aggregate principal amount of ___% Class B Asset Backed Notes (the "Class B Notes") and $____________ aggregate principal amount of ___% Class C Asset Backed Notes (the "Class C Notes" and, together with the Class A Notes and the Class B Notes, the "Notes"). The Notes will be issued pursuant to the Indenture to be indenture, dated as of __________ __1, 200_ 2002 (as amended and supplemented from time to time, the "Indenture"), between the Trust and _______________, _____________Bank of Tokyo-Mitsubishi Trust Company, as indenture trustee (the "Indenture Trustee"), and will represent indebtedness of the Trust. Simultaneously Concurrently with the issuance and sale of the Notes as contemplated herein, the Trust will issue $____________ aggregate principal amount of ____% Asset Backed Certificates certificates (the "Certificates") ), each representing an interest in the property of the Trust (the "Trust Property"). The Seller will retain the Certificates. The Certificates will be issued pursuant to the Amended amended and Restated Trust Agreement to be restated trust agreement, dated as of __________ __1, 200_ 2002 (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank Seller and _______________Wilmington Trust Company, as owner trustee (the "Owner Trustee"), each representing a fractional undivided ownership interest in the Trust, which . The Certificates will be sold pursuant subordinated to an underwriting agreement dated the date hereof (the "Certificate Underwriting Agreement" and, together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Certificate Underwriters"). The Notes and the Certificates are sometimes referred to collectively herein as the "Securities"Notes. Capitalized terms used and but not otherwise defined herein shall have the meanings assigned to such terms ascribed thereto in the Sale and Servicing Agreement to be Indenture, the purchase agreement, dated as of __________ 1, 2002 (the "Purchase Agreement"), between MMCA and the Seller, or the sale and servicing agreement, dated as of __________ 1, 200_ 2002 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between among the Trust Trust, the Seller and the BankServicer (as defined below), 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 Schedule I hereto (the "Underwriters"), for whom [______________] is acting as representative (the "Representative")case may be.

Introductory. Chase Manhattan Bank USA, National AssociationCNH Capital Receivables LLC, a national banking association Delaware limited liability company (the "Bank"“Seller”), proposes to form Chase Manhattan Auto Owner cause CNH Equipment Trust 200_-_ 2018-B (the "“Trust"”) to sell issue $____________ aggregate 181,000,000 principal amount of 2.47044% Class A-1 ____% Asset Backed Notes (the "“Class A-1 Notes"”), $____________ aggregate 260,000,000 principal amount of 2.93% Class A-2 ____% Asset Backed Notes (the "“Class A-2 Notes"”), $____________ aggregate 280,000,000 principal amount of 3.19% Class A-3 ____% Asset Backed Notes (the "“Class A-3 Notes") and ”), $____________ aggregate 70,700,000 principal amount of 3.37% Class A-4 ____% Asset Backed Notes (the "“Class A-4 Notes" and”, together with and collectively, the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-3 A-4 Notes, the "“Class A Notes"”) and $18,230,000 principal amount of 3.56% Class B Asset Backed Notes (the “Class B Notes” and, together with the Class A Notes, the “Notes”). The assets of Pursuant to the Trust will includeterms hereof, among other thingsthe Seller agrees to sell the Class A Notes and the Class B Notes to the several underwriters named in Schedule I hereto (collectively, a pool of simple interest retail installment sales contracts and purchase money notes and other notes the “Underwriters”), for whom you are acting as representatives (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined“Representatives”), such Receivables to be transferred to in the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business respective amounts listed on __________ __, 200_ (the "Cut-off Date") was equal to $____________Schedule I hereto. The Notes will be issued pursuant to the Indenture to be dated as of __________ __September 1, 200_ 2018 (as amended and supplemented from time to time, the "“Indenture"”), between the Trust and _______________Citibank, _____________N.A., as indenture trustee (the "“Indenture Trustee"”). The assets of the Trust include, among other things, a pool of fixed rate retail installment sale contracts and retail installment loans (the “Receivables”) secured by new or used agricultural or construction equipment and the related security interests in the equipment financed thereby. The Receivables were sold to the Trust by the Seller. The Receivables are serviced for the Trust by New Holland Credit Company, LLC, a Delaware limited liability company (“New Holland”). The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement to be dated as of September 1, 2018 (as amended and supplemented from time to time, the “Asset Representations Review Agreement”), among the Trust, New Holland, as servicer (the “Servicer”), and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). Simultaneously with the issuance and sale of the Notes as contemplated hereinin this Agreement, the Trust will issue $____________ aggregate principal amount of ____% Asset Backed Certificates to the Seller certificates representing fractional undivided equity interests in the Trust (the "“Certificates") pursuant to the Amended and Restated Trust Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and _______________, as owner trustee (the "Owner Trustee"), each representing a fractional undivided ownership interest in the Trust, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Certificate Underwriting Agreement" and, together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (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 assigned ascribed to such terms them in the Sale and Servicing Agreement to be dated as of __________ __September 1, 200_ 2018 (as amended and supplemented from time to time, the "“Sale and Servicing Agreement"”), among the Trust, the Seller and the Servicer, or, if not defined therein, in the Indenture or the Trust Agreement dated September 7, 2018 (as amended and supplemented from time to time, the “Trust Agreement”), between the Seller and Wilmington Trust and the BankCompany, as Seller and Servicertrustee (the “Trustee”). This is Prior to confirm the agreement concerning the purchase time when sales to purchasers of the Notes from the Bank were first made to investors by the several underwriters named in Schedule I hereto Underwriters, which was approximately 2:30 p.m. (New York time) on September 18, 2018 (the "Underwriters"“Time of Sale”), for whom [______________] is acting as representative the Seller had prepared the following information (collectively, the “Time of Sale Information”): the preliminary prospectus dated September 12, 2018 (together, along with information referred to under the caption “Annex A—Static Pool Data” therein, the “Preliminary Prospectus”) and the free writing prospectus dated September 12, 2018 (the "Representative"“Initial Free Writing Prospectus”) in the form filed with the Securities and Exchange Commission (the “Commission”) on September 12, 2018. If, subsequent to the Time of Sale and prior to the Closing Date (as defined below), such information included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and as a result investors in the Notes may terminate their old “Contracts of Sale” (within the meaning of Rule 159 under the Securities Act of 1933, as amended (the “Act”)) for any Notes and the Underwriters enter into new Contracts of Sale with investors in the Notes, then “Time of Sale Information” will refer to the information conveyed to investors at least 48 hours prior to the time of entry into the first such new Contract of Sale, in an amended Preliminary Prospectus approved by the Seller and the Representatives that corrects such material misstatements or omissions (a “Corrected Prospectus”) and “Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into.

Introductory. Chase Manhattan Bank USA, National AssociationAmerican Honda Receivables Corp., a national banking association California corporation (the "BankCOMPANY"), proposes proposes, subject to form Chase Manhattan the terms and conditions stated herein, to cause the Honda Auto Receivables 2001-3 Owner Trust 200_-_ (the "TrustTRUST") to issue and sell $____________ 482,000,000 aggregate principal amount of Class A-1 ____2.38875% Asset Backed Notes Notes, Class A-1 (the "Class CLASS A-1 NotesNOTES"), $____________ 475,000,000 aggregate principal amount of Class A-2 ____2.76% Asset Backed Notes Notes, Class A-2 (the "Class CLASS A-2 NotesNOTES"), $____________ 438,000,000 aggregate principal amount of Class A-3 ____3.40% Asset Backed Notes Notes, Class A-3 (the "Class CLASS A-3 NotesNOTES") and $____________ 405,000,000 aggregate principal amount of Class A-4 ____3.96% Asset Backed Notes Notes, Class A-4 (the "Class CLASS A-4 NotesNOTES" and, and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "NotesNOTES"). The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on __________ __, 200_ (the "Cut-off Date") was equal to $____________. The Notes will be issued pursuant to the Indenture Indenture, to be dated as of __________ __October 1, 200_ 2001 (as amended and supplemented from time to time, the "IndentureINDENTURE"), between the Trust and _______________, _____________, as indenture trustee Bankers Trust Company (the "Indenture TrusteeINDENTURE TRUSTEE"). Simultaneously Concurrently with the issuance and sale of the Notes as contemplated herein, the Trust will issue $____________ 46,164,789.37 aggregate principal amount of ____% Asset Backed Certificates certificates of beneficial interest (the "CERTIFICATES"), each representing an interest in the Owner Trust Estate. The Company will retain the Certificates") . The Certificates will be issued pursuant to the Amended and Restated Trust Agreement Agreement, to be dated as of __________ __October 17, 200_ 2001 (as amended and supplemented from time to time, the "Trust AgreementTRUST AGREEMENT"), between the Bank and _______________Company, Citibank, N.A., as owner trustee (the "Owner Trustee")) and First Union Trust Company, each representing a fractional undivided ownership interest in the TrustNational Association, which will be sold pursuant to an underwriting agreement dated the date hereof as Delaware Trustee (the "Certificate Underwriting Agreement" and, together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Certificate UnderwritersDelaware Trustee"). The Notes and the Certificates are sometimes referred subordinated to collectively herein as the Notes. The assets of the Trust will include, among other things, a pool of retail installment sale and conditional sale contracts secured by new and used Honda and Acura motor vehicles (the "SecuritiesRECEIVABLES"), with respect to Actuarial Receivables, certain monies due thereunder on or after October 1, 2001 (the "CUTOFF DATE"), and with respect to Simple Interest Receivables, certain monies due or received thereunder on or after the Cutoff Date, such Receivables to be sold to the Trust by the Company and to be serviced for the Trust by American Honda Finance Corporation ("AHFC" or, in its capacity as servicer, the "SERVICER"). Capitalized terms used and but not otherwise defined herein shall have the meanings assigned to such terms ascribed thereto in the Sale and Servicing Agreement Agreement, to be dated as of __________ __October 1, 200_ 2001 (as amended the "SALE AND SERVICING AGREEMENT"), by and supplemented from time to timeamong the Trust, the Company and the Servicer or, if not defined therein, in the Indenture, the Trust Agreement or the Receivables Purchase Agreement, to be dated as of October 1, 2001 between AHFC and the Company (the "RECEIVABLES PURCHASE AGREEMENT"), as the case may be. As used herein, "BASIC DOCUMENTS" shall have the meaning specified in the Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Notes from the Bank by The Company hereby agrees with the several underwriters Underwriters named in Schedule I A hereto (collectively, the "UnderwritersUNDERWRITERS"), for whom [______________] is acting ) as representative (the "Representative").follows:

Introductory. Chase Manhattan Bank USA, National AssociationCNH Capital Receivables LLC, a national banking association Delaware limited liability company (the "Bank"“Seller”), proposes to form Chase Manhattan Auto Owner cause CNH Equipment Trust 200_-_ 2026-B (the "“Trust"”) to sell issue $____________ aggregate 190,000,000 principal amount of 3.814% Class A-1 ____% Asset Backed Notes (the "“Class A-1 Notes"”), $____________ aggregate 246,540,000 principal amount of 4.18% Class A-2 ____% A-2a Asset Backed Notes (the "“Class A-2 A-2a Notes"”), $____________ aggregate 105,660,000 principal amount of SOFR + 0.34% Class A-3 ____% A-2b Asset Backed Notes (the "“Class A-3 A-2b Notes") and ”), $____________ aggregate 302,200,000 principal amount of 4.59% Class A-4 ____% A-3 Asset Backed Notes (the "“Class A-3 Notes”) and $63,280,000 principal amount of 4.74% Class A-4 Asset Backed Notes (the “Class A-4 Notes" ” and, together with the Class A-1 Notes, the Class A-2 A-2a Notes, the Class A-2b Notes and the Class A-3 Notes, the "“Notes"”). The assets of Pursuant to the Trust will includeterms hereof, among other thingsthe Seller agrees to sell the Notes to the several underwriters named in Schedule I hereto (collectively, a pool of simple interest retail installment sales contracts and purchase money notes and other notes the “Underwriters”), for whom you are acting as representatives (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined“Representatives”), such Receivables to be transferred to in the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business respective amounts listed on __________ __, 200_ (the "Cut-off Date") was equal to $____________Schedule I hereto. The Notes will be issued pursuant to the Indenture to be dated as of __________ __May 1, 200_ 2026 (as amended and supplemented from time to time, the "“Indenture"”), between the Trust and _______________Citibank, _____________N.A., as indenture trustee (the "“Indenture Trustee"”). The assets of the Trust include, among other things, a pool of fixed rate retail installment sale contracts and retail installment loans (the “Receivables”) secured by new or used agricultural or construction equipment and the related security interests in the equipment financed thereby. The Receivables were sold to the Trust by the Seller. The Receivables are serviced for the Trust by New Holland Credit Company, LLC, a Delaware limited liability company (“New Holland”). The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement to be dated as of May 1, 2026 (as amended and supplemented from time to time, the “Asset Representations Review Agreement”), among the Trust, New Holland, as servicer (the “Servicer”), and C▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). Simultaneously with the issuance and sale of the Notes as contemplated hereinin this Agreement, the Trust will issue $____________ aggregate principal amount of ____% Asset Backed Certificates to the Seller certificates representing fractional undivided equity interests in the Trust (the "“Certificates") pursuant to the Amended and Restated Trust Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and _______________, as owner trustee (the "Owner Trustee"), each representing a fractional undivided ownership interest in the Trust, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Certificate Underwriting Agreement" and, together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (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 assigned ascribed to such terms them in the Sale and Servicing Agreement to be dated as of __________ __May 1, 200_ 2026 (as amended and supplemented from time to time, the "“Sale and Servicing Agreement"”), among the Trust, the Seller and the Servicer, or, if not defined therein, in the Indenture or the Trust Agreement dated as of May 5, 2026 (as amended and supplemented from time to time, the “Trust Agreement”), between the Seller and Wilmington Trust and the BankCompany, as Seller and Servicertrustee (the “Trustee”). This is Prior to confirm the agreement concerning the purchase time when sales to purchasers of the Notes from the Bank were first made to investors by the several underwriters named in Schedule I hereto Underwriters, which was approximately 4:18 p.m. (New York time) on May 19, 2026 (the "Underwriters"“Time of Sale”), for whom [______________] is acting as representative the Seller had prepared the following information (collectively, the “Time of Sale Information”): the preliminary prospectus dated May 14, 2026 (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 14, 2026 (the "Representative"“Initial Free Writing Prospectus”) in the form filed with the Securities and Exchange Commission (the “Commission”) on May 14, 2026. If, subsequent to the Time of Sale and prior to the Closing Date (as defined below), such information included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and as a result investors in the Notes may terminate their old “Contracts of Sale” (within the meaning of Rule 159 under the Securities Act of 1933, as amended (the “Act”)) for any Notes and the Underwriters enter into new Contracts of Sale with investors in the Notes, then “Time of Sale Information” will refer to the information conveyed to investors at least 48 hours prior to the time of entry into the first such new Contract of Sale, in an amended Preliminary Prospectus approved by the Seller and the Representatives that corrects such material misstatements or omissions (a “Corrected Prospectus”) and “Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into.

Introductory. Chase Manhattan Bank USA, National AssociationWorld Omni Auto Receivables LLC, a national banking association Delaware limited liability company (the "BankSeller") and World Omni Financial Corp., a Florida corporation ("World Omni"), proposes to form Chase Manhattan Auto Owner Trust 200_-_ hereby confirm their respective agreements with you and each of the other underwriters named in Schedule I hereto (the "TrustUnderwriters") ), for whom you are acting as representative (the "Representative"), with respect to sell the sale by the Seller to the Underwriters of $____________ 158,884,000 aggregate principal amount of Class A-1 ____6.693620% Asset Backed Notes Notes, Class A-1 (the "Class A-1 Notes"), $____________ 321,019,000 aggregate principal amount of Class A-2 ____7.05% Asset Backed Notes Notes, Class A-2 (the "Class A-2 Notes"), $____________ 168,637,000 aggregate principal amount of Class A-3 ____7.13% Asset Backed Notes Notes, Class A-3 (the "Class A-3 Notes") and $____________ 117,436,000 aggregate principal amount of Class A-4 ____7.20% Asset Backed Notes 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 2000-A (the "Trust") under the terms and conditions herein contained. The Notes will be issued pursuant to an indenture, dated as of June 1, 2000 (the "Indenture"), 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 the Notes to the extent described in the Basic Documents. The assets of the Trust will include, among other things, a pool of simple interest motor vehicle retail installment sales sale contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles and light trucks financed thereby (the "Financed Vehicles") ), and certain monies received thereunder on or after May 31, 2000 (the "Cutoff Date (as hereinafter definedDate"), such Receivables monies on deposit in the Reserve Account and in certain other accounts and the other property and the proceeds thereof to be transferred conveyed to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on __________ __, 200_ (the "Cut-off Date") was equal to $____________. The Notes will be issued pursuant to the Indenture to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Indenture"), between the Trust and _______________, _____________, as indenture trustee (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Trust will issue $____________ aggregate principal amount of ____% Asset Backed Certificates (the "Certificates") pursuant to the Amended and Restated Trust Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and _______________, as owner trustee (the "Owner Trustee"), each representing a fractional undivided ownership interest in the Trust, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Certificate Underwriting Agreement" and, together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (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 assigned to such terms in the Sale and Servicing Agreement to be dated as of __________ __June 1, 200_ 2000 (as amended and supplemented from time to time, the "Sale and Servicing Agreement") among the Trust, the Seller and World Omni (the "Servicer"). Pursuant to the Sale and Servicing Agreement, between the Seller will sell the Receivables to the Trust and the Bank, as Seller and Servicer. This is to confirm Servicer will service the agreement concerning the purchase Receivables on behalf of the Notes from Trust. In addition, pursuant to the Bank 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 originated or acquired by World Omni. World Omni will sell the several underwriters named in Schedule I hereto Receivables to the Seller pursuant to the terms of the Receivables Purchase Agreement (the "UnderwritersReceivables Purchase Agreement")) dated as of June 1, for whom [______________] is acting as representative (2000 between the "Representative")Seller and World Omni.

Introductory. Chase Manhattan Bank USAAmerican Honda Receivables LLC, National Association, a national banking association Delaware limited liability company (the "Bank"“Company”), proposes proposes, subject to form Chase Manhattan the terms and conditions stated herein, to cause the Honda Auto Receivables 2012-1 Owner Trust 200_-_ (the "“Trust"”) to sell $____________ 503,000,000 aggregate principal amount of Class A-1 ____0.41309% Asset Backed Notes Notes, Class A-1 (the "“Class A-1 Notes"”), $____________ 524,000,000 aggregate principal amount of Class A-2 ____0.57% Asset Backed Notes Notes, Class A-2 (the "“Class A-2 Notes"”), $____________ 520,000,000 aggregate principal amount of Class A-3 ____0.77% Asset Backed Notes Notes, Class A-3 (the "“Class A-3 Notes") and $____________ 146,700,000 aggregate principal amount of Class A-4 ____0.97% Asset Backed Notes Notes, Class A-4 (the "“Class A-4 Notes" and, ” and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "“Notes"). The assets of ”) to the Trust will includeseveral underwriters set forth on Schedule A (each, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter definedan “Underwriter”), for which ▇▇▇▇▇▇▇ Lynch, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and Barclays Capital Inc. are each acting as a representative (in such Receivables to be transferred capacity, each a “Representative” and collectively, the “Representatives”), pursuant to the Trust terms of this underwriting agreement dated February 14, 2012 by and serviced by among the BankCompany, American Honda Finance Corporation (“AHFC”), ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and Barclays Capital Inc., acting on behalf of themselves and as Servicer, or by a successor Servicer. The Original Pool Balance of Representatives for the Receivables as of the opening of business on __________ __, 200_ several Underwriters (the "Cut-off Date") was equal to $____________this “Agreement”). The Notes will be issued pursuant to the Indenture to be Indenture, dated as of __________ __February 23, 200_ 2012 (as amended and supplemented from time to time, the "“Indenture"”), between the Trust and _______________, _____________, as indenture trustee The Bank of New York Mellon (the "“Indenture Trustee"”). Simultaneously Concurrently with the issuance and sale of the Notes as contemplated herein, the Trust will issue $____________ 43,464,363.62 aggregate principal amount of ____% Asset Backed Certificates certificates of beneficial interest (the "“Certificates") ”), each representing an interest in the Owner Trust Estate. The Company will retain the Certificates. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement to be Agreement, dated as of __________ __February 23, 200_ 2012 (as amended and supplemented from time to time, the "“Trust Agreement"”), between the Company and Deutsche Bank and _______________Trust Company Delaware, as owner trustee (in such capacity, the "“Owner Trustee"), each representing a fractional undivided ownership interest in the Trust, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Certificate Underwriting Agreement" and, together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Certificate Underwriters"”). The Notes and the Certificates are sometimes referred subordinated to collectively herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Sale and Servicing Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Notes from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom [______________] is acting as representative (the "Representative")Notes.

Introductory. Chase Manhattan Bank USA, National AssociationWorld Omni Auto Receivables LLC, a national banking association Delaware limited liability company (the "Bank"“Depositor”), proposes to form Chase Manhattan Auto Owner Trust 200_-_ and World Omni Financial Corp., a Florida corporation (“World Omni”), hereby confirm their respective agreements with M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated, Barclays Capital Inc., MUFG Securities Americas Inc., TD Securities (USA) LLC and each of the other underwriters named in Schedule I hereto (collectively, the “Underwriters”) for whom you are acting as representatives (the "Trust") “Representatives”), with respect to sell the sale by the Depositor of $____________ 211,000,000 aggregate principal amount of Class A-1 ____2.72616% Asset Backed Notes Notes, Class A-1 (the "“Class A-1 Notes"”), $____________ 348,000,000 aggregate principal amount of Class A-2 ____3.02% Asset Backed Notes Notes, Class A-2 (the "“Class A-2 Notes"”), $____________ 347,000,000 aggregate principal amount of Class A-3 ____3.04% Asset Backed Notes Notes, Class A-3 (the "“Class A-3 Notes") and ”), $____________ 82,950,000 aggregate principal amount of Class A-4 ____3.22% Asset Backed Notes Notes, Class A-4 (the "“Class A-4 Notes" and”), and $31,150,000 aggregate principal amount of 3.34% Asset Backed Notes, Class B (the “Class B Notes”), of World Omni Auto Receivables Trust 2019-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 “Underwritten Notes”. The Underwritten Notes are to be issued by the Trust together with $15,570,000 aggregate principal amount of 3.54% Asset Backed Notes, Class C (the “Class C Notes”). The Class C Notes will be retained by the Depositor or sold to one or more affiliates of the Depositor. The Underwritten Notes, together with the Class A-1 C Notes, are collectively referred to herein as the Class A-2 “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 the Class A-3 NotesU.S. Bank National Association, as indenture trustee (in such capacity, the "Notes"“Indenture Trustee”). The Depositor will retain the asset backed certificates (the “Certificates”) issued pursuant to an amended and restated trust agreement, to be dated as of the Closing Date (the “Trust Agreement”), between the Depositor and BNY Mellon Trust of Delaware, as owner trustee (in such capacity, the “Owner Trustee”). The Certificates will be subordinated to the Notes to the extent described in the Basic Documents (as defined below). The assets of the Trust will include, among other things, a pool of simple interest fixed rate retail installment sales sale contracts and purchase money notes and other notes (the "“Receivables"”) secured by new and used automobiles and light-duty trucks financed thereby (the "“Financed Vehicles") ”), and certain monies received thereunder on or after the close of business on December 11, 2018 (the “Cutoff Date (as hereinafter defined), such Receivables Date”) and monies on deposit in the Reserve Account and in certain other accounts and the other property and the proceeds thereof to be transferred conveyed to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on __________ __, 200_ (the "Cut-off Date") was equal to $____________. The Notes will be issued pursuant to the Indenture to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Indenture"), between the Trust and _______________, _____________, as indenture trustee (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Trust will issue $____________ aggregate principal amount of ____% Asset Backed Certificates (the "Certificates") pursuant to the Amended and Restated Trust Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and _______________, as owner trustee (the "Owner Trustee"), each representing a fractional undivided ownership interest in the Trust, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Certificate Underwriting Agreement" and, together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (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 assigned to such terms in the Sale and Servicing Agreement to be dated as of __________ __, 200_ the Closing Date (as amended and supplemented from time to time, the "“Sale and Servicing Agreement"”) among the Trust, the Depositor and World Omni, as Servicer (the “Servicer”). Pursuant to the Sale and Servicing Agreement, between the Depositor will sell the Receivables to the Trust and the BankServicer will service the Receivables on behalf of the Trust. In addition, pursuant to the Sale and Servicing Agreement, the Servicer will agree to perform certain administrative tasks on behalf of the Trust imposed on the Trust under the Indenture. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Sale and Servicing Agreement. The Receivables were 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. The Trust will provide for the review of certain of the Receivables for compliance with the representations and warranties made about the Receivables in certain circumstances under an Asset Representations Review Agreement to be dated as of the Closing Date (the “Asset Representations Review Agreement”) among the Trust, the Servicer and C▇▇▇▇▇▇ Fixed Income Services LLC, a Delaware limited liability company, 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 Schedule I hereto asset representations reviewer (the "Underwriters"), for whom [______________] is acting as representative (the "Representative"“Asset Representations Reviewer”).

Introductory. Chase Manhattan Bank USA, National Association, a national banking association ▇▇▇▇▇▇▇▇ Receivables LLC (the "Bank"), “Depositor”) 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 form Chase Manhattan cause Franklin Auto Owner Trust 200_-_ 2005-1 (the "“Trust"”) to issue and sell to Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. (the “Underwriters”) $____________ aggregate 75,000,000 principal amount of its 4.49625% Class A-1 ____% Asset Asset-Backed Notes (the "“Class A-1 Notes"”), $____________ aggregate 82,000,000 principal amount of its 4.84% Class A-2 ____% Asset Asset-Backed Notes (the "“Class A-2 Notes"”), $____________ aggregate 102,000,000 principal amount of its 4.91% Class A-3 ____% Asset Asset-Backed Notes (the "“Class A-3 Notes") and ”), $____________ aggregate 46,375,000 principal amount of its 5.01% Class A-4 ____% Asset Asset-Backed Notes (the "“Class A-4 Notes" and”), $21,000,000 principal amount of its 5.12% Class B Asset-Backed Notes (the “Class B Notes”), and $23,625,000 principal amount of its 5.44% Class C Asset-Backed Notes (the “Class C Notes” and together with the Class A-1 Notes, the Class A-2 Notes and Notes, the Class A-3 Notes, the "Class A-4 Notes and the 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 Depositor. The assets of the Trust will include, among other things, a pool of simple interest prime, non-prime and sub-prime motor vehicle retail installment sales sale contracts and purchase money notes and other notes (the "“Receivables"”) secured by new and used automobiles and light trucks financed thereby (the "“Financed Vehicles") ”), and certain monies received thereunder on or after December 1, 2005 (the “Cutoff Date Date”) and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Sale and Servicing Agreement to be dated as of December 1, 2005 (the “Sale and Servicing Agreement”) among the Trust, the Depositor, Franklin Capital Corporation (“Franklin Capital”) in its individual capacity, and as hereinafter definedservicer (the “Servicer”), such and Franklin Resources, Inc. (“Franklin Resources”). Pursuant to the Sale and Servicing Agreement, the Depositor will sell the Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance Servicer will service the Receivables on behalf of the Receivables as Trust. In addition, pursuant to the Sale and Servicing Agreement, the Servicer will agree to perform certain administrative tasks on behalf of the opening of business Trust imposed on __________ __, 200_ (the "Cut-off Date") was equal to $____________Trust under the Indenture. The Notes will be issued pursuant to the Indenture to be dated as of __________ __December 1, 200_ 2005 (as amended and supplemented from time to time, the "“Indenture"”), between among the Trust, Wilmington Trust and _______________, _____________Company, as indenture trustee and as indenture collateral agent (the "“Indenture Trustee"” and the “Indenture Collateral Agent,” respectively), and Citibank, N.A., as indenture administrator (the “Indenture Administrator”). Simultaneously with the issuance and sale of the Notes as contemplated herein, The Depositor will form the Trust will issue $____________ aggregate principal amount pursuant to a Trust Agreement dated as of ____% Asset Backed Certificates November 30, 2005 (the "Certificates") pursuant to “Short-Form Trust Agreement”), as amended and restated by the Amended and Restated Trust Agreement to be dated as of __________ __December 8, 200_ 2005 (as amended the “Amended and supplemented from time to timeRestated Trust Agreement” and together with the Short-Form Trust Agreement, the "“Trust Agreement"), ”) between the Depositor and Deutsche Bank and _______________Trust Company Delaware, as owner trustee (the "“Owner Trustee"”). The Certificates, each representing a fractional undivided ownership equity interest in the Trust, which will be sold issued pursuant to an underwriting agreement the Trust Agreement. The Receivables were or will be originated or acquired by Franklin Capital. Franklin Capital will sell the Receivables owned by it, and Franklin SPE LLC, a Delaware limited liability company, will sell the Receivable owned by it, to the Depositor pursuant to the terms of the Purchase Agreement dated the date hereof as of December 1, 2005 (the "Certificate Underwriting “Purchase Agreement" and, together with this Agreement, the "Underwriting Agreements"”) among the Bank Depositor, Franklin Capital (a “Seller”) and Franklin SPE LLC (a “Seller” and together with Franklin Capital, the underwriters named therein (the "Certificate Underwriters"“Sellers”). The Notes and the Certificates are sometimes referred to collectively herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms given them in the Sale and Servicing Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to timeAgreement. As used herein, the "term “Basic Documents” refers to the Sale and Servicing Agreement"), between Indenture, Trust Agreement, Purchase Agreement, the Trust and letter agreement in the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase form of the Notes from the Bank by the several underwriters named in Schedule I Exhibit A hereto (the "Underwriters"“Letter Agreement”), for whom [______________] is acting as representative (the "Representative")Letter of Credit, Letter of Credit Reimbursement Agreement and Note Depository Agreement.

Introductory. Chase Manhattan Bank USA, National AssociationWorld Omni Auto Receivables LLC, a national banking association Delaware limited liability company (the "Bank"“Depositor”), proposes to form Chase Manhattan Auto Owner Trust 200_-_ and World Omni Financial Corp., a Florida corporation (“World Omni”), hereby confirm their respective agreements with BofA Securities, Inc., J.▇. ▇▇▇▇▇▇ Securities LLC, MUFG Securities Americas Inc., Truist Securities, Inc., and each of the other underwriters named in Schedule I hereto (collectively, the “Underwriters”) for whom you are acting as representatives (the "Trust") “Representatives”), with respect to sell the sale by the Depositor of $____________ 216,100,000 aggregate principal amount of Class A-1 ____5.607% Asset Backed Notes Notes, Class A-1 (the "“Class A-1 Notes"”), $____________ 221,500,000 aggregate principal amount of Class A-2 ____5.57% Asset Backed Notes Notes, Class A-2a (the "“Class A-2 A-2a Notes"”), $____________ 154,000,000 aggregate principal amount of Class A-3 ____SOFR Rate plus 0.41% Asset Backed Notes Notes, Class A-2b (the "“Class A-3 A-2b Notes") and ”), $____________ 316,300,000 aggregate principal amount of Class A-4 ____5.15% Asset Backed Notes Notes, Class A-3 (the "“Class A-3 Notes”) and $84,000,000 aggregate principal amount of 5.03% Asset Backed Notes, Class A-4 (the “Class A-4 Notes" and”) of World Omni Auto Receivables Trust 2023-C (the “Trust”) under the terms and conditions herein contained. The Class A-1 Notes, Class A-2a Notes, Class A-2b Notes, Class A-3 Notes and Class A-4 Notes are collectively referred to herein as the “Underwritten Notes.” The Underwritten Notes are to be issued by the Trust together with $31,200,000 aggregate principal amount of 5.36% Asset Backed Notes, Class B (the “Class B Notes”), and $15,650,000 aggregate principal amount of 5.51% Asset Backed Notes, Class C (the “Class C Notes”). The Class B Notes and Class C Notes will be retained by the Depositor or sold to one or more affiliates of the Depositor. The Underwritten Notes, together with the Class A-1 Notes, the Class A-2 B Notes and the Class A-3 C 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), among the Trust, U.S. Bank Trust Company, National Association, as indenture trustee (the “Indenture Trustee”), and U.S. Bank National Association, as account bank (the “Account Bank”). 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 Wilmington Trust, National Association, as owner trustee (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 Trust will include, among other things, a pool of simple interest fixed rate retail installment sales sale contracts and purchase money notes and other notes (the "“Receivables"”) secured by new and used automobiles and light-duty trucks financed thereby (the "“Financed Vehicles") ”), and certain monies received thereunder on or after the close of business on June 27, 2023 (the “Cutoff Date (as hereinafter defined), such Receivables Date”) and monies on deposit in the Reserve Account and in certain other accounts and the other property and the proceeds thereof to be transferred conveyed to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on __________ __, 200_ (the "Cut-off Date") was equal to $____________. The Notes will be issued pursuant to the Indenture to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Indenture"), between the Trust and _______________, _____________, as indenture trustee (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Trust will issue $____________ aggregate principal amount of ____% Asset Backed Certificates (the "Certificates") pursuant to the Amended and Restated Trust Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and _______________, as owner trustee (the "Owner Trustee"), each representing a fractional undivided ownership interest in the Trust, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Certificate Underwriting Agreement" and, together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (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 assigned to such terms in the Sale and Servicing Agreement to be dated as of __________ __, 200_ the Closing Date (as amended and supplemented from time to time, the "“Sale and Servicing Agreement")”) among the Trust, between the Depositor, World Omni, as Servicer (the “Servicer”) and the Account Bank. Pursuant to the Sale and Servicing Agreement, the Depositor will sell the Receivables to the Trust and the BankServicer will service the Receivables on behalf of the Trust. In addition, pursuant to the Sale and Servicing Agreement, the Servicer will agree to perform certain administrative tasks on behalf of the Trust imposed on the Trust under the Indenture. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Sale and Servicing Agreement. The Receivables were 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. The Trust will provide for the review of certain of the Receivables for compliance with the representations and warranties made about the Receivables in certain circumstances under an Asset Representations Review Agreement to be dated as of the Closing Date (the “Asset Representations Review Agreement”) among the Trust, the Servicer and C▇▇▇▇▇▇ Fixed Income Services LLC, a Delaware limited liability company, 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 Schedule I hereto asset representations reviewer (the "Underwriters"), for whom [______________] is acting as representative (the "Representative"“Asset Representations Reviewer”).

Introductory. Chase Manhattan Bank USA, National AssociationCNH Capital Receivables LLC, a national banking association Delaware limited liability company (the "Bank"“Seller”), proposes to form Chase Manhattan Auto Owner cause CNH Equipment Trust 200_-_ 2010-A (the "“Trust"”) to issue and sell $____________ aggregate 268,750,000 principal amount of 0.35377% Class A-1 ____% Asset Backed Notes (the "Class “A-1 Notes"”), ; $____________ aggregate 172,000,000 principal amount of 0.81% Class A-2 ____% Asset Backed Notes (the "Class “A-2 Notes"”), ; $____________ aggregate 396,000,000 principal amount of 1.54% Class A-3 ____% Asset Backed Notes (the "Class “A-3 Notes") and ”); $____________ aggregate 205,210,000 principal amount of 2.49% Class A-4 ____% Asset Backed Notes (the "Class “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”); $32,224,000 principal amount of 4.04% Class B Asset Backed Notes (the “B Notes” and, together with the Class A-1 A Notes, the Class A-2 Notes and “Notes”) to the Class A-3 Notesseveral underwriters named in Schedule I hereto (collectively, the "Notes"“Underwriters”). The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes for whom you are acting as representatives (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined“Representatives”), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on __________ __, 200_ (the "Cut-off Date") was equal to $____________. The Notes will be issued pursuant to the Indenture to be dated as of __________ __March 1, 200_ 2010 (as amended and supplemented from time to time, the "“Indenture"”), between the Trust and _______________The Bank of New York Mellon Trust Company, _____________N.A., as indenture trustee (the "“Indenture Trustee"”). The assets of the Trust include, among other things, a pool of fixed rate retail installment sale contracts and retail installment loans (the “Receivables”) secured by new or used agricultural or construction equipment and the related security interests in the equipment financed thereby. The Receivables were sold to the Trust by the Seller. The Receivables are serviced for the Trust by New Holland Credit Company, LLC, a Delaware limited liability company (“New Holland”). New Holland has appointed Systems & Services Technologies, Inc. (“SST”) to act as backup servicer of the Receivables pursuant to the Backup Servicing Agreement, dated as of March 1, 2010 (as amended and supplemented from time to time, the “Backup Servicing Agreement”) among the Seller, New Holland, as servicer, the Trust, SST, as backup servicer, and the Indenture Trustee. Simultaneously with the issuance and sale of the Notes as contemplated hereinin this Agreement, the Trust will issue $____________ aggregate principal amount of ____% Asset Backed Certificates to the Seller certificates representing fractional undivided equity interests in the Trust (the "“Certificates") pursuant to the Amended and Restated Trust Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and _______________, as owner trustee (the "Owner Trustee"), each representing a fractional undivided ownership interest in the Trust, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Certificate Underwriting Agreement" and, together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (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 assigned ascribed to such terms them in the Sale and Servicing Agreement to be dated as of __________ __March 1, 200_ 2010 (as amended and supplemented from time to time, the "“Sale and Servicing Agreement"”), among the Trust, the Seller and New Holland, as servicer, or, if not defined therein, in the Indenture or the Trust Agreement dated as of March 1, 2010 (as amended and supplemented from time to time, the “Trust Agreement”), between the Seller and Wilmington Trust and the BankCompany, as Seller and Servicertrustee (the “Trustee”). This is At or prior to confirm the agreement concerning the purchase time when sales to purchasers of the Notes from the Bank were first made to investors by the several underwriters named in Schedule I hereto Underwriters, which was approximately 12:24 p.m. (New York time) on March 19, 2010 (the "Underwriters"“Time of Sale”), for whom [______________] is acting the Seller had prepared the following information (collectively, the “Time of Sale Information”): the preliminary prospectus supplement dated March 17, 2010, as representative amended and supplemented by a supplement to such preliminary prospectus supplement dated March 19, 2010 (the "Representative"“Preliminary Prospectus Supplement”) to the base prospectus dated March 17, 2010 (the “Preliminary 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”). If, subsequent to the Time of Sale and prior to the Closing Date (as defined below), such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and as a result investors in the Notes may terminate their old “Contracts of Sale” (within the meaning of Rule 159 under the Securities Act of 1933, as amended (the “Act”)) for any Notes and the Underwriters enter into new Contracts of Sale with investors in the Notes, then “Time of Sale Information” will refer to the information conveyed to investors at the time of entry into the first such new Contract of Sale, in an amended Preliminary Prospectus approved by the Seller and the Representatives that corrects such material misstatements or omissions (a “Corrected Prospectus”) and “Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into.

Introductory. Chase Manhattan Bank USA, National AssociationWorld Omni Auto Receivables LLC, a national banking association Delaware limited liability company (the "Bank"“Depositor”), proposes to form Chase Manhattan Auto Owner Trust 200_-_ and World Omni Financial Corp., a Florida corporation (“World Omni”), hereby confirm their respective agreements with Credit Suisse Securities (USA) LLC and Wachovia Capital Markets, LLC and each of the other underwriters named in Schedule I hereto (collectively, the “Underwriters”) for whom you are acting as representatives (the "Trust") “Representatives”), with respect to sell the issuance by the Depositor of $____________ 266,000,000 aggregate principal amount of Class A-1 ____2.92200% Asset Backed Notes Notes, Class A-1 (the "“Class A-1 Notes"”), $____________ 133,000,000 of which are being underwritten by the Underwriters (the “Class A-1 Underwritten Notes”), $336,000,000 aggregate principal amount of Floating Rate Asset Backed Notes, Class A-2 ____% Asset Backed Notes (the "“Class A-2 Notes"”), $____________ 168,000,000 of which are being underwritten by the Underwriters (the “Class A-2 Underwritten Notes”), $210,000,000 aggregate principal amount of Class A-3 ____3.94% Asset Backed Notes Notes, Class A-3a (the "“Class A-3 A-3a Notes") and ”), $____________ 105,000,000 of which are being underwritten by the Underwriters (the “Class A-3a Underwritten Notes”), $107,000,000 aggregate principal amount of Floating Rate Asset Backed Notes, Class A-4 ____A-3b (the “Class A-3b Notes”), $53,500,000 of which are being underwritten by the Underwriters (the “Class A-3b Underwritten Notes”) and $181,000,000 aggregate principal amount of 4.74% Asset Backed Notes Notes, Class A-4 (the "“Class A-4 Notes" ”), $90,500,000 of which are being underwritten by the Underwriters (the “Class A-4 Underwritten Notes”) of World Omni Auto Receivables Trust 2008-A (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 Class A-1 Underwritten Notes, Class A-2 Underwritten Notes, Class A-3a Underwritten Notes, Class A-3b Underwritten, Notes and Class A-4 Underwritten Notes are collectively referred to herein as the “Underwritten Notes”. The Offered Notes are to be issued together with $70,588,000 aggregate principal amount of Asset Backed Notes, Class B (the “Class B Notes” and, together with the Class A-1 Offered Notes, the “Notes”). The Class A-2 B Notes will initially be retained by the Depositor. 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 Class A-3 NotesBank of New York, as indenture trustee (in such capacity, the "Notes"“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 Trust will include, among other things, a pool of simple interest fixed rate retail installment sales sale contracts and purchase money notes and other notes (the "“Initial Receivables"”) secured by new and used automobiles and light-duty trucks financed thereby (the "“Initial Financed Vehicles") ”), and certain monies received thereunder on or after March 11, 2008 (the “Initial Cutoff Date”), and, if there is a funding period, additional fixed rate retail installment sale contracts (the “Subsequent Receivables” and together with the Initial Receivables, the “Receivables”) secured by new and used automobiles and light-duty trucks financed thereby (the “Subsequent Financed Vehicles” and together with the Initial Financed Vehicles, the “Financed Vehicles”), and certain monies received thereunder after the related cutoff date (each, a “Subsequent Cutoff Date (as hereinafter definedDate”), such Receivables rights under the interest rate swap agreement and monies on deposit in the Reserve Account and in certain other accounts and the other property and the proceeds thereof to be transferred conveyed to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on __________ __, 200_ (the "Cut-off Date") was equal to $____________. The Notes will be issued pursuant to the Indenture to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Indenture"), between the Trust and _______________, _____________, as indenture trustee (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Trust will issue $____________ aggregate principal amount of ____% Asset Backed Certificates (the "Certificates") pursuant to the Amended and Restated Trust Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and _______________, as owner trustee (the "Owner Trustee"), each representing a fractional undivided ownership interest in the Trust, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Certificate Underwriting Agreement" and, together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (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 assigned to such terms in the Sale and Servicing Agreement to be dated as of __________ __, 200_ the Closing Date (as amended and supplemented from time to time, the "“Sale and Servicing Agreement"”) among the Trust, the Depositor and World Omni, as Servicer (the “Servicer”). Pursuant to the Sale and Servicing Agreement, between the Depositor will sell the Receivables to the Trust and the BankServicer will service the Receivables on behalf of the Trust. In addition, pursuant to the Sale and Servicing Agreement, the Servicer will agree to perform certain administrative tasks on behalf of the Trust imposed on the Trust under the Indenture. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Sale and Servicing Agreement. The Receivables were or will be originated or acquired by World Omni. World Omni will sell the Receivables to the Depositor pursuant to the terms of the Receivables Purchase Agreement (the “Receivables Purchase Agreement”) to be dated as Seller of the Closing Date between the Depositor and ServicerWorld Omni. This is As used herein, the term “Basic Documents” refers to confirm the agreement concerning Sale and Servicing Agreement, Indenture, Trust Agreement, Receivables Purchase Agreement, Administration Agreement (the purchase “Administration Agreement”) to be dated as of the Closing Date among World Omni, the Indenture Trustee, the Depositor and the Trust and Note Depository Agreement. At or prior to the time when sales (including any contracts of sale) of the Notes from the Bank were first made to investors by the several underwriters named in Underwriters, which shall be deemed to be 11:00 a.m. on March 12, 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 March 11, 2008 and the base prospectus dated March 11, 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 I 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 light of the circumstances under which they were made, not misleading, then the investors may terminate their old “contracts of sale” (within the meaning of Rule 159 under the Act). If, following any such termination, the Underwriters"), with prior written notice to the Depositor and World Omni, enter into new contracts of sale with investors for whom [______________] is acting as representative the Notes, then “Time of Sale Information” will refer to the documents agreed upon in writing by the Depositor and the Representatives that correct such material misstatements or omissions (a “Corrected Prospectus”) and “Time of Sale” will refer to the "Representative")time and date agreed upon by the Depositor and the Representatives.

Introductory. Chase Manhattan Bank USA, National AssociationToyota Auto Finance Receivables LLC, a national banking association Delaware limited liability company (the "BankSeller") and a wholly owned subsidiary of Toyota Motor Credit Corporation, a California corporation ("TMCC"), proposes to form Chase Manhattan Auto Owner Trust 200_-_ sell to each of the several underwriters named in Schedule I-A hereto (the "TrustClass A Underwriters" or the "Underwriters") to sell $____________ 387,000,000 aggregate principal amount of Class A-1 ____2.79% Asset Backed Notes (the "Class A-1 Notes"), $____________ aggregate principal amount of Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $____________ 457,000,000 aggregate principal amount of Class A-3 ____3.76% Asset Backed Notes Notes, Class A-3 (the "Class A-3 Notes") and $____________ 264,000,000 aggregate principal amount of Class A-4 ____4.39% Asset Backed Notes Notes, Class A-4 (the "Class A-4 Notes" and, and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Offered Notes") of the Toyota Auto Receivables 2002-B Owner Trust (the "Trust"). Concurrently with the issuance and sale of the Offered Notes as contemplated herein the Trust will issue (i) $444,000,000 aggregate principal amount of 1.91375% 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 May 23, 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 have a principal balance $48,001,788 as of the closing date. Neither the Class A-1 Notes nor the Subordinated Seller's Interest will be sold hereunder. Deutsche Bank Securities Inc. ▇▇▇ Merrill Lynch, Pierce, Fenner & Smith Incorporated will act as represe▇▇▇▇▇▇▇s for the Class ▇-▇, ▇las▇ ▇-▇ and Class A-4 Underwriters, and in such capacities shall herein be the "Representatives". The assets of the Trust will include, among other things, a pool of simple interest retail installment sales sale contracts and purchase money notes and other notes (the "Receivables") secured by the new and used automobiles and light duty trucks financed thereunder (the "Financed Vehicles") and certain monies received due or to become due thereunder on or after April 1, 2002 (the "Cutoff Date (as hereinafter defined), such Receivables Date") and the other property and the proceeds thereof to be transferred conveyed to the Trust pursuant to the Sale and Servicing Agreement to be dated as of May 1, 2002 (the "Sale and Servicing Agreement") among the Trust, the Seller and TMCC. TMCC purchased the Receivables from certain Toyota and Lexus dealers. The Receivables and other assets of the Trust will be sold by TMCC to the Seller pursuant to a Receivables Purchase Agreement (the "Receivables Purchase Agreement") to be dated as of May 1, 2002 between TMCC and the Seller. Pursuant to the Sale and Servicing Agreement, the Seller will sell the Receivables to the Trust and serviced by TMCC will service the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance Receivables on behalf of the Receivables as Trust. In addition, pursuant to the Sale and Servicing Agreement, TMCC will agree to perform certain administrative tasks on behalf of the opening of business Trust imposed on __________ __, 200_ (the "Cut-off Date") was equal to $____________Trust under the Indenture. The Notes will be issued pursuant to the Indenture to be dated as of __________ __May 1, 200_ 2002 (as amended and supplemented from time to time, the "Indenture"), between the Trust and _______________, _____________, as indenture trustee The Bank of New York (the "Indenture Trustee"). Simultaneously with TMCC has caused the issuance and sale of the Notes as contemplated herein, Seller to form the Trust will issue $____________ aggregate principal amount of ____% Asset Backed Certificates (the "Certificates") pursuant to the an Amended and Restated Trust Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement")) dated as of May 1, 2002, between the Seller, as depositor and U.S. Bank and _______________, Trust National Association as owner trustee (the "Owner Trustee"), each representing a fractional undivided ownership interest in the Trust, which . TMCC will be sold obligated to make certain advances to the Trust under the Liquidity Note pursuant to an underwriting agreement dated the date hereof TMCC Revolving Liquidity Note Agreement (the "Certificate Underwriting Revolving Liquidity Note Agreement") dated as of May 23, 2002 between TMCC and the Trust. As used herein, the term "Basic Documents" and, together with this refers to the Sale and Servicing Agreement, the "Underwriting Agreements") among Trust Agreement, the Bank Indenture, the Receivables Purchase Agreement and the underwriters named therein (the "Certificate Underwriters")Revolving Liquidity Note Agreement. The Notes and the Certificates are sometimes This Underwriting Agreement shall hereinafter be referred to collectively herein as the "Securitiesthis Agreement". Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms ascribed thereto in the Sale and Servicing Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Notes from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom [______________] is acting as representative (the "Representative").

Introductory. Chase Manhattan Bank USA, National AssociationWorld Omni Auto Leasing LLC, a national banking association Delaware limited liability company (the "Bank"“Depositor”), proposes to form Chase Manhattan Auto Owner Trust 200_-_ and World Omni Financial Corp., a Florida corporation (“World Omni”), hereby confirm with MUFG Securities Americas Inc., BofA Securities, Inc., TD Securities (USA) LLC and ▇▇▇▇▇ Fargo Securities, LLC, each of the other underwriters named in Schedule I hereto (collectively, the “Underwriters”) for whom you are acting as representatives (the "Trust") “Representatives”), that the Depositor will sell to sell the Underwriters $____________ 88,000,000 aggregate principal amount of 5.217% Asset-Backed Notes, Class A-1 ____% Asset Backed Notes (the "“Class A-1 Notes"”), $____________ 232,000,000 aggregate principal amount of 5.47% Asset-Backed Notes, Class A-2 ____% Asset Backed Notes A-2a (the "“Class A-2 A-2a Notes"”), $____________ 115,500,000 aggregate principal amount of SOFR Rate + 0.76% Asset-Backed Notes, Class A-3 ____% Asset Backed Notes A-2b (the "“Class A-3 A-2b Notes") and $____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" ”, and, together with the Class A-2a Notes, the “Class A-2 Notes”), $272,500,000 aggregate principal amount of 5.07% Asset-Backed Notes, Class A-3 (the “Class A-3 Notes”) and $61,400,000 aggregate principal amount of 5.04% Asset-Backed Notes, Class A-4 (the “Class A-4 Notes”) of World Omni Automobile Lease Securitization Trust 2023-A (the “Trust”) on the Closing Date (as defined below) pursuant to the terms and conditions herein contained. The Class A-1 Notes, the Class A-2 Notes, Class A-3 Notes and Class A-4 Notes are collectively referred to herein as the “Offered Notes”. The Offered Notes are to be issued together with $35,080,000 aggregate principal amount of 5.28% Asset-Backed Notes, Class A-3 B (the “Class B Notes” and, together with Offered Notes, the "“Notes"”). The assets of the Trust Class B Notes will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to initially be transferred to the Trust and serviced retained by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on __________ __, 200_ (the "Cut-off Date") was equal to $____________Depositor. The Notes will be issued pursuant to the an Indenture to be dated as of __________ __, 200_ (as amended and amended, restated, modified or supplemented from time to time, the "“Indenture"”), between to be dated as of the Trust and _______________Closing Date, _____________among the Trust, Wilmington Trust, National Association, as indenture trustee (in such capacity, the "“Indenture Trustee"”), and Wilmington Trust, National Association, as account bank (in such capacity, the “Account Bank”). Simultaneously with The Depositor will retain the issuance and sale of the Notes as contemplated herein, the Trust will issue $____________ aggregate principal amount of ____% Asset Backed Certificates asset-backed certificates (the "“Certificates"”) issued pursuant to the Amended and Restated Trust Agreement a trust agreement, to be dated as of __________ __the Closing Date, 200_ between the Depositor and U.S. Bank Trust National Association, as owner trustee (in such capacity, the “Owner Trustee”) (as amended and amended, restated, modified or supplemented from time to time, the "“Trust Agreement"”), between . The Certificates will be subordinated to the Bank and _______________, as owner trustee (Notes to the "Owner Trustee"), each representing a fractional undivided ownership interest extent described in the Trust, which will be sold pursuant to an underwriting agreement dated the date hereof Basic Documents (the "Certificate Underwriting Agreement" and, together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Certificate Underwriters"as defined below). The Notes will be secured by the assets of the Trust which will include, among other things, the Exchange Note (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 “Closed-End Collateral Agent”), Bank of America, N.A. (the “Deal Agent”), U.S. Bank Trust Company, National Association as successor-in-interest to U.S. Bank National Association (the “Closed-End Administrative Agent”) and the Certificates are sometimes referred secured parties from time to collectively herein time named therein (as further amended, restated, modified or supplemented from time to time, the "Securities"“Collateral Agency Agreement”) and (ii) a 2023-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 Warehouse Facility and/or certain additional advances made by ▇▇▇ to WOLT. Amounts due on the Exchange Note will be paid from the cash flow from a pool of automobile and light-duty truck leases and the related leased vehicles and certain monies due or received thereunder after April 10, 2023 (the “Cutoff Date”). ▇▇▇ will sell the Exchange Note to the Depositor pursuant to an Exchange Note Sale Agreement, to be dated as of the Closing Date, between ALF and the Depositor (as amended, restated, modified or supplemented from time to time, the “Exchange Note Sale Agreement”). The Exchange Note will be transferred by the Depositor to the Trust pursuant to an Exchange Note Transfer Agreement, to be dated as of the Closing Date, between the Depositor and the Trust (as amended, restated, modified or supplemented from time to time, the “Exchange Note Transfer Agreement”). World Omni will continue to service the Transaction Units after the issuance of the Exchange Note pursuant to an Exchange Note Servicing Supplement 2023-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, as amended, among World Omni, as closed-end servicer, WOLT, as titling trust, and the Closed-End Collateral Agent (as further amended, restated, modified or supplemented from time to time, including as supplemented by the Exchange Note Servicing Supplement, the “Servicing Agreement”). The asset representations review, if any, will be performed by the Asset Representations Reviewer (as defined below) under an Asset Representations Review Agreement, to be dated as of the Closing Date, among ▇▇▇▇▇▇▇ Fixed Income Services LLC, a Delaware limited liability company (the “Asset Representations Reviewer”), the Trust and World Omni (as amended, restated, modified or supplemented from time to time, the “Asset Representations Review Agreement”). Capitalized terms used and herein that are not otherwise defined herein shall have the meanings assigned ascribed thereto in (i) Appendix A to such terms the Indenture or (ii) if not defined therein, in Appendix A to the Sale and Servicing Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Collateral Agency Agreement"), between the Trust and the Bank, 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 Schedule I hereto (the "Underwriters"), for whom [______________] is acting as representative (the "Representative").

Introductory. Chase Manhattan Bank USA, National AssociationCaterpillar Financial Funding Corporation, a national banking association Nevada corporation (the "BankSeller"), proposes to form Chase Manhattan Auto Owner cause Caterpillar Financial Asset Trust 200_-_ 1999-A (the "Trust") to issue and sell $____________ 23,656,000 aggregate principal amount of 6.55% Class A-1 ____% B Asset Backed Notes (the "Class A-1 B Notes")) to Gold▇▇▇, $____________ aggregate principal amount of Class A-2 ____% Asset Backed Notes ▇▇chs & Co. (the "Class A-2 Notes"), $____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "NotesUnderwriter"). The assets of the Trust will include, among other things, a pool of simple interest fixed-rate retail installment sales sale contracts and purchase money notes and other notes finance leases (the "Receivables") secured by new and used automobiles machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed VehiclesEquipment") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such and the proceeds thereof. The Receivables to will be transferred sold to the Trust and serviced by the Bank, as Servicer, or by a successor ServicerSeller. The Original Pool Balance of Receivables will be serviced for the Receivables as of the opening of business on __________ __Trust by Caterpillar Financial Services Corporation, 200_ a Delaware corporation (the "Cut-off DateServicer" or ") was equal to $____________CFSC"). The Notes will be issued pursuant to the Indenture to be dated as of __________ __July 1, 200_ 1999 (as amended and supplemented from time to time, the "Indenture"), between the Trust and _______________The First National Bank of Chicago, _____________, as indenture trustee a national banking association (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Class B Notes as contemplated herein, the Trust will issue $____________ 155,000,000 aggregate principal amount of ____Class A-1 5.365% Asset Backed Notes (the "Class A-1 Notes"), $125,000,000 aggregate principal amount of Class A-2 5.90% Asset Backed Notes (the "Class A-2 Notes") and $270,000,000 aggregate principal amount of Class A-3 6.20% Asset Backed 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 Trust. 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") pursuant among the 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 Amended Sale and Restated Servicing Agreement to be dated as of July 1, 1999 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Trust, the Seller and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of __________ __July 1, 200_ 1999 (as amended and supplemented from time to time, the "Trust Agreement"), between the Seller and Chase Manhattan Bank and _______________Delaware, a Delaware banking corporation as owner trustee under the Trust Agreement (the "Owner Trustee"), each representing a fractional undivided ownership interest in the Trust, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Certificate Underwriting Agreement" and, together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (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 assigned to such terms in the Sale and Servicing Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Notes from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom [______________] is acting as representative (the "Representative").

Introductory. Chase Manhattan Bank USA, National AssociationAmerican Honda Receivables Corp., a national banking association California corporation (the "Bank"“Company”), proposes proposes, subject to form Chase Manhattan the terms and conditions stated herein, to cause the Honda Auto Receivables 2009-2 Owner Trust 200_-_ (the "“Trust"”) to issue and sell $____________ 351,000,000 aggregate principal amount of Class A-1 ____1.31785% Asset Backed Notes Notes, Class A-1 (the "“Class A-1 Notes")”) , $____________ 400,000,000 aggregate principal amount of Class A-2 ____2.22% Asset Backed Notes Notes, Class A-2 (the "“Class A-2 Notes"”), $____________ 520,000,000 aggregate principal amount of Class A-3 ____2.79% Asset Backed Notes Notes, Class A-3 (the "“Class A-3 Notes") and $____________ 229,000,000 aggregate principal amount of Class A-4 ____4.43% Asset Backed Notes Notes, Class A-4 (the "“Class A-4 Notes" and, ” and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 NotesA-3, the "“Notes"”). The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on __________ __, 200_ (the "Cut-off Date") was equal to $____________. The Notes will be issued pursuant to the Indenture Indenture, to be dated as of __________ __May 1, 200_ 2009 (as amended and supplemented from time to time, the "“Indenture"”), between the Trust and _______________Deutsche Bank Trust Company Americas (the “Indenture Trustee”). Certain of the Underwriters (as defined herein) are financial institutions appearing on the Federal Reserve Bank of New York’s list of Primary Government Securities Dealers Reporting to the Government Securities Dealers Statistics Unit of the Federal Reserve Bank of New York (a “Primary Dealer”), _____________and may be a party to that certain Master Loan and Security Agreement among the Federal Reserve Bank of New York (the “FRBNY”), as indenture trustee Lender, various Primary Dealers party thereto, the Bank of New York Mellon, as Administrator, and the Bank of New York Mellon, as Custodian (the "Indenture Trustee"“MLSA”), in connection with the Term Asset-Backed Securities Loan Facility (the “TALF”). Simultaneously It is expressly intended by the parties hereto that all rights, benefits and remedies of the Underwriters under this Agreement shall be for the benefit of, and shall be enforceable by, each Underwriter that is also a Primary Dealer not only in its capacity as an Underwriter but also in its capacity as a Primary Dealer and as a signatory to the MLSA. Concurrently with the issuance and sale of the Notes as contemplated herein, the Trust will issue $____________ 66,582,876.59 aggregate principal amount of ____% Asset Backed Certificates certificates of beneficial interest (the "“Certificates") ”), each representing an interest in the Owner Trust Estate. The Company will retain the Certificates. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement Agreement, to be dated as of __________ __May 12, 200_ 2009 (as amended and supplemented from time to time, the "“Trust Agreement"”), between among the Bank and _______________Company, Citibank, N.A., as owner trustee (in such capacity, the "“Owner Trustee")”) and Citigroup Trust-Delaware, each representing a fractional undivided ownership interest National Association, as Delaware trustee (in the Trust, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Certificate Underwriting Agreement" and, together with this Agreementsuch capacity, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Certificate Underwriters"“Delaware Trustee”). The Notes and the Certificates are sometimes referred subordinated to collectively herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Sale and Servicing Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Notes from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom [______________] is acting as representative (the "Representative")Notes.

Introductory. Chase Manhattan Bank USA, National Association, a national banking association (the "Bank"), proposes to form Chase Manhattan Auto Owner Trust 200_-_ 2001-B (the "Trust") to sell $____________ 280,000,000 aggregate principal amount of Class A-1 ____2.18% Asset Backed Notes (the "Class A-1 Notes"), $____________ 300,000,000 aggregate principal amount of Class A-2 ____2.44% Asset Backed Notes (the "Class A-2 Notes"), $____________ 365,000,000 aggregate principal amount of Class A-3 ____3.09% Asset Backed Notes (the "Class A-3 Notes") and $____________ 322,380,000 aggregate principal amount of Class A-4 ____3.80% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"). The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date opening of business on November 1, 2001 (as hereinafter definedthe "Cut-off Date"), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on __________ __, 200_ (the "Cut-off Date") was will equal to $____________1,299,883,047. The Notes will be issued pursuant to the Indenture to be dated as of __________ __November 1, 200_ 2001 (as amended and supplemented from time to time, the "Indenture"), between the Trust and _______________▇▇▇▇▇ Fargo Bank Minnesota, _____________National Association, as indenture trustee (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Trust will issue $____________ 32,503,047 aggregate principal amount of ____3.75% Asset Backed Certificates (the "Certificates") pursuant to the Amended and Restated Trust Agreement to be dated as of __________ __November 1, 200_ 2001 (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and _______________Wilmington Trust Company, as owner trustee (the "Owner Trustee"), each representing a fractional undivided ownership interest in the Trust, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Certificate Underwriting Agreement" and, together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters underwriter named therein (the "Certificate UnderwritersUnderwriter"). The Notes and the Certificates are sometimes referred to collectively herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Sale and Servicing Agreement to be dated as of __________ __November 1, 200_ 2001 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Notes from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom [______________] ▇.▇. ▇▇▇▇▇▇ Securities Inc. is acting as representative (the "Representative").

Introductory. Chase Manhattan Bank USAFifth Third Holdings Funding, National Association, a national banking association LLC (the "Bank"), “Depositor”) proposes to form Chase Manhattan Auto Owner Trust 200_-_ (the "Trust") to sell $____________ 392,000,000 aggregate principal amount of 0.19000% Auto Loan Asset Backed Class A-1 ____% Asset Backed Notes (the "“Class A-1 Notes"”), $____________ 279,000,000 aggregate principal amount of Class A-2 ____0.45% Auto Loan Asset Backed Class A-2-A Notes (the "“Class A-2 A-2-A Notes"”), $____________ 279,000,000 aggregate principal amount of Class A-3 ____LIBOR + 0.16% Auto Loan Asset Backed Class A-2-B Notes (the "“Class A-3 A-2-B Notes") ” and together with the Class A-2-A Notes, the “Class A-2 Notes”), $____________ 417,000,000 aggregate principal amount of Class A-4 ____0.89% Auto Loan Asset Backed Class A-3 Notes (the "“Class A-3 Notes”) and $133,000,000 aggregate principal amount of 1.38% Auto Loan Asset Backed Class A-4 Notes (the “Class A-4 Notes" and, ,” and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "“Notes"”). The assets of , to the Trust will includeseveral underwriters set forth on Schedule I (each, among other thingsan “Underwriter” and collectively, a pool of simple interest retail installment sales contracts and purchase money notes and other notes the “Underwriters”), for whom you are acting as representative (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined“Representative”), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on __________ __, 200_ (the "Cut-off Date") was equal to $____________. The Notes will be issued pursuant to the Indenture an Indenture, to be dated as of __________ __June 11, 200_ 2014 (as amended and amended, supplemented or modified from time to time, the "“Indenture"”), between Fifth Third Auto Trust 2014-2 (the “Issuer”) and Deutsche Bank Trust and _______________, _____________Company Americas, as indenture trustee (in such capacity, the "“Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Trust will issue $____________ aggregate principal amount of ____% Asset Backed Certificates (the "Certificates") pursuant to the Amended and Restated Trust Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and _______________, as owner trustee (the "Owner Trustee"), each representing a fractional undivided ownership interest in the Trust, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Certificate Underwriting Agreement" and, together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Certificate Underwriters"”). 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 Certificates are sometimes referred “Receivables”) and certain related rights. The Receivables will be sold to collectively herein the Issuer by the Depositor and will be serviced for the Issuer by Fifth Third Bank, an Ohio banking corporation (the “Bank”), as servicer (in such capacity, the "Securities"“Servicer”). Capitalized terms used and but not otherwise defined herein shall have the meanings assigned set forth in Appendix A to such terms in the Sale and Servicing Agreement Agreement, to be dated as of __________ __June 11, 200_ 2014 (as amended and amended, supplemented or modified from time to time, the "“Sale and Servicing Agreement"”), between the Trust Issuer and the BankDepositor. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as Seller amended (the “Exchange Act”), the Underwriters, the Depositor, and Servicerthe Bank hereby agree that the “Closing Date” shall be June 11, 2014, 10:00 a.m., New York City time (or at such other place and time on the same or other date as shall be agreed to in writing by the Representative and the Depositor). This is to confirm The Depositor has prepared and filed with the agreement concerning Securities and Exchange Commission (the purchase “Commission”) in accordance with the provisions of the Notes from Securities Act of 1933, as amended, and the Bank rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a shelf registration statement on Form S-3 (having the registration number 333-182215), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the several underwriters named Commission not more than three years prior to the Closing Date or, the Depositor has prepared and filed (before the expiration of such three year period) with the Commission in Schedule I hereto accordance with the provisions of the Securities Act, a new shelf registration statement on Form S-3 and such new registration statement includes unsold securities covered by the earlier registration statement, which such unsold securities may continue to be offered and sold until the earlier of the effective date of the new registration statement or 180 days after the third anniversary of the initial effective date of the prior registration statement, as permitted pursuant to paragraph (a)(5) of Rule 415 of the Securities Act. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of this Underwriting Agreement (this “Agreement”), the most recent such amendment is effective upon filing with the Commission pursuant to Rule 462 of the Securities Act or has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Securities Act, is referred to in this Agreement as the “Registration Statement.” The Depositor proposes to file with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a prospectus supplement (the "Underwriters"“Final Prospectus Supplement”) to the base prospectus included in the Registration Statement (such base prospectus, in the form most recently revised, dated May 28, 2014, 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 11:50 a.m. New York City time on June 4, 2014 (i.e., the date and time the first Contract of Sale (as defined below) for the Notes (the “Time of Sale”) was entered into as designated by the Representative), for whom [______________] is acting as representative the Depositor had prepared (i) the preliminary prospectus supplement dated May 28, 2014 (the "Representative"“Preliminary Prospectus Supplement” and, together with the Base Prospectus and the Upsizing Supplement, the “Preliminary Prospectus”)., (ii) the Free Writing Prospectus dated May 28, 2014 relating to the ratings on the Notes (the “Ratings Free Writing Prospectus”), (iii) the road show presentation, dated May 2014 (the “Road Show”), and (iv) the supplement to the Preliminary Prospectus Supplement (the “Upsizing Supplement”) entitled “Supplement, dated June 3, 2014 (subject to completion) to Prospectus Supplement, dated May 28, 2014 (subject to completion) to Prospectus, dated May 28, 2014” (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 prior to the Closing Date, 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 statements 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 Representative that corrects such material misstatements or omissions (a “Corrected Prospectus”) and “Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into. Pursuant to this Agreement, and subject to the terms hereof, the Depositor agrees to sell to each Underwriter, the respective principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule I.

Introductory. Chase Manhattan Bank USA, National AssociationOnyx Acceptance Financial Corporation, a national banking association Delaware corporation (the "Bank"“Seller”) and Onyx Acceptance Corporation, a Delaware corporation, (“Onyx”), confirm their agreement with Credit Suisse First Boston LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (collectively, the “Underwriters”) as follows: The Seller proposes to form Chase Manhattan Auto Owner Trust 200_-_ (sell to the "Trust") to sell Underwriters $____________ aggregate 181,000,000 principal amount of its 2.84975% Class A-1 ____% Asset Backed Notes (the "“Class A-1 Notes"”), $____________ aggregate 193,000,000 principal amount of its 3.38% Class A-2 ____% Asset Backed Notes (the "“Class A-2 Notes"”), $____________ aggregate 177,000,000 principal amount of its 3.69% Class A-3 ____% Asset Backed Notes (the "“Class A-3 Notes") ”), and $____________ aggregate 149,000,000 principal amount of its 3.91% Class A-4 ____% Asset Backed Notes (the "“Class A-4 Notes" ”) and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, (the "“Notes"”), to be issued by Onyx Acceptance Owner Trust 2005-A, a Delaware statutory trust (the “Issuer”) under the Indenture (the “Indenture”), dated as of the Closing Date, between the Issuer and JPMorgan Chase Bank, as indenture trustee (the “Indenture Trustee”). The Notes will be collateralized by the Trust Property (as defined below). The assets of the Issuer (the “Trust will includeProperty”) consist of all money, among other thingsaccounts, a pool of simple interest retail installment sales contracts and purchase money notes chattel paper, general intangibles, goods, instruments, investment property and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance property of the Receivables as of Issuer, including without limitation: (a) (i) the opening of business on __________ __, 200_ (the "Cut-off Date") was equal to $____________. The Notes will be issued pursuant to the Indenture to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Indenture"), between the Trust and _______________, _____________, as indenture trustee (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Trust will issue $____________ aggregate principal amount of ____% Asset Backed Certificates (the "Certificates") pursuant to the Amended and Restated Trust Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and _______________, as owner trustee (the "Owner Trustee"), each representing a fractional undivided ownership interest Funded Contracts listed in the Trust, which will be sold pursuant Schedule of Contracts attached as Schedules I-A and I-B to an underwriting agreement dated the date hereof (the "Certificate Underwriting Agreement" and, together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (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 assigned to such terms in the Sale and Servicing Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to timebetween the Issuer, the "Seller, Onyx, as Servicer and JPMorgan Chase Bank, as Indenture Trustee and Trust Agent (the “Sale and (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 the Second Amended and Restated Sale and Servicing Agreement"), dated as of November 31, 2001 between the Trust Onyx Acceptance Corporation, as seller and servicer, and the BankSeller, as purchaser (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and ServicerServicing Agreement. This is to confirm On the agreement concerning Closing Date, the purchase Insurer will issue a financial guarantee insurance policy (the “Policy”) guaranteeing certain payments due in respect of the Notes. The terms of the Notes from are set forth in the Bank Registration Statement (as defined below) and the related Prospectus (as defined below) dated February 14, 2005, as supplemented by the several underwriters named in Schedule I hereto a Prospectus Supplement (the "Underwriters"), for whom [______________] is acting as representative (the "Representative"defined below).

Introductory. Chase Manhattan Bank USA, National AssociationCNH Receivables Inc., a national banking association Delaware corporation (the "BankSeller"), proposes to form Chase Manhattan Auto Owner cause CNH Equipment Trust 200_-_ 2000-A (the "Trust") to issue and sell $____________ aggregate 150,000,000 principal amount of Class A-1 ____6.178% Asset Backed Notes (the "Class A-1 Notes"), . $____________ aggregate 360,000,000 principal amount of Class A-2 ____6.80% Asset Backed Notes (the "Class A-2 Notes"), $____________ aggregate 260,000,000 principal amount of Class A-3 ____7.14% Asset Backed Notes (the "Class A-3 Notes") and ), $____________ aggregate 311,000,000 principal amount of Class A-4 ____7.34% Asset Backed Notes (the "Class A-4 Notes" and, ") and $46,000,000 principal amount of Class B 7.32% Asset Backed Notes (the "B Notes"; together with the Class A-1 A- 1 Notes, the Class A-2 Notes, the A-3 Notes and the Class A-3 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 Trust will include, among other things, a pool of simple interest retail installment sales sale contracts and purchase money notes and other notes full payout leases (the "Receivables") secured by new or used over-the-road trucks and used automobiles (trailers, agricultural, construction, forestry, or other equipment and the "Financed Vehicles") and certain monies received thereunder on or after related security interests in the Cutoff Date (as hereinafter defined), such equipment financed thereby. The Receivables to be transferred were sold to the Trust and serviced by the Bank, as Servicer, or by a successor ServicerSeller. The Original Pool Balance of Receivables are serviced for the Receivables as of the opening of business on __________ __Trust by Case Credit Corporation, 200_ a Delaware corporation (the "Cut-off DateCase Credit") was equal to $____________). The Notes will be issued pursuant to the Indenture to be dated as of __________ __March 1, 200_ 2000 (as amended and supplemented from time to time, the "Indenture"), between the Trust and _______________, _____________, as indenture trustee ▇▇▇▇▇▇ Trust and Savings Bank (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated hereinin this Agreement, the Trust will issue $____________ aggregate principal amount of ____7.32% Asset Backed Certificates (the "Certificates") pursuant ), in an amount of $23,000,000 to the Amended Seller. The Notes and Restated the 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 March 1, 2000 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Trust, the Seller and Case Credit, as servicer, or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of __________ __March 1, 200_ 2000 (as amended and supplemented from time to time, the "Trust Agreement"), between the Seller and The Bank and _______________of New York, as owner trustee (the "Owner Trustee"), each representing a fractional undivided ownership interest in the Trust, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Certificate Underwriting Agreement" and, together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (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 assigned to such terms in the Sale and Servicing Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Notes from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom [______________] is acting as representative (the "Representative").

Introductory. Chase Manhattan Bank USAGE Equipment Transportation LLC, National Association, a national banking association Series 2013-1 (the "Bank"“Company”), proposes CEF Equipment Holding, L.L.C. (“CEFEH” or the “Depositor”) and General Electric Capital Corporation (“GECC”), as sponsor, propose to form Chase Manhattan Auto Owner Trust 200_-_ (cause the "Trust") to sell $____________ aggregate principal amount sale of Class A-1 ____% the GE Equipment Transportation LLC, Series 2013-1 Asset Backed Notes, consisting of the Class A-1, Class A-2, Class A-3 and Class A-4 Notes (collectively, the “Class A Notes”), the Class B Notes (the "“Class A-1 B Notes"), $____________ aggregate principal amount of ”) and the Class A-2 ____% Asset Backed C Notes (the "“Class A-2 C Notes"), $____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") ” and $____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 A Notes and the Class A-3 B Notes, the "“Notes"”). The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on __________ __, 200_ (the "Cut-off Date") was equal to $____________. The Notes will be issued pursuant to the Indenture to be an Indenture, dated as of __________ __March 20, 200_ 2013 (as amended and supplemented from time to time, the "“Indenture"”), between the Trust Company and _______________Citibank, _____________N.A., as indenture trustee (the "“Indenture Trustee"”). Simultaneously with the issuance and sale of the The Notes as contemplated herein, the Trust will issue $____________ be issued in an aggregate initial principal amount of ____% Asset Backed Certificates $766,364,000. The Notes specified on Schedule I hereto (the "Certificates"“Subject Notes”) pursuant are being purchased severally and not jointly by the entities specified therein (each an “Underwriter,” and together the “Underwriters”). The Notes will be secured by the Collateral, including without limitation, a pool of equipment loans primarily secured by transportation equipment and the related security interests therein (collectively, the “Loans”) and a special unit of beneficial interest (the “Series 2013-1 SUBI”) in a portfolio of TRAC leases of titled transportation equipment (collectively, the “Leases”) and the related equipment allocated to a special unit of beneficial ownership in GE TF Trust, a Delaware statutory trust (the “Titling Trust”) designated as the “Series 2013-1 SUBI” (the “Series 2013-1 SUBI”) and the certificate issued in evidence thereof (the “Series 2013-1 SUBI Certificate”). Pursuant to a Receivables Sale Agreement, dated as of March 20, 2013, among the Depositor, GE Capital Title Holding Corp. (“GE Title”) and GECC, GECC will sell, transfer and convey, without recourse, all of its right, title and interest in the Loans and related assets to the Depositor, and GE Title will sell the Series 2013-1 SUBI Certificate to the Depositor. Pursuant to a Receivables Purchase and Sale Agreement, dated as of March 20, 2013, between the Depositor and the Company, the Depositor will sell, transfer and convey to the Company, without recourse, all of its right, title and interest in the Series 2013-1 SUBI Certificate, the Loans and related assets. Pursuant to the Amended and Restated Trust Agreement to be Servicing Agreement, dated as of __________ __March 20, 200_ 2013 (the “Servicing Agreement”) among GECC, as amended and supplemented from time to timeservicer, the "Titling Trust and the Company, GECC will service the Loans and the Leases and manage the related equipment. The Titling Trust was created to take assignments and conveyances of, and to hold in trust, various lease contracts of vehicles, the related vehicles and certain related assets (collectively, the “Titling Trust Assets”). The Titling Trust was created and is governed by an Amended and Restated Trust Agreement", dated as of April 30, 2012 (the “Titling Trust Agreement”), among GE Title (in its capacity as settlor, the “Settlor”; or in its capacity as initial beneficiary, the “Initial Beneficiary”), and Wilmington Trust Company, as UTI trustee (in such capacity, the “UTI Trustee”), as administrative trustee (in such capacity, the “Administrative Trustee”), and as Delaware Trustee (in such capacity, the “Delaware Trustee”). The Series 2013-1 SUBI Certificate will be issued pursuant to a supplement to the Origination Trust Agreement, dated as of March 20, 2013 (the “SUBI Supplement”), between the Bank and _______________GE Title, as owner Settlor and Initial Beneficiary and Wilmington Trust Company, as Administrative Trustee, Delaware Trustee, UTI Trustee, and trustee with respect to the Series 2013-1 SUBI (in such capacity, the "Owner “SUBI Trustee"), each representing a fractional undivided ownership interest in the Trust, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Certificate Underwriting Agreement" ” and, together with this Agreementthe UTI Trustee, Delaware Trustee and Administrative Trustee, the "Underwriting Agreements"“Titling Trust Trustees”). Pursuant to the Management Services Agreement dated as of April 30, 2012 (the “Titling Trust Management Agreement”), among Titling Trust, GE Title, as manager and GECC, GE Title will perform certain managerial and administrative services on behalf of the Titling Trust. Pursuant to the Administration Agreement dated as of February 10, 2012 (the “Titling Trust Administration Agreement”), between GE Title Agent LLC, as collateral agent (the “Titling Trust Collateral Agent”) and GECC, as administrator (the “Titling Trust Administrator”), GECC will perform certain managerial and administrative services on behalf of the Titling Trust Collateral Agent. Pursuant to the Amended and Restated Collateral Agency Agreement dated as of April 30, 2012 (the “Collateral Agency Agreement”), among the Bank Titling Trust, the Titling Trust Collateral Agent and GECC, the underwriters named therein (Titling Trust Collateral Agent is appointed as collateral agent of the "Certificate Underwriters"). The Notes and assets of the Certificates are sometimes referred to collectively herein as the "Securities"Titling Trust. Capitalized terms used and herein but not otherwise defined herein shall have the meanings assigned to such terms set forth in the Sale and Servicing Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to timeIndenture. The Class A-1 Notes shall bear interest at 0.26000% per annum, the "Sale and Servicing Agreement")Class A-2 Notes shall bear interest at 0.50% per annum, between the Trust Class A-3 Notes shall bear interest at 0.69% per annum, the Class A-4 Notes shall bear interest at 0.90% per annum, the Class B Notes shall bear interest at 1.23% per annum and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Class C Notes from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom [______________] is acting as representative (the "Representative")shall bear interest at 1.54% per annum.

Introductory. Chase Manhattan Bank USA, National AssociationWorld Omni Auto Receivables LLC, a national banking association Delaware limited liability company (the "Bank"“Depositor”), proposes to form Chase Manhattan Auto Owner Trust 200_-_ and World Omni Financial Corp., a Florida corporation (“World Omni”), hereby confirm their respective agreements with W▇▇▇▇ Fargo Securities, LLC, M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated, MUFG Securities Americas Inc., SunTrust R▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc., and each of the other underwriters named in Schedule I hereto (collectively, the “Underwriters”) for whom you are acting as representatives (the "Trust") “Representatives”), with respect to sell the sale by the Depositor of $____________ 208,000,000 aggregate principal amount of Class A-1 ____1.75000% Asset Backed Notes Notes, Class A-1 (the "“Class A-1 Notes"”), $____________ 340,000,000 aggregate principal amount of Class A-2 ____2.19% Asset Backed Notes Notes, Class A-2 (the "“Class A-2 Notes"”), $____________ 340,000,000 aggregate principal amount of Class A-3 ____2.50% Asset Backed Notes Notes, Class A-3 (the "“Class A-3 Notes") and ”), $____________ 83,100,000 aggregate principal amount of Class A-4 ____2.73% Asset Backed Notes Notes, Class A-4 (the "“Class A-4 Notes" and”) and $30,580,000 aggregate principal amount of 2.89% Asset Backed Notes, together with Class B (the “Class B Notes”) of World Omni Auto Receivables Trust 2018-A (the “Trust”) under the terms and conditions herein contained. The Class A-1 Notes, the Class A-2 Notes and the Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes are collectively referred to herein as the "“Notes"”. The Notes will be issued pursuant to an indenture (the “Indenture”), to be dated as of the Closing Date (as defined below), between the Trust and U.S. Bank National Association, as indenture trustee (in such capacity, the “Indenture Trustee”). The Depositor will retain the asset backed certificates (the “Certificates”) issued pursuant to an amended and restated trust agreement, to be dated as of the Closing Date (the “Trust Agreement”), between the Depositor and W▇▇▇▇ Fargo Delaware Trust Company, N.A., 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 Trust will include, among other things, a pool of simple interest fixed rate retail installment sales sale contracts and purchase money notes and other notes (the "“Receivables"”) secured by new and used automobiles and light-duty trucks financed thereby (the "“Financed Vehicles") ”), and certain monies received thereunder on or after the close of business on December 19, 2017 (the “Cutoff Date (as hereinafter defined), such Receivables Date”) and monies on deposit in the Reserve Account and in certain other accounts and the other property and the proceeds thereof to be transferred conveyed to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on __________ __, 200_ (the "Cut-off Date") was equal to $____________. The Notes will be issued pursuant to the Indenture to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Indenture"), between the Trust and _______________, _____________, as indenture trustee (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Trust will issue $____________ aggregate principal amount of ____% Asset Backed Certificates (the "Certificates") pursuant to the Amended and Restated Trust Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and _______________, as owner trustee (the "Owner Trustee"), each representing a fractional undivided ownership interest in the Trust, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Certificate Underwriting Agreement" and, together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (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 assigned to such terms in the Sale and Servicing Agreement to be dated as of __________ __, 200_ the Closing Date (as amended and supplemented from time to time, the "“Sale and Servicing Agreement"”) among the Trust, the Depositor and World Omni, as Servicer (the “Servicer”). Pursuant to the Sale and Servicing Agreement, between the Depositor will sell the Receivables to the Trust and the BankServicer will service the Receivables on behalf of the Trust. In addition, pursuant to the Sale and Servicing Agreement, the Servicer will agree to perform certain administrative tasks on behalf of the Trust imposed on the Trust under the Indenture. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Sale and Servicing Agreement. The Receivables were 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. The Trust will provide for the review of certain of the Receivables for compliance with the representations and warranties made about the Receivables in certain circumstances under an Asset Representations Review Agreement to be dated as of the Closing Date (the “Asset Representations Review Agreement”) among the Trust, the Servicer and C▇▇▇▇▇▇ Fixed Income Services LLC, a Delaware limited liability company, 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 Schedule I hereto asset representations reviewer (the "Underwriters"), for whom [______________] is acting as representative (the "Representative"“Asset Representations Reviewer”).

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

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

Introductory. Chase Manhattan Bank USAJCP Receivables, National AssociationInc., a national banking association Delaware corporation (the "BankJCPR"), proposes to form Chase Manhattan Auto Owner Trust 200_-_ (the "Trust") to sell $____________ aggregate principal amount of Class A-1 ____% Asset Backed Notes (the "Class A-1 Notes"), $____________ aggregate principal amount of Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"). The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on __________ __, 200_ (the "Cut-off Date") was equal to $____________. The Notes will be issued pursuant to the Indenture to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Indenture"), between the Trust and _______________, _____________, as indenture trustee (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Trust will issue $____________ aggregate principal amount of ____% Class A Asset Backed Certificates Certificates, Series E (the "Certificates") issued by JCP Master Credit Card Trust (the "Trust"). The Certificates will be issued pursuant to a Master Pooling and Servicing Agreement among JCPR, ▇. ▇. Penney Company, Inc., as servicer ("JCPenney"), and The Fuji Bank and Trust Company, as trustee (the Amended and Restated Trust Agreement to be "Trustee"), dated as of September 5, 1988, as amended as of October 15, 1997, as supplemented by the Series E Supplement with respect to the Certificates (together, the "Pooling and Servicing Agreement") (references to the Pooling and Servicing Agreement herein may, as the context requires, include all supplements thereto, including the Series E Supplement). $______ aggregate principal amount of Class B Investor Interest, Series E (the "Class B Investor Interest") and $_______ __aggregate principal amount of Class C Investor Interest, 200_ Series E (the "Class C Investor Interest") will also be issued pursuant to the Pooling and Servicing Agreement. The Class B Investor Interest and the Class C Investor Interest are expected to be initially retained by JCPR. JCPR has entered into a Receivables Purchase Agreement with JCPenney, as seller of the Receivables, dated as of September 5, 1988, as amended and supplemented from time to timeas of October 15, 1997 (together with any supplements thereto, the "Trust Receivables Purchase Agreement"), between which provides for the Bank and _______________, sale of Receivables (as owner trustee (the "Owner Trustee"), each representing defined below) by JCPenney to JCPR. Each Certificate will represent a fractional undivided ownership interest specified percentage Undivided Interest in the Trust. To the extent not defined herein, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Certificate Underwriting Agreement" and, together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Certificate Underwriters"). The Notes and the Certificates are sometimes referred to collectively herein as the "Securities". Capitalized capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Sale and Servicing Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Sale Pooling and Servicing Agreement"). JCPR and JCPenney agree with Credit Suisse First Boston Corporation, between the Trust and the Bank, 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 Schedule I hereto (the "Underwriters"), for whom [______________] is acting as representative (the "Representative").) of the underwriters named in Schedule A hereto (the "Underwriters") as follows:

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

Introductory. Chase Manhattan Bank USA, National AssociationAmerican Honda Receivables LLC, a national banking association Delaware limited liability company (the "Bank"“Company”), proposes proposes, subject to form Chase Manhattan the terms and conditions stated herein, to cause the Honda Auto Receivables 2015-4 Owner Trust 200_-_ (the "“Trust"”) to sell $____________ 460,000,000 aggregate principal amount of Class A-1 ____0.82% Asset Backed Notes Notes, Class A-2 (the "“Class A-1 A-2 Notes"”), $____________ 340,000,000 aggregate principal amount of Class A-2 ____1.23% Asset Backed Notes Notes, Class A-3 (the "“Class A-2 A-3 Notes"), ”) and $____________ 100,000,000 aggregate principal amount of Class A-3 ____1.44% Asset Backed Notes Notes, Class A-4 (the "Class A-3 Notes") and $____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "“Class A-4 Notes" and, ” and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "“Underwritten Notes"”) to the several underwriters set forth on Schedule A (each, an “Underwriter”), for which Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and SMBC Nikko Securities America, Inc. are each acting as a representative (in such capacity, each a “Representative” and collectively, the “Representatives”), pursuant to the terms of this underwriting agreement dated October 14, 2015 by and among the Company, American Honda Finance Corporation (“AHFC”), Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and SMBC Nikko Securities America, Inc., acting on behalf of themselves and as Representatives for the several Underwriters (this “Agreement”). The assets Underwritten Notes are to be issued together with $292,000,000 aggregate principal amount of the Trust will include0.40000% Asset Backed Notes, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes Class A-1 (the "Receivables") secured by new “Class A-1 Notes” and used automobiles (together with the "Financed Vehicles") and certain monies received thereunder on or after Underwritten Notes, the Cutoff Date (as hereinafter defined“Notes”), such Receivables to . The Class A-1 Notes will be transferred to the Trust and serviced retained by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on __________ __, 200_ (the "Cut-off Date") was equal to $____________Company. The Notes will be issued pursuant to the Indenture to be Indenture, dated as of __________ __October 22, 200_ 2015 (as amended and supplemented from time to time, the "“Indenture"”), between the Trust and _______________, _____________, as indenture trustee The Bank of New York Mellon (the "“Indenture Trustee"”). Simultaneously Concurrently with the issuance of the Notes and sale of the Underwritten Notes as contemplated herein, the Trust will issue $____________ 30,568,788.34 aggregate principal amount of ____% Asset Backed Certificates certificates of beneficial interest (the "“Certificates") ”), each representing an interest in the Owner Trust Estate. The Company will retain the Certificates. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement to be Agreement, dated as of __________ __October 22, 200_ 2015 (as amended and supplemented from time to time, the "“Trust Agreement"”), between the Company and U.S. Bank and _______________Trust National Association, as owner trustee (in such capacity, the "“Owner Trustee"), each representing a fractional undivided ownership interest in the Trust, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Certificate Underwriting Agreement" and, together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Certificate Underwriters"”). The Notes and the Certificates are sometimes referred subordinated to collectively herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Sale and Servicing Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Notes from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom [______________] is acting as representative (the "Representative")Notes.

Introductory. Chase Manhattan Bank USA, National AssociationAssociation ("Chase USA"), a national banking association association, and The Chase Manhattan Bank (the "Chase"), a New York banking corporation (each, a "Bank", and together the "Banks"), proposes propose to form Chase Manhattan Auto RV Owner Trust 200_-_ 1997-A (the "Trust") to sell $44,895,285.54 aggregate principal amount of ____________ % Asset Backed Certificates (the "Certificates"), each representing a fractional undivided interest in the Trust. The assets of the Trust will include, among other things, a pool of retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used recreational vehicles (the "Financed Vehicles") and certain monies received or due thereunder on and after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by The CIT Group/Sales Financing, Inc. ("CITSF," and in its capacity as Servicer, the "Servicer"), or by a successor Servicer. The Pool Balance of the Receivables as of the close of business on September 1, 1997 (the "Cutoff Date") was equal to $897,395,285.54 (the "Cutoff Date Pool Balance"). The 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") and ), $____________ 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-4 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-3 A-10 Notes, the "Notes"). The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on __________ __, 200_ (the "Cut-off Date") was equal to $____________. The Notes will be issued pursuant to the Indenture to be dated as of __________ __September 1, 200_ 1997 (as amended and supplemented from time to time, the "Indenture"), between among the Trust Banks and _______________Norwest Bank Minnesota, _____________National Association, as indenture trustee (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Trust will issue $____________ aggregate principal amount of ____% Asset Backed Certificates (the "Certificates") pursuant to the Amended and Restated Trust Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and _______________, as owner trustee (the "Owner Trustee"), each representing a fractional undivided ownership interest in the Trust, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Certificate Note Underwriting Agreement" and, "; together with this Agreement, the "Underwriting Agreements") among the Bank Banks and the underwriters named therein (the "Certificate Note Underwriters"). The Notes and the Certificates are sometimes referred to collectively herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Sale and Servicing Agreement to be dated as of __________ __September 1, 200_ 1997 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between among the Trust Trust, the Banks, as Sellers, and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Notes Certificates from the Bank Banks by the several underwriters named in Schedule I hereto Chase Securities Inc. (the "Underwriters"), for whom [______________] is acting as representative (the "RepresentativeUnderwriter").

Introductory. Chase Manhattan Bank USA, National AssociationCredit Suisse First Boston Mortgage Securities Corp., a national banking association corporation organized and existing under the laws of the State of Delaware (the "BankDepositor"), proposes to form Chase Manhattan Auto Owner sell to the Underwriters (as defined below) eleven (11) classes of Mortgage Pass-Through Certificates, Series 2002-2. Such classes have been designated as the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-IO, Class M-1, Class M-2 and Class B Certificates (collectively, the "Offered Certificates"). Two classes of certificates (Class X and Class R) (together, the "Non-Offered Certificates") will also be issued but not offered for sale. Only the Offered Certificates are being purchased by the Underwriters. The Offered Certificates and the Non-Offered Certificates will represent the entire beneficial ownership interest in the ABFS Mortgage Loan Trust 200_-_ 2002-2 (the "Trust") to sell $____________ aggregate principal amount of Class A-1 ____% Asset Backed Notes (the "Class A-1 Notes"), $____________ aggregate principal amount of Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"). The assets of the Trust will include, among other things, consist primarily of a pool of simple interest retail installment sales contracts and purchase money notes and other notes certain home equity loans (the "ReceivablesMortgage Loans") secured conveyed to the Trust by new the Depositor pursuant to a Pooling and used automobiles Servicing Agreement, dated as of June 1, 2002 (the "Financed VehiclesPooling and Servicing Agreement"), among the Depositor, American Business Credit, Inc., as servicer ("ABC") and certain monies received thereunder on or after JPMorgan Chase Bank, as trustee (the Cutoff Date (as hereinafter defined"Trustee"), such Receivables with an aggregate principal balance expected to be approximately $380,000,000 as of June 27, 2002 (the "Closing Date"). The Mortgage Loans and other property conveyed by the Depositor to the Trust will first be transferred to the Trust and serviced Depositor by the BankABFS 2002-2, as Servicer, or by Inc. a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on __________ __, 200_ Delaware corporation (the "Cut-off DateSeller") was equal pursuant to $____________the Unaffiliated Seller's Agreement, dated as of June 1, 2002 (the "Unaffiliated Seller's Agreement"), among the Depositor, the Seller, ABC, American Business Mortgage Services Inc. ("ABMS") and HomeAmerican Credit Inc. d/b/a Upland Mortgage ("Upland" and, together with ABC and ABMS, the "Originators" and, together with the Seller, the "ABFS Entities"). The Notes Mortgage Loans and other property to be sold by the Seller to the Depositor will be purchased by the Seller from the Originators pursuant to the Unaffiliated Seller's Agreement. The Certificates are to be issued pursuant to the Indenture to be Pooling and Servicing Agreement, and are more fully described in the Prospectus Supplement, dated as of __________ __June 21, 200_ 2002 relating to the Offered Certificates (as amended and supplemented from time to timetogether with the Prospectus attached thereto, the "IndentureProspectus"), between which the Depositor has furnished to the Underwriters. The Depositor will elect to treat the Trust and _______________, _____________as one or more "real estate mortgage investment conduits" under the Internal Revenue Code of 1986, as indenture trustee (amended. The Depositor on the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Trust date hereof will issue $____________ aggregate principal amount of ____% Asset Backed Certificates (the "Certificates") pursuant to the Amended and Restated Trust Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and _______________, as owner trustee (the "Owner Trustee"), each representing a fractional undivided ownership interest in the Trust, which will be sold pursuant to enter into an underwriting agreement dated the date hereof (the "Certificate Underwriting Agreement" and, together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (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 assigned to such terms in the Sale and Servicing Agreement to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Notes from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom [______________] is acting with Credit Suisse First Boston Corporation as representative (the "Representative")) for itself and the several underwriters listed on Schedule I thereto (the "Underwriters") relating to the sale of the Offered Certificates. The Pooling and Servicing Agreement, the Unaffiliated Seller's Agreement, and the Underwriting Agreement shall be collectively defined herein as the "Basic Documents." Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Underwriting Agreement.