Common use of Xxxxxxxxxxxx Clause in Contracts

Xxxxxxxxxxxx. Xxxx Xxxxxxxbles II Inc., a Delaware corporation (the "Seller"), proposes to cause Case Equipment Receivables Trust 1999-A (the "Trust") to issue and sell $75,550,000 principal amount of Class A-1 4.950% Asset Backed Notes (the "A-1 Notes"), $294,000,000 principal amount of Class A-2 5.285% Asset Backed Notes (the "A-2 Notes"), $137,000,000 principal amount of Class A-3 5.600% Asset Backed Notes (the "A-3 Notes") and $221,950,000 principal amount of Class A-4 5.770% Asset Backed Notes (the "A-4 Notes"; together with the A-1 Notes, the A-2 Notes and the A-3 Notes, the "Class A Notes" or the "Underwritten Notes"), to the several Class A Note Underwriters named in Schedule I hereto (collectively, the "Underwriters"), for whom you are acting as representative (the "Representative"). The assets of the Trust include, among other things, a pool of retail installment sale contracts and full payout leases (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 Case Credit Corporation, a Delaware corporation ("Case Credit"). The Underwritten Notes will be issued pursuant to the Indenture to be dated as of March 1, 1999 (as amended and supplemented from time to time, the "Indenture"), between the Trust and Harris Trust and Savings Bank (the "Indenture Trustee"). Xxmultaneously with the issuance and sale of the Underwritten Notes as contemplated in this Agreement, the Trust will (i) issue $31,000,000 principal amount of 5.960% 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) issue 5.960% Asset Backed Certificates (the "Certificates"), in a combined amount of $15,500,000 to the Seller. The Underwritten Notes and the Class B Notes are sometimes referred to herein as the "Securities." Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of March 1, 1999 (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, 1999 (as amended and supplemented from time to time, the "Trust Agreement"), between the Seller and The Bank of New York, as trustee (the "Trustee").

Xxxxxxxxxxxx. Xxxx Xxxxxxxbles II Inc.XxxxxxxXxxxxxxx Xxxxxxial Services Americas LLC, a Delaware corporation Michigan limited liability company ("DCFS" or the "SellerDepositor"), proposes to cause Case Equipment Receivables DaimlerChrysler Auto Trust 19992006-A C (the "Trust") to issue and sell $75,550,000 560,000,000 principal amount of Class A-1 4.950its 5.25% Asset Backed Notes Notes, Class A-2 (the "A-1 Notes"), $294,000,000 principal amount of Class A-2 5.285% Asset Backed Notes (the "A-2 Notes"), $137,000,000 503,000,000 principal amount of Class A-3 5.600its 5.02% Asset Backed Notes Notes, Class A-3 (the "Class A-3 Notes") and ), $221,950,000 399,100,000 principal amount of Class A-4 5.770its 4.98% 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 "Class A Notes" or "), and $60,800,000 principal amount of its 5.11% Asset Backed Notes, Class B (the "Underwritten Class B Notes" and, together with the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the "Offered 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" or "you"). The Trust also will issue $504,000,000 principal amount of its 5.33399% Asset Backed Notes, Class A-1 (the "Class A-1 Notes" and, together with the Offered Notes, the "Notes"), which Class A-1 Notes will be purchased by the Depositor on the Closing Date (as defined below). The assets of the Trust will include, among other things, a pool of motor vehicle retail installment sale contracts and full payout leases (the "Receivables") secured by new or used agricultural, construction, or other equipment and the related security interests in the equipment financed therebycollateral. The Receivables were will be sold to the Trust by the SellerDepositor. The Receivables are will be serviced for the Trust by Case Credit CorporationDCFS (in such capacity, a Delaware corporation (the "Case CreditServicer"). The Underwritten Notes will be issued pursuant to the an Indenture to be dated as of March October 1, 1999 2006 (as amended and supplemented from time to time, the "Indenture"), between the Trust and Harris Deutsche Bank Trust and Savings Bank Company Americas, as indenture trustee (the "Indenture Trustee"). Xxmultaneously Simultaneously with the issuance and sale of the Underwritten Notes as contemplated in this Agreementherein, the Trust will (i) issue $31,000,000 principal amount of 5.960% Class B Asset Backed Notes DaimlerChrysler Retail Receivables LLC, a Michigan limited liability company (the "Class B NotesCompany") which will be sold acquire the beneficial interest in the Trust, pursuant to an underwriting agreement the Amended and Restated Trust Agreement to be dated as of October 1, 2006 (as amended and supplemented from time to time, the date hereof "Trust Agreement"), among the Depositor, the Company, and Chase Bank USA, National Association, as owner trustee (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) issue 5.960% Asset Backed Certificates (the "CertificatesOwner Trustee"), in a combined amount of $15,500,000 . Such beneficial interest will be entitled to the Seller. The Underwritten residual cash flow on the Receivables that is not required to be applied to payments on the Notes and may be in the Class B Notes are sometimes referred to herein as form of certificates issued by the "Securities." Trust. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them assigned thereto in the Sale and Servicing Agreement to be dated as of March October 1, 1999 2006 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among between the Trust, the Seller Trust and Case CreditDCFS, as servicerDepositor and Servicer, or, if not defined therein, in the Indenture or the Trust Agreement Agreement. At or prior to be dated as the time when sales to purchasers of March 1the Offered Notes were first made by the Underwriters, 1999 which was approximately 2:39 p.m. on September 26, 2006 (as amended and supplemented from time to timethe "Time of Sale"), the Depositor had prepared the following information (collectively, the "Trust AgreementTime of Sale Information"): the Preliminary Prospectus Supplement dated September 25, 2006 to the Prospectus (as defined below) (together, with information referred to under the caption "Static Pool Data" therein regardless of whether it is deemed a part of the Registration Statement (as defined below) or Prospectus, the "Preliminary Prospectus"). If, between at or subsequent to the Seller Time of Sale and The Bank prior to the Closing Date (as defined below), such information included an untrue statement of New Yorkmaterial 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 Offered Notes may terminate their old "Contracts of Sale" (within the meaning of Rule 159 under the Securities Act of 1933, as trustee amended (the "TrusteeSecurities Act")) for any Offered Notes and the Underwriters enter into new Contracts of Sale with investors in the Offered 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 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.

Xxxxxxxxxxxx. Xxxx Xxxxxxxbles II Inc.Xxx Xxxxxxxx Xxxxxxables LLC, a Delaware corporation limited liability company, (the "SellerDepositor"), proposes to cause Case Equipment Receivables KeyCorp Student Loan Trust 19992001-A (the "Trust") to issue and sell $75,550,000 98,000,000 principal amount of its Floating Rate Class I-A-1 4.950% Asset Backed Notes (the "Class I-A-1 Notes"), $294,000,000 241,500,000, principal amount of its Floating Rate Class I-A-2 5.285% Asset Backed Notes (the "Class I-A-2 Notes"), $137,000,000 10,500,000, principal amount of its Floating Rate Class A-3 5.600% Asset Backed I-B (the "Class I-B Notes"), $67,800,000, principal amount of its Floating Rate Class II-A-1 (the "Class II-A-1 Notes"), and $382,200,000, principal amount of its Floating Rate Class II-A-2 Notes (the "A-3 Class II-A-2 Notes") " and $221,950,000 principal amount of Class A-4 5.770% Asset Backed Notes (the "A-4 Notes"; together with the Class I-A-1 Notes, the Class I-A-2 Notes, the Class I-B Notes and the A-3 Class II-A-1 Notes, the "Class A Notes" or the "Underwritten Notes"), ) to the several Class A Note Underwriters underwriters named in Schedule I hereto (collectively, the "Underwriters"), for whom you are acting as representative (the "Representative") are acting as representative. The Trust was formed pursuant to the Trust Agreement, dated as of August 20, 2001, as amended and restated by the Amended and Restated Trust Agreement, dated as of September 1, 2001 (as further amended and supplemented from time to time, collectively, the "Trust Agreement") among the Depositor, Bank One, National Association, as Eligible Lender Trustee (the "Eligible Lender Trustee") and Bank One Delaware, Inc., as Delaware trustee (the "Delaware Trustee"). The assets of the Trust includeinclude certain graduate and undergraduate student loans (collectively, among other thingsthe "Initial Financed Student Loans"). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about September 14, a pool of retail installment sale contracts and full payout leases 2001 (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 Case Credit Corporation, a Delaware corporation ("Case CreditClosing Date"). The Underwritten Notes Initial Financed Student Loans will be issued divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the "Department") (collectively, the "Financed Federal Loans"). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively "Non-Guaranteed Private Loans,") and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, "Guaranteed Private Loans" and together with the Non-Guaranteed Private Loans, the "Financed Private Loans"). All Financed Student Loans that are part of the first group described above are referred to as the "Group I Student Loans" and all Financed Student Loans that are part of the second group described above are referred to as the "Group II Student Loans." The Depositor will purchase all of the Group II Student Loans and a portion of the Group I Student Loans from Key Bank USA, National Association, a national banking association ("KBUSA," and in such capacity, a "Seller"), pursuant to the Indenture to be KBUSA Student Loan Transfer Agreement, dated as of March September 1, 1999 2001 (the "KBUSA Student Loan Transfer Agreement") between KBUSA, the Depositor and Bank One, National Association, as amended eligible lender trustee on behalf of the Depositor (the "Depositor Eligible Lender Trustee") and supplemented will purchase a majority of the Group I Student Loans from time to timeKey Consumer QSPE LLC ("QSPE" and also a "Seller," and collectively with KBUSA, the "IndentureSellers"), between ) pursuant to the Trust and Harris Trust and Savings Bank QSPE Student Loan Transfer Agreement (the "Indenture Trustee"). Xxmultaneously QSPE Student Loan Transfer Agreement," and together with the issuance and sale of the Underwritten Notes as contemplated in this Agreement, the Trust will (i) issue $31,000,000 principal amount of 5.960% 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 KBUSA Student Loan Transfer Agreement, the "Underwriting Student Loan Transfer Agreements") among the Seller, Case Credit and you, as representative of the several underwriters named in Schedule I thereto, and (ii) issue 5.960% Asset Backed Certificates (the "Certificates"), in a combined amount of $15,500,000 to the Seller. The Underwritten Notes and the Class B Notes are sometimes referred to herein as the "Securities." Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of March September 1, 1999 (as amended and supplemented from time to time2001 between Key Consumer QSPE LLC, the "Sale Depositor and Servicing Agreement"), among the Trust, Depositor Eligible Lender Trustee. The Group I Notes will be entitled to receive payments of interest and principal primarily from the Seller cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and Case Credit, as servicer, or, if not defined therein, in principal from the Indenture or cashflow on the Trust Agreement to be dated as of March 1, 1999 (as amended and supplemented from time to time, the "Trust Agreement"), between the Seller and The Bank of New York, as trustee (the "Trustee")Group II Student Loans.

Xxxxxxxxxxxx. Xxxx Xxxxxxxbles II Inc., a Delaware corporation XXX FS Securities LLC (the "SellerDepositor"), ) proposes to cause Case Equipment Receivables BMW Vehicle Owner Trust 19992002-A (the "Trust") to issue and sell $75,550,000 311,000,000 principal amount of its 1.91% Class A-1 4.950% Asset Backed Notes (the "Class A-1 Notes"), $294,000,000 358,426,000 principal amount of its 2.83% Class A-2 5.285% Asset Backed Notes (the "Class A-2 Notes"), $137,000,000 446,779,000 principal amount of its 3.80% Class A-3 5.600% Asset Backed Notes (the "Class A-3 Notes") and ), $221,950,000 251,253,000 principal amount of its 4.46% Class A-4 5.770% 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 ") and $27,907,000 principal amount of its 4.85% Class B Notes (the "Underwritten Class B Notes" and together with the Class A Notes, the "Notes"), ) to the several Class A Note Underwriters named in underwriters set forth on Schedule I hereto (collectivelyeach, the an "UnderwritersUnderwriter"), for whom you are acting as representative (the "Representative"). The assets of the Trust include, among other things, a pool of retail installment sale contracts and full payout leases (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 Case Credit Corporation, a Delaware corporation ("Case Credit"). The Underwritten Notes will be issued pursuant to the Indenture an Indenture, to be dated as of March May 1, 1999 2002 (as amended and supplemented from time to time, the "Indenture"), between the Trust and Harris Trust and Savings Bank JPMorgan Chase Bank, as indenture trustee (in such capacity, the "Indenture Trustee"). Xxmultaneously with the issuance and sale The assets of the Underwritten Notes as contemplated in this Agreement, the Trust will (i) issue $31,000,000 principal amount include, among other things, a pool of 5.960% Class B Asset Backed Notes motor vehicle retail installment sale contracts transferred to the Trust on the Closing Date (the "Class B NotesReceivables") which will be sold pursuant to an underwriting agreement dated as of the date hereof secured by new and used automobiles, motorcycles, light-duty trucks and sport utility vehicles financed thereby (the "Class B Note Underwriting Agreement"; together with this Agreement, the "Underwriting AgreementsVehicles") among and certain monies received thereunder after the Sellerclose of business on April 30, Case Credit and you, as representative of the several underwriters named in Schedule I thereto, and (ii) issue 5.960% Asset Backed Certificates 2002 (the "CertificatesCutoff Date"), in a combined amount of $15,500,000 ) and other property and proceeds thereof to be conveyed to the Seller. The Underwritten Notes and the Class B Notes are sometimes referred Trust pursuant 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 May 1, 1999 2002 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), ) among the Trust, the Seller and Case CreditBMW Financial Services NA, LLC ("BMW Financial Services"), as servicer, or(in such capacity, if not defined thereinthe "Servicer") seller, in administrator and custodian , the Depositor and the Indenture or Trustee. Pursuant to the Sale and Servicing Agreement, the Depositor will sell the Receivables to the Trust and the Servicer will service the Receivables on behalf of the Trust. In addition, pursuant to the Owner Trust Administration Agreement to be dated as of March May 1, 1999 2002 (the "Owner Trust Administration Agreement") among the Trust, BMW Financial Services and the Indenture Trustee, BMW Financial Services will agree to perform certain administrative tasks on behalf of the Trust. The Depositor will form the Trust pursuant to a Trust Agreement (as amended and supplemented from time to time, the "Trust Agreement")) dated April 19, 2002 as amended and restated as of May 1, 2002 between the Seller Depositor and The Bank of New YorkWilmington Trust Company, as owner trustee (the "Owner Trustee"). The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Trust Agreement. The Depositor will acquire the Receivables from BMW Financial Services pursuant to the terms of the Receivables Purchase Agreement (the "Receivables Purchase Agreement") dated as of May 1, 2002 between the Depositor and BMW Financial Services. BMW Financial Services will acquire the Receivables from BMW FS Funding Corp. ("BFFC") pursuant to the terms of a Bill of Sale (the "Bill of Sale") dated as of May 1, 2002 between BFFX xxd BMW Financial Xxxvices. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Sale and Servicing Agreement. As used herein, the term "Transaction Documents" refers to the Sale and Servicing Agreement, Indenture, Trust Agreement, Bill of Sale, Receivables Purchase Agreement, Owner Trust Administratxxx Agreement and Note Depository Agreement.

Xxxxxxxxxxxx. Xxxx Xxxxxxxbles Xxxxxxxxxxx II Inc., a Delaware corporation (the "Seller"), proposes to cause Case Equipment Receivables Trust 1999-A (the "Trust") to issue and sell $75,550,000 31,000,000 principal amount of Class A-1 4.950B 5.960% Asset Backed Notes (the "A-1 Notes"), $294,000,000 principal amount of Class A-2 5.285% Asset Backed Notes (the "A-2 Notes"), $137,000,000 principal amount of Class A-3 5.600% Asset Backed Notes (the "A-3 Notes") and $221,950,000 principal amount of Class A-4 5.770% Asset Backed Notes (the "A-4 Notes"; together with the A-1 Notes, the A-2 Notes and the A-3 Notes, the "Class A B Notes" or the "Underwritten Notes"), to the several Class A B Note Underwriters named in Schedule I hereto (collectively, the "Underwriters"), for whom you are acting as representative (the "Representative"). The assets of the Trust include, among other things, a pool of retail installment sale contracts and full payout leases (the "Receivables") secured by new or used agricultural, construction, 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 Case Credit Corporation, a Delaware corporation ("Case Credit"). The Underwritten Notes will be issued pursuant to the Indenture to be dated as of March 1, 1999 (as amended and supplemented from time to time, the "Indenture"), between the Trust and Harris Trust and Savings Bank (the "Indenture Trustee"). Xxmultaneously Sxxxxxxneously with the issuance and sale of the Underwritten Notes as contemplated in this Agreement, the Trust will (i) issue $31,000,000 75,550,000 principal amount of 5.960Class A-1 4.950% Class B Asset Backed Notes (the "Class B A-1 Notes") ), $294,000,000 principal amount of Class A-2 5.285% Asset Backed Notes (the "A-2 Notes"), $137,000,000 principal amount of Class A-3 5.600% Asset Backed Notes (the "A-3 Notes")and $221,950,000 principal amount of Class A-4 5.770% Asset Backed Notes (the "A-4 Notes"; together with the A-1 Notes, the A-2 Notes and the A-3 Notes, the "Class A Notes"), which will be sold pursuant to an underwriting agreement dated as of the date hereof (the "Class B A 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) issue 5.960% Asset Backed Certificates (the "Certificates"), ) in a combined amount of $15,500,000 to the Seller. The Underwritten Notes and the Class B A Notes are sometimes referred to herein as the "Securities." Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of March 1, 1999 (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, 1999 (as 1999(as amended and supplemented from time to time, the "Trust Agreement"), between the Seller and The Bank of New York, as trustee (the "Trustee").

Xxxxxxxxxxxx. Xxxx Xxxxxxxbles II Inc.Xxxxxxxxxxx Xxxxxxial Funding Corporation, a Delaware Nevada corporation (the "Seller"), proposes to cause Case Equipment Receivables Caterpillar Financial Asset Trust 19992004-A (the "Trust") to issue and sell $75,550,000 18,161,000, aggregate principal amount of 3.71% Class A-1 4.950% B Asset Backed Notes (the "A-1 Notes"), $294,000,000 principal amount of Class A-2 5.285% Asset Backed Notes (the "A-2 Notes"), $137,000,000 principal amount of Class A-3 5.600% Asset Backed Notes (the "A-3 B Notes") and $221,950,000 principal amount of to sell the Class A-4 5.770% Asset Backed B Notes to J. P. Morgan Securities Inc. (the "A-4 Notes"; together with the A-1 Notes, the A-2 Notes and the A-3 Notes, the "Class A Notes" or the "Underwritten Notes"), to the several Class A Note Underwriters named in Schedule I hereto (collectively, the "Underwriters"), for whom you are acting as representative (the "RepresentativeUnderwriter"). The assets of the Trust xxx Xxxxx xill include, among other things, a pool of fixed-rate retail installment sale contracts and full payout finance leases (the "Receivables") secured by new or and used agriculturalmachinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), constructionincluding rights to receive certain payments with respect to such Receivables, or other equipment and the related security interests in the equipment machinery financed therebyby the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables were will be sold to the Trust by the Seller. The Receivables are will be serviced for the Trust by Case Credit Caterpillar Financial Services Corporation, a Delaware corporation (the "Case CreditServicer" or "CFSC"). The Underwritten Notes will be issued pursuant to the Indenture to be dated as of March May 1, 1999 2004 (as amended and supplemented from time to time, the "Indenture"), between the Trust and Harris Trust and Savings U.S. Bank National Association, a national banking association (the "Indenture Trustee"). Xxmultaneously Simultaneously with the issuance and sale of the Underwritten Class B Notes as contemplated in this Agreementherein, the Trust will (i) issue $31,000,000 183,400,000 aggregate principal amount of 5.960Class A-1 1.37040% Class B Asset Backed Notes (the "Class B A-1 Notes"), $164,000,000 aggregate principal amount of Class A-2 2.18% Asset Backed Notes (the "Class A-2 Notes") which and $283,300,000 aggregate principal amount of Class A-3 3.13% 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 $9,881,297 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 dated as of the date hereof (the "Class B A Note Underwriting Agreement"; ," together with this Agreement, the "Underwriting Agreements") among the Seller, Case Credit CFSC and you, as representative of the several underwriters named in Schedule I thereto, and (ii) issue 5.960% Asset Backed Certificates (the "Certificates"), in a combined amount of $15,500,000 to the Seller. The Underwritten Notes and the Class B Notes are sometimes referred to herein as the "Securities." Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of March May 1, 1999 2004 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Trust, the Seller and Case Credit, as servicer, the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of March May 1, 1999 2004 (as amended and supplemented from time to time, the "Trust Agreement"), between the Seller and The Chase Manhattan Bank of New YorkUSA, National Association, a national banking association as owner trustee under the Trust Agreement (the "Owner Trustee").

Xxxxxxxxxxxx. Xxxx Xxxxxxxbles II XXX Xxpital Receivables Inc., a Delaware corporation (the "Seller"), proposes to cause Case CNH Equipment Receivables Trust 19992001-A (the "Trust") to issue and sell $75,550,000 135,750,000 principal amount of 4.035% Class A-1 4.950% Asset Backed Notes (the "A-1 Notes"), $294,000,000 273,000,000 principal amount of Floating Rate Class A-2 5.285% Asset Backed Notes (the "A-2 Notes"), $137,000,000 170,000,000 principal amount of Floating Rate Class A-3 5.600% Asset Backed Notes (the "Underwritten A-3 Notes") and ), $221,950,000 161,900,000 principal amount of 5.38% Class A-4 5.770% Asset Backed Notes (the "Underwritten A-4 Notes"; " and, together with the A-1 Notes, the A-2 Notes and the Underwritten A-3 Notes, the "Class Underwritten A Notes" or ") and $38,250,000 principal amount of 5.73% Class B Asset Backed Notes (the "B Notes"; together with the Underwritten A Notes, the "Underwritten Notes"), to the several Class A Note Underwriters underwriters named in Schedule I hereto (collectively, the "Underwriters"), for whom you are acting as representative (the "Representative"). Concurrently with the issuance and sale of the Underwritten Notes as contemplated herein, the Trust will issue (i) an additional $42,000,000 aggregate principal amount of Floating Rate Class A-3 Asset Backed Notes (the "Direct Purchase A-3 Notes" and, together with the Underwritten A-3 Notes, the "A-3 Notes") and (ii) an additional $58,850,000 aggregate principal amount of 5.38% Class A-4 Asset Backed Notes (the "Direct Purchase A-4 Notes" and, together with the Underwritten A-4 Notes, the "A-4 Notes"). Merrill Lynch, Pierce, Fenner & Smith Incorporated will act as xxxxxxent agent (the "Xxxxx") fxx xxe Direct Purchase A-3 Notes and the Direct Purchase A-4 Notes (collectively, the "Direct Purchase Notes" xxx, xxxxxxxr with the Underwritten Notes, the "Notes"). Merrill Lynch Bank USA Co. ("MLBUSA") will purchase the Direct Xxxxxxsx X-0 Notes and the Direct Purchase A-4 Notes pursuant to a Note Purchase Agreement, dated May 9, 2001 (the "Note Purchase Agreement"), among the Seller, Case Credit and MLBUSA. The assets of the Trust include, among other things, a pool of retail installment sale contracts and full payout leases (the "Receivables") secured by new or used agricultural, construction, 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 Case Credit Corporation, a Delaware corporation ("Case Credit"). Case Credit has appointed New Holland Credit Company, LLC, a Delaware limited liability company ("New Holland"), to act as subservicer of Receivables that were originated by New Holland (the "NH Receivables"). The Underwritten Notes will be issued pursuant to the Indenture to be dated as of March May 1, 1999 2001 (as amended and supplemented from time to time, the "Indenture"), between the Trust and Harris Trust and Savings Bank One, National Association (the "Indenture Trustee"). Xxmultaneously Simultaneously with the issuance and sale of the Underwritten Notes as contemplated in this Agreement, the Trust will (i) issue $31,000,000 principal amount of 5.960% 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) issue 5.960% Asset Backed Certificates (the "Certificates"), in a combined an amount of $15,500,000 20,250,000 to the Seller. The Underwritten Notes and the Class B Notes 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 May 1, 1999 2001 (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 May 1, 1999 2001 (as amended and supplemented from time to time, the "Trust Agreement"), between the Seller and The Bank of New York, as trustee (the "Trustee").

Xxxxxxxxxxxx. Xxxx Xxxxxxxbles II Inc.XXX Xxxxivables Corp. and Franklin Receivables LLC (together, the "Registrants") have previously filed a Delaware corporation registration statement with the Securities and Exchange Commission relating to the issuance and sale from time to time of up to $________ of asset backed notes and/or asset backed certificates. FCC Receivables Corp. (the "Seller"), ) proposes to cause Case Equipment Receivables Trust 1999FRANKLIN AUTO TRUST 1998-A 1 (the "Trust") to issue and sell to Goldman, Sachs & Co. (the "Underwriter") $75,550,000 _______ principal amount of Class ox xxx _____% Xlass A-1 4.950% Asset Backed Notes (the "Class A-1 Notes"), $294,000,000 _______ principal amount of its ___% Class A-2 5.285% Asset Backed Notes (the "Class A-2 Notes"), $137,000,000 ______ principal amount of its ___% Class A-3 5.600% Asset Backed Notes (the "Class A-3 Notes") and ), $221,950,000 ________ principal amount of its ____% Class A-4 5.770% Asset Backed Notes (the "Class A-4 Notes"; ) and $_______ principal amount of its ___% Class A-5 Asset Backed Notes (the "Class A-5 Notes" and together with the Class A-1 Notes, the Class A-2 Notes, Class A-3 Notes and the A-3 Class A-4 Notes, the "Class A Notes" or the "Underwritten Notes"), to . The Trust will also issue Asset Backed Certificates (the several Class A Note Underwriters named in Schedule I hereto (collectively"Certificates" and together with the Notes, the "UnderwritersSecurities") which will be retained by the Seller. The assets of the Trust will include, among other things, a pool of motor vehicle retail installment sale contracts (the "Receivables") secured by new and used automobiles and light trucks financed thereby (the "Financed Vehicles"), for whom you are acting and certain monies received thereunder on or after August 1, 1998 (the "Cutoff Date"), and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Sale and Servicing Agreement to be dated as of August 1, 1998 (the "Sale and Servicing Agreement") among Franklin Auto Trust 1998-1 (the "Trust"), the Seller and Franklin Capital Corporation ("Franklin Capital"), as servicer (the "Servicer") and as representative (the "Representative"). The assets Pursuant to the Sale and Servicing Agreement, the Seller will sell the Receivables to the Trust and the Servicer will service the Receivables on behalf of the Trust. In addition, pursuant to the Sale and Servicing Agreement, the Servicer will agree to perform certain administrative tasks on behalf of the Trust include, among other things, a pool of retail installment sale contracts and full payout leases (imposed on the "Receivables") secured by new or used agricultural, construction, or other equipment and Trust under the related security interests in the equipment financed therebyIndenture. The Receivables were sold to the Trust by the Seller. The Receivables are serviced for the Trust by Case Credit Corporation, a Delaware corporation ("Case Credit"). The Underwritten Notes will be issued pursuant to the Indenture to be dated as of March August 1, 1999 1998 (as amended and supplemented from time to time, the "Indenture"), between the Trust and Harris Trust and Savings Bank ________________ (the "Indenture Trustee"). Xxmultaneously with The Representative will cause the issuance and sale of the Underwritten Notes as contemplated in this Agreement, Seller to form the Trust will (i) issue $31,000,000 principal amount of 5.960% Class B Asset Backed Notes pursuant to a Trust Agreement (the "Class B NotesTrust Agreement") which will to be sold pursuant to an underwriting agreement dated as of August 1, 1998 between the date hereof Seller and _____________, as owner trustee (the "Class B Note Underwriting Owner Trustee"). The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Trust Agreement"; together with this Agreement, . The Receivables were originated or acquired by the "Underwriting Agreements") among Representative. The Representative will sell the Seller, Case Credit and you, as representative Receivables owned by it to the Seller pursuant to the terms of the several underwriters named in Schedule I thereto, and (ii) issue 5.960% Asset Backed Certificates Loan Purchase Agreement (the "CertificatesLoan Purchase Agreement")) dated as of August 1, in a combined amount of $15,500,000 to 1998 between the Seller. The Underwritten Notes Seller and the Class B Notes are sometimes referred to herein as the "Securities." Representative. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to given them in the Sale and Servicing Agreement to be dated as of March 1, 1999 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Trust, the Seller and Case Credit, as servicer, preliminary prospectus or, if not defined therein, as defined in the Indenture or the Trust Agreement to be dated as of March 1, 1999 (as amended Sale and supplemented from time to timeServicing Agreement. As used herein, the term "Basic Documents" refers to the Sale and Servicing Agreement, Indenture, Trust Agreement, Spread Account Agreement, Guarantee Agreement, Loan Purchase Agreement, the letter agreement in the form of Exhibit A hereto (the "Letter Agreement"), between the Seller Insurance and The Bank of New YorkIndemnity Agreement, as trustee (the "Trustee")Indemnification Agreement and Note Depository Agreement.

Xxxxxxxxxxxx. Xxxx Xxxxxxxbles Receivables II Inc., a Delaware corporation (the "Seller"), proposes to cause Case Equipment Receivables Trust 19991998-A C (the "Trust") to issue and sell $75,550,000 34,125,000 principal amount of Class A-1 4.950B 6.20% Asset Backed Notes (the "A-1 Notes"), $294,000,000 principal amount of Class A-2 5.285% Asset Backed Notes (the "A-2 Notes"), $137,000,000 principal amount of Class A-3 5.600% Asset Backed Notes (the "A-3 Notes") and $221,950,000 principal amount of Class A-4 5.770% Asset Backed Notes (the "A-4 Notes"; together with the A-1 Notes, the A-2 Notes and the A-3 Notes, the "Class A B Notes" or the "Underwritten Notes"), to the several Class A B Note Underwriters named in Schedule I hereto (collectively, the "Underwriters"), for whom you are acting as representative (the "Representative"). The assets of the Trust include, among other things, a pool of retail installment sale contracts and full payout low payment leases (the "Receivables") secured by new or used agricultural, construction, agricultural or other construction equipment and the related security interests in the equipment financed thereby. The Receivables were sold to the Trust by the Seller. The Receivables are serviced for the Trust by Case Credit Corporation, a Delaware corporation ("Case Credit"). The Underwritten Notes will be issued pursuant to the Indenture to be dated as of March November 1, 1999 1998 (as amended and supplemented from time to time, the "Indenture"), between the Trust and Harris Trust and Savings Bank (the "Indenture Trustee"). Xxmultaneously Simultaneously with the issuance and sale of the Underwritten Notes as contemplated in this Agreement, the Trust will (i) issue $31,000,000 86,400,000 principal amount of 5.960Class A-1 5.42% Class B Asset Backed Notes (the "Class B A-1 Notes") ), $250,000,000 principal amount of Class A-2 5.49% Asset Backed Notes (the "A-2 Notes"), $110,000,000 principal amount of Class A-3 5.52% Asset Backed Notes (the "A-3 Notes")and $148,350,000 principal amount of Class A-4 5.61% Asset Backed Notes (the "A-4 Notes"; together with the A-1 Notes, the A-2 Notes and the A-3 Notes, the "Class A Notes"), which will be sold pursuant to an underwriting agreement dated as of the date hereof (the "Class B A 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) incur a deferred purchase price obligation and issue 5.9606.20% Asset Backed Certificates (the "Certificates"), ) in a combined amount of $15,500,000 21,125,000 to the Seller. The Underwritten Notes and the Class B A Notes are sometimes referred to herein as the "Securities." ". Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of March November 1, 1999 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 March November 1, 1999 1998 (as amended and supplemented from time to time, the "Trust Agreement"), between the Seller and The Bank of New York, as trustee (the "Trustee").

Xxxxxxxxxxxx. Xxxx Xxxxxxxbles Xxxxxxxxxes II Inc., a Delaware corporation (the "Seller"), proposes to cause Case Equipment Receivables Loan Trust 19991997-A B (the "Trust") to issue and sell $75,550,000 34,719,000 principal amount of Class A-1 4.950C 6.410% Asset Backed Notes (the "A-1 Notes"), $294,000,000 principal amount of Class A-2 5.285% Asset Backed Notes (the "A-2 Notes"), $137,000,000 principal amount of Class A-3 5.600% Asset Backed Notes (the "A-3 Notes") and $221,950,000 principal amount of Class A-4 5.770% Asset Backed Notes (the "A-4 Notes"; together with the A-1 Notes, the A-2 Notes and the A-3 Notes, the "Class A C Notes" or the "Underwritten Notes"), to the several Class A C Note Underwriters named in Schedule I hereto (collectively, the "Underwriters"), for whom you are acting as representative (the "Representative"). The assets of the Trust include, among other things, a pool of retail installment sale contracts and full payout leases (the "Receivables") secured by new or used agricultural, construction, agricultural or other construction equipment and the related security interests in the equipment financed thereby. The Receivables were sold to the Trust by the Seller. The Receivables are serviced for the Trust by Case Credit Corporation, a Delaware corporation ("Case Credit"). The Underwritten Notes will be issued pursuant to the Indenture to be dated as of March September 1, 1999 1997 (as amended and supplemented from time to time, the "Indenture"), between the Trust and Harris Trust and Savings Bank (the "Indenture Trustee"). Xxmultaneously Xxxxxtaneously with the issuance and sale of the Underwritten Notes as contemplated in this Agreement, the Trust will issue (i) issue $31,000,000 90,000,000 principal amount of 5.960Class A-1 5.612% Class B Asset Backed Notes (the "Class B A-1 Notes") ), $204,500,000 principal amount of Class A-2 5.914% Asset Backed Notes (the "A-2 Notes"), $237,000,000 principal amount of Class A-3 6.240% Asset Backed Notes (the "A-3 Notes")and $188,591,000 principal amount of Class A-4 6.410% Asset Backed Notes (the "A-4 Notes"; together with the A-1 Notes, the A-2 Notes and the A-3 Notes, the "Class A Notes"), which will be sold pursuant to an underwriting agreement dated as of the date hereof (the "Class B A 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) issue 5.960$97,960,250.83 principal amount of Floating Rate Class B Asset Backed Notes (the "Class B Notes"), which will be sold in a private placement pursuant to a Note Purchase Agreement dated as of the date hereof (the "Class B Note Purchase Agreement"), among the Trust, Case Credit, as Servicer, and the Purchasers and the Agent described therein, and (iii) $15,190,000 principal amount of 6.410% Asset Backed Certificates (the "Certificates"), each representing a fractional undivided interest in a combined amount of $15,500,000 to the Trust, which will be retained by the Seller. The Underwritten Notes and the Class B A Notes are sometimes referred to herein as the "Securities." ". Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of March September 1, 1999 1997 (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 September 1, 1999 1997 (as amended and supplemented from time to time, the "Trust Agreement"), between the Seller and The Bank of New York, as trustee (the "Trustee").

Xxxxxxxxxxxx. Xxxx Xxxxxxxbles II Inc., a Delaware corporation XXXX Auto Receivables Trust (the "Seller"), proposes 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, N.A. (formerly known as Chase Manhattan Bank Delaware), as trustee (the "MART Trustee"), proposes, subject to the terms and conditions stated herein, to cause Case Equipment Receivables MMCA Auto Owner Trust 19992000-A 2 (the "Trust") to issue and sell to the several underwriters named in Schedule A hereto (the "Underwriters"), acting severally and not jointly, for whom Salomon Smith Barney Inc. ("Salomon") xx xxxxxx xs xxxxxsentative (the "Representative"), $75,550,000 125,000,000 aggregate principal amount of 6.72813% Class A-1 4.950% Asset Backed Notes (the "Class A-1 Notes"), $294,000,000 300,000,000 aggregate principal amount of 6.72% Class A-2 5.285% Asset Backed Notes (the "Class A-2 Notes"), $137,000,000 260,000,000 aggregate principal amount of 6.78% Class A-3 5.600% Asset Backed Notes (the "Class A-3 Notes") and $221,950,000 174,467,000 aggregate principal amount of 6.86% Class A-4 5.770% 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 include, among other things, a pool of retail installment sale contracts and full payout leases (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 Case Credit Corporation, a Delaware corporation ("Case Credit"). The Underwritten Notes will be issued pursuant to the Indenture to be dated as of March 1, 1999 (as amended and supplemented from time to time, the "Indenture"), between the Trust and Harris Trust and Savings Bank (the "Indenture Trustee"). Xxmultaneously Concurrently with the issuance and sale of the Underwritten Class A Notes as contemplated in this Agreementherein, the Trust will (i) issue $31,000,000 65,339,000 aggregate principal amount of 5.9607.42% Class B Asset Backed Notes (the "Class B Notes" and, together with the Class A Notes, the ") which Notes"). The Class B Notes will be sold pursuant to an underwriting agreement a Class B Underwriting Agreement, dated as of the date hereof November 10, 2000 (the "Class B Note Underwriting Agreement"; together ), between the Seller and Salomon (the "Class B Underwriter"). The Notes will be issued pursuant to the Indenture, dated as of November 1, 2000 (the "Indenture"), between the Trust and The Bank of Tokyo-Mitsubishi Trust Company (the "Indenture Trustee"). Concurrently with this Agreementthe issuance and sale of the Notes as contemplated herein, the "Underwriting Agreements") among the Seller, Case Credit and you, as representative Trust will issue $80,418,606 aggregate principal amount of the several underwriters named in Schedule I thereto, and (ii) issue 5.960% Asset Backed Certificates certificates (the "Certificates"), each representing an interest in a combined amount the property of $15,500,000 the Trust (the "Trust Property"). The Seller will retain the Certificates. The Certificates will be issued pursuant to the Seller. The Underwritten Notes Amended and the Class B Notes are sometimes referred to herein as the "Securities." Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be Restated Trust Agreement, dated as of March November 1, 1999 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, 1999 (as amended and supplemented from time to time, the "Trust Agreement"), between the Seller and The Bank of New YorkWilmington Trust Company, as trustee (the "Owner Trustee"). The Certificates will be subordinated to the Notes.

Xxxxxxxxxxxx. Xxxx Xxxxxxxbles II Inc.XxxxxxxXxxxxxxx Xxxxncial Services Americas LLC, a Delaware corporation Michigan limited liability company ("DCFS" or the "SellerDepositor"), proposes to cause Case Equipment Receivables DaimlerChrysler Auto Trust 19992006-A B (the "Trust") to issue and sell $75,550,000 450,000,000 principal amount of Class A-1 4.950its 5.30% Asset Backed Notes Notes, Class A-2 (the "A-1 Notes"), $294,000,000 principal amount of Class A-2 5.285% Asset Backed Notes (the "A-2 Notes"), $137,000,000 570,000,000 principal amount of Class A-3 5.600its 5.33% Asset Backed Notes Notes, Class A-3 (the "Class A-3 Notes") and ), $221,950,000 134,700,000 principal amount of Class A-4 5.770its 5.38% 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 "Class A Notes" or "), and $45,300,000 principal amount of its 5.49% Asset Backed Notes, Class B (the "Underwritten Class B Notes" and, together with the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the "Offered 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" or "you"). The Trust also will issue $312,200,000 principal amount of its 5.1201% Asset Backed Notes, Class A-1 (the "Class A-1 Notes" and, together with the Offered Notes, the "Notes"), which Class A-1 Notes will be purchased by the Depositor on the Closing Date (as defined below). The assets of the Trust will include, among other things, a pool of motor vehicle retail installment sale contracts and full payout leases (the "Receivables") secured by new or used agricultural, construction, or other equipment and the related security interests in the equipment financed therebycollateral. The Receivables were will be sold to the Trust by the SellerDepositor. The Receivables are will be serviced for the Trust by Case Credit CorporationDCFS (in such capacity, a Delaware corporation (the "Case CreditServicer"). The Underwritten Notes will be issued pursuant to the an Indenture to be dated as of March May 1, 1999 2006 (as amended and supplemented from time to time, the "Indenture"), between the Trust and Harris Trust and Savings Bank Citibank, N.A., as indenture trustee (the "Indenture Trustee"). Xxmultaneously Simultaneously with the issuance and sale of the Underwritten Notes as contemplated in this Agreementherein, the Trust will (i) issue $31,000,000 principal amount of 5.960% Class B Asset Backed Notes DaimlerChrysler Retail Receivables LLC, a Michigan limited liability company (the "Class B NotesCompany") which will be sold acquire the beneficial interest in the Trust, pursuant to an underwriting agreement the Amended and Restated Trust Agreement to be dated as of May 1, 2006 (as amended and supplemented from time to time, the date hereof "Trust Agreement"), among the Depositor, the Company, and Chase Bank USA, National Association, as owner trustee (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) issue 5.960% Asset Backed Certificates (the "CertificatesOwner Trustee"), in a combined amount of $15,500,000 . Such beneficial interest will be entitled to the Seller. The Underwritten residual cash flow on the Receivables that is not required to be applied to payments on the Notes and may be in the Class B Notes are sometimes referred to herein as form of certificates issued by the "Securities." Trust. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them assigned thereto in the Sale and Servicing Agreement to be dated as of March May 1, 1999 2006 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among between the Trust, the Seller Trust and Case CreditDCFS, as servicerDepositor and Servicer, or, if not defined therein, in the Indenture or the Trust Agreement Agreement. At or prior to be dated as the time when sales to purchasers of March 1the Offered Notes were first made by the Underwriters, 1999 which was approximately 2:50 p.m. on May 11, 2006 (as amended and supplemented from time to timethe "Time of Sale"), the Depositor had prepared the following information (collectively, the "Trust AgreementTime of Sale Information"): the Preliminary Prospectus Supplement dated May 11, 2006 to the Prospectus (as defined below) (together, with information referred to under the caption "Static Pool Data" therein regardless of whether it is deemed a part of the Registration Statement (as defined below) or Prospectus, the "Preliminary Prospectus"). If, between at or subsequent to the Seller Time of Sale and The Bank prior to the Closing Date (as defined below), such information included an untrue statement of New Yorkmaterial 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 Offered Notes may terminate their old "Contracts of Sale" (within the meaning of Rule 159 under the Securities Act of 1933, as trustee amended (the "TrusteeSecurities Act")) for any Offered Notes and the Underwriters enter into new Contracts of Sale with investors in the Offered 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 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.

Xxxxxxxxxxxx. Xxxx Xxxxxxxbles II Inc.Xxxxxxxx Honda Receivables Corp., a Delaware California corporation (the "SellerCompany"), proposes proposes, subject to the terms and conditions stated herein, to cause Case Equipment the Honda Auto Receivables 2002-3 Owner Trust 1999-A (the "Trust") to issue and sell $75,550,000 285,500,000 aggregate principal amount of Class A-1 4.9501.8225% Asset Backed Notes Notes, Class A-1 (the "Class A-1 Notes"), $294,000,000 261,000,000 aggregate principal amount of Class A-2 5.2852.26% Asset Backed Notes Notes, Class A-2 (the "Class A-2 Notes"), $137,000,000 290,000,000 aggregate principal amount of Class A-3 5.6003.00% Asset Backed Notes Notes, Class A-3 (the "Class A-3 Notes") and $221,950,000 167,750,000 aggregate principal amount of Class A-4 5.7703.61% 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 "Class A Notes" or the "Underwritten Notes"). The Notes will be issued pursuant to the Indenture, to the several Class A Note Underwriters named in Schedule I hereto be dated as of July 1, 2002 (collectively, the "UnderwritersIndenture"), for whom you are acting as representative between the Trust and U.S. Bank National Association (the "RepresentativeIndenture Trustee"). Concurrently with the issuance and sale of the Notes as contemplated herein, the Trust will issue $25,750,000.95 aggregate principal amount of certificates of beneficial interest (the "Certificates"), each representing an interest in the Owner Trust Estate. The Company will retain the Certificates. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement, to be dated July 24, 2002 (the "Trust Agreement"), between the Company and Chase Manhattan Bank USA, National Association, as owner trustee (the "Owner Trustee"). The Certificates are subordinated to 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 full payout leases used Honda and Acura motor vehicles (the "Receivables") secured by new ), with respect to Actuarial Receivables, certain monies due thereunder on or used agriculturalafter July 1, construction2002 (the "Cutoff Date"), and with respect to Simple Interest Receivables, certain monies due or other equipment and received thereunder on or after the related security interests in the equipment financed thereby. The Cutoff Date, such Receivables were to be sold to the Trust by the Seller. The Receivables are serviced for the Trust by Case Credit Corporation, a Delaware corporation ("Case Credit"). The Underwritten Notes will be issued pursuant to the Indenture to be dated as of March 1, 1999 (as amended and supplemented from time to time, the "Indenture"), between the Trust and Harris Trust and Savings Bank (the "Indenture Trustee"). Xxmultaneously with the issuance and sale of the Underwritten Notes as contemplated in this Agreement, the Trust will (i) issue $31,000,000 principal amount of 5.960% 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) issue 5.960% Asset Backed Certificates (the "Certificates"), in a combined amount of $15,500,000 to the Seller. The Underwritten Notes and the Class B Notes are sometimes referred to herein as the "Securities." Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of March 1, 1999 (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, 1999 (as amended and supplemented from time to time, the "Trust Agreement"), between the Seller and The Bank of New York, as trustee (the "Trustee").

Xxxxxxxxxxxx. Xxxx Xxxxxxxbles II Inc., a Delaware corporation XXX XX Xxxxxxxxxx XLC (the "SellerDepositor"), ) proposes to cause Case Equipment Receivables BMW Vehicle Owner Trust 19992005-A (the "Trust") to issue and sell $75,550,000 324,000,000 principal amount of its 3.0336% Class A-1 4.950% Asset Backed Notes (the "Class A-1 Notes"), $294,000,000 457,000,000 principal amount of its 3.66% Class A-2 5.285% Asset Backed Notes (the "Class A-2 Notes"), $137,000,000 361,000,000 principal amount of its 4.04% Class A-3 5.600% Asset Backed Notes (the "Class A-3 Notes") and ), $221,950,000 264,507,000 principal amount of its 4.28% Class A-4 5.770% 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 ") and $32,375,000 principal amount of its 4.43% Class B Notes (the "Underwritten Class B Notes" and together with the Class A Notes, the "Notes"), ) to the several Class A Note Underwriters named in underwriters set forth on Schedule I hereto (collectivelyeach, the an "UnderwritersUnderwriter"), for whom you are Credit Suisse First Boston LLC is acting as representative (the "Representative"). The assets of the Trust include, among other things, a pool of retail installment sale contracts and full payout leases (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 Case Credit Corporation, a Delaware corporation ("Case Credit"). The Underwritten Notes will be issued pursuant to the Indenture to be an Indenture, dated as of March 1, 1999 2005 (as amended and supplemented from time to time, the "Indenture"), between the Trust and Harris Trust and Savings Bank JPMorgan Chase Bank, N.A., as indenture trustee (in such capacity, the "Indenture Trustee"). Xxmultaneously with the issuance and sale The assets of the Underwritten Notes as contemplated in this Agreement, the Trust will (iinclude, among other things, a pool of motor vehicle retail installment sale contracts transferred to the Trust on the Closing Date referred to in Section 3(a) issue $31,000,000 principal amount of 5.960% 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 AgreementsReceivables") among the Sellersecured by new and used automobiles, Case Credit motorcycles, light-duty trucks and you, as representative of the several underwriters named in Schedule I thereto, and (ii) issue 5.960% Asset Backed Certificates sport utility vehicles financed thereby (the "CertificatesVehicles")) and certain monies received thereunder after the close of business on February 28, in a combined amount of $15,500,000 2005 (the "Cutoff Date") and other property and proceeds thereof to be conveyed to the Seller. The Underwritten Notes and the Class B Notes are sometimes referred Trust pursuant to herein as the "Securities." Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the a Sale and Servicing Agreement to be dated as of March 1, 1999 2005 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Trust, the Seller and Case CreditBMW Financial Services NA, LLC ("BMW Financial Services"), as servicerservicer (in such capacity, orthe "Servicer"), if not defined thereinseller, in administrator and custodian, the Depositor and the Indenture or Trustee. Pursuant to the Sale and Servicing Agreement, the Depositor will sell the Receivables to the Trust and the Servicer will service the Receivables on behalf of the Trust. In addition, pursuant to an Owner Trust Administration Agreement to be dated as of March 1, 1999 2005 (the "Owner Trust Administration Agreement"), among the Trust, BMW Financial Services and the Indenture Trustee, BMW Financial Services will agree to perform certain administrative duties on behalf of the Trust. The Depositor formed the Trust pursuant to a Trust Agreement dated February 10, 2005, as amended and supplemented from time to timerestated as of March 1, 2005 (the "Trust Agreement"), between the Seller Depositor and The Bank of New YorkWilmington Trust Company, as owner trustee (the "Owner Trustee"). The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Trust Agreement. The Depositor will acquire the Receivables from BMW Financial Services pursuant to a Receivables Purchase Agreement, dated as of March 1, 2005 (the "Receivables Purchase Agreement"), between the Depositor and BMW Financial Services. BMW Financial Services will acquire the Receivables from BMW FS Funding Corp. ("BFFC") pursuant to a Bill of Sale, dated as of March 1, 2005 (the "Bill of Sale"), between BFFC and BMW Financial Services. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Sale and Servicing Agreement or the Indenture, as the case may be. As used herein, the term "Transaction Documents" refers to the Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Bill of Sale, the Receivables Purchase Agreement, the Owner Trust Administration Agreement and the Note Depository Agreement.

Xxxxxxxxxxxx. Xxx Xxxx Xxxxxxxbles II Inc.XXX, National Association, a Delaware corporation national banking association (the "SellerKBUSA"), proposes to cause Case Equipment Receivables KeyCorp Student Loan Trust 1999-A B (the "Trust") to issue and sell $75,550,000 280,000,000 principal amount of its Floating Rate Class A-1 4.950% Asset Backed Notes (the "Class A-1 Notes"), $294,000,000 625,000,000 principal amount of its Floating Rate Class A-2 5.285% Asset Backed Notes, "), and $30,000,000 principal amount of its Floating Rate Class M Asset Backed Notes (the "A-2 Class M Notes"), $137,000,000 principal amount of Class A-3 5.600% Asset Backed Notes (the "A-3 Notes") " and $221,950,000 principal amount of Class A-4 5.770% Asset Backed Notes (the "A-4 Notes"; together with the Class A-1 Notes, the A-2 Notes and the A-3 Class A-2 Notes, the "Class A Notes" or the "Underwritten Notes"), to the several Class A Note Underwriters underwriters named in Schedule I hereto (collectively, the "Underwriters"), for whom you are acting as representative (the "Representative") are acting as representative. The Trust was formed pursuant to the Trust Agreement, dated as of September 1, 1999, as amended and restated by the Amended and Restated Trust Agreement, dated as of September 1, 1999 (as further amended and supplemented from time to time, collectively, the "Trust Agreement") between KBUSA, as depositor and Bank One, National Association, as Eligible Lender Trustee (the "Eligible Lender Trustee"). The assets of the Trust include, among other things, a pool two pools of retail installment sale contracts graduate and full payout leases undergraduate student loans (collectively, the "ReceivablesInitial Financed Student Loans") secured by new or used agriculturaland certain monies due thereunder on and after September 1, construction1999, or with respect to certain of the Initial Financed Student Loans, and September 27, 1999, with respect to certain other equipment and Initial Financed Student Loans (collectively, the related security interests in the equipment financed thereby"Cutoff Date"). The Receivables Such Initial Financed Student Loans were sold to the Eligible Lender Trustee on behalf of the Trust by the Seller pursuant to the Sale and Servicing Agreement, dated as of September 1, 1999 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among, the Trust, the Eligible Lender Trustee, KBUSA, as master servicer (in such capacity, the "Master Servicer"), KBUSA, as seller (in such capacity, the "Seller. The Receivables are serviced for "), and KBUSA, as administrator (in such capacity, the Trust by Case Credit Corporation, a Delaware corporation ("Case CreditAdministrator"). The Underwritten Master Servicer has also entered into two certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania ("PHEAA" and, in its capacity as a sub-servicer, a "Sub-Servicer") and Great Lakes Educational Loan Services, Inc., a Wisconsin corporation ("Great Lakes" or a "Sub-Servicer"). The Notes will be issued pursuant to the Indenture to be dated as of March September 1, 1999 (as amended and supplemented from time to time, the "Indenture"), between the Trust and Harris Bankers Trust and Savings Bank Company, a New York banking corporation (the "Indenture Trustee"). Xxmultaneously with After the issuance and sale Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Underwritten Notes as contemplated in this AgreementTrust, the Trust will (i) issue $31,000,000 principal amount of 5.960% 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 Agreementacquire certain additional student loans, the "Underwriting Agreements") among the Seller, Case Credit and you, as representative of the several underwriters named in Schedule I thereto, and (ii) issue 5.960% Asset Backed Certificates (the "Certificates"), in a combined amount of $15,500,000 to the Seller. The Underwritten Notes and the Class B Notes are sometimes referred to herein as the "Securities." Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them identified in the Sale and Servicing Agreement on or prior to be December 24, 1999 (the "Subsequent Pool Student Loans") and on or prior to the end of the Funding Period (the "Other Subsequent Student Loans"; and together with the Subsequent Pool Student Loans and Initial Financed Student Loans, the "Financed Student Loans") using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated as of March September 1, 1999 (as amended and supplemented from time to time, the "Sale and Servicing Administration Agreement"), among the TrustIndenture Trustee, the Seller Trust and Case Creditthe Administrator. The Trust will also be a party to that certain cap agreement (the "Cap Agreement") between the Trust and KBUSA, as servicer, or, if not defined therein, cap provider (in the Indenture or the Trust Agreement to be dated as of March 1, 1999 (as amended and supplemented from time to timesuch capacity, the "Trust AgreementCap Provider"), whereunder the Noteholders will be entitled, subject to the limitations of the Cap Agreement, to receive payments from the Cap Provider in the amount of any of any Noteholders' Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. The Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Administration Agreement and the Cap Agreement are referred to herein as the "Basic Documents." Simultaneously with the issuance and sale of the Notes as contemplated herein, and pursuant to the Trust Agreement, the Trust will issue $65,000,000 principal amount of its Floating Rate Asset Backed Certificates (the "Certificates"), 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") between the Seller and The Bank of New York, as trustee (the "Trustee")Representative. Capitalized terms used and not otherwise defined herein shall have the meanings given them in Appendix A attached hereto.

Xxxxxxxxxxxx. Xxxx Xxxxxxxbles II Inc., a Delaware corporation XXX XX Xxxxxxxxxx LLC (the "SellerDepositor"), ) proposes to cause Case Equipment Receivables BMW Vehicle Owner Trust 19992006-A (the "Trust") to issue and sell $75,550,000 323,000,000 principal amount of its 5.36344% Class A-1 4.950% Asset Backed Notes (the "Class A-1 Notes"), $294,000,000 308,000,000 principal amount of its 5.30% Class A-2 5.285% Asset Backed Notes (the "Class A-2 Notes"), $137,000,000 280,000,000 principal amount of its 5.13% Class A-3 5.600% Asset Backed Notes (the "Class A-3 Notes") and ), $221,950,000 173,044,000 principal amount of its 5.07% Class A-4 5.770% 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 ") and $24,952,000 principal amount of its 5.19% Class B Notes (the "Underwritten Class B Notes" and together with the Class A Notes, the "Notes"), ) to the several Class A Note Underwriters named in underwriters set forth on Schedule I hereto (collectivelyeach, the an "UnderwritersUnderwriter"), for whom you are Barclays Capital Inc. is acting as representative (the "Representative"). The assets of the Trust include, among other things, a pool of retail installment sale contracts and full payout leases (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 Case Credit Corporation, a Delaware corporation ("Case Credit"). The Underwritten Notes will be issued pursuant to the Indenture to be an Indenture, dated as of March September 1, 1999 2006 (as amended and supplemented from time to time, the "Indenture"), between the Trust and Harris Deutsche Bank Trust and Savings Bank Company Americas, as indenture trustee (in such capacity, the "Indenture Trustee"). Xxmultaneously with the issuance and sale The assets of the Underwritten Notes as contemplated in this Agreement, the Trust will (iinclude, among other things, a pool of motor vehicle retail installment sale contracts transferred to the Trust on the Closing Date referred to in Section 3(a) issue $31,000,000 principal amount of 5.960% 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 AgreementsReceivables") among the Sellersecured by new and used automobiles, Case Credit motorcycles, light-duty trucks and you, as representative of the several underwriters named in Schedule I thereto, and (ii) issue 5.960% Asset Backed Certificates sport utility vehicles financed thereby (the "CertificatesVehicles")) and certain monies received thereunder after the close of business on August 31, in a combined amount of $15,500,000 2006 (the "Cutoff Date") and other property and proceeds thereof to be conveyed to the Seller. The Underwritten Notes and the Class B Notes are sometimes referred Trust pursuant to herein as the "Securities." Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the a Sale and Servicing Agreement to be dated as of March September 1, 1999 2006 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Trust, the Seller and Case CreditBMW Financial Services NA, LLC ("BMW Financial Services"), as servicerservicer (in such capacity, orthe "Servicer"), if not defined thereinseller, in sponsor, administrator and custodian, the Depositor and the Indenture or Trustee. Pursuant to the Sale and Servicing Agreement, the Depositor will sell the Receivables to the Trust and the Servicer will service the Receivables on behalf of the Trust. In addition, pursuant to an Owner Trust Administration Agreement to be dated as of March September 1, 1999 2006 (the "Owner Trust Administration Agreement"), among the Trust, BMW Financial Services and the Indenture Trustee, BMW Financial Services will agree to perform certain administrative duties on behalf of the Trust. The Depositor formed the Trust pursuant to a Trust Agreement dated August 14, 2006, as amended and supplemented from time to timerestated as of September 1, 2006 (the "Trust Agreement"), between the Seller Depositor and The Bank of New YorkWilmington Trust Company, as owner trustee (the "Owner Trustee"). The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Trust Agreement. The Depositor will acquire the Receivables from BMW Financial Services pursuant to a Receivables Purchase Agreement, dated as of September 1, 2006 (the "Receivables Purchase Agreement"), between the Depositor and BMW Financial Services. BMW Financial Services will acquire the Receivables from BMW FS Funding Corp. ("BFFC") pursuant to a Bill of Sale, dated as of September 1, 2006 (the "Bill of Sale"), between BFFC and BMW Financial Services. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Sale and Servicing Agreement or the Indenture, as the case may be. As used herein, the term "Transaction Documents" refers to the Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Bill of Sale, the Receivables Purchase Agreement, the Owner Trust Administration Agreement and the Note Depository Agreement. At or prior to the time when sales (including any contracts of sale) of the Notes were first made to investors by the Underwriters, which shall be deemed to be 11:08 a.m. on September 13, 2006 (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 September 11, 2006 and the Prospectus dated August 11, 2006 (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 IV 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 BMW Financial Services, enter into new contracts of sale with investors for the Notes, then "Time of Sale Information" will refer to the documents agreed upon in writing by the Depositor and the Representative that correct such material misstatements or omissions (a "Corrected Prospectus") and "Time of Sale" will refer to the time and date agreed upon by the Depositor and the Representative.

Xxxxxxxxxxxx. XXXX Xxxx Xxxxxxxbles II Inc., a Delaware corporation Xxxxxxxxxxx Xxust (the "Seller"), proposes 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, N.A., as trustee (the "MART Trustee"), proposes, subject to the terms and conditions stated herein, to cause Case Equipment Receivables MMCA Auto Owner Trust 19992001-A 2 (the "Trust") to issue and sell to the several underwriters named in Schedule A hereto (the "Underwriters"), acting severally and not jointly, for whom Morgan Stanley & Co. Incorporated ("Morgan Stanley") is acting as rxxxxxxnxxxxxx (the "Representative"), $75,550,000 000,000,000 aggregate principal amount of 3.8975% Class A-1 4.950% Asset Backed Notes (the "Class A-1 Notes"), $294,000,000 94,000,000 aggregate principal amount of Floating Rate Class A-2 5.285% Asset Backed Notes (the "Class A-2 Notes"), $137,000,000 229,000,000 aggregate principal amount of Floating Rate Class A-3 5.600% Asset Backed Notes (the "Class A-3 Notes") and ), $221,950,000 150,000,000 aggregate principal amount of Floating Rate Class A-4 5.770% 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 include, among other things, a pool of retail installment sale contracts and full payout leases (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 Case Credit Corporation, a Delaware corporation ("Case Credit"). The Underwritten Notes will be issued pursuant to the Indenture to be dated as of March 1, 1999 (as amended and supplemented from time to time, the "Indenture"), between the Trust and Harris Trust and Savings Bank (the "Indenture Trustee"). Xxmultaneously with the issuance and sale of the Underwritten Notes as contemplated in this Agreement, the Trust will (i) issue $31,000,000 46,797,000 aggregate principal amount of 5.9605.75% Class B Asset Backed Notes (the "Class B Notes" and, together with the Class A Notes, the ") which Notes"). The Notes will be sold issued pursuant to an underwriting agreement the Indenture, dated as of the date hereof June 1, 2001 (the "Class B Note Underwriting AgreementIndenture"; together ), between the Trust and The Bank of Tokyo-Mitsubishi Trust Company, as trustee (the "Indenture Trustee"), and will represent indebtedness of the Trust. Concurrently with this Agreementthe issuance and sale of the Notes as contemplated herein, the "Underwriting Agreements") among the Seller, Case Credit and you, as representative Trust will issue $53,998,116.60 aggregate principal amount of the several underwriters named in Schedule I thereto, and (ii) issue 5.960% Asset Backed Certificates certificates (the "Certificates"), each representing an interest in a combined amount the property of $15,500,000 the Trust (the "Trust Property"). The Seller will retain the Certificates. The Certificates will be issued pursuant to the Seller. The Underwritten Notes Amended and the Class B Notes are sometimes referred to herein as the "Securities." Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be Restated Trust Agreement, dated as of March June 1, 1999 2001 (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, 1999 (as amended and supplemented from time to time, the "Trust Agreement"), between the Seller and The Bank of New YorkWilmington Trust Company, as trustee (the "Owner Trustee"). The Certificates will be subordinated to the Notes.

Xxxxxxxxxxxx. Xxxx Xxxxxxxbles II Inc.XxxxxxxXxxxxxxx Xxxxncial Services Americas LLC, a Delaware corporation Michigan limited liability company ("DCFS" or the "SellerDepositor"), proposes to cause Case Equipment Receivables DaimlerChrysler Auto Trust 19992006-A (the "Trust") to issue and sell $75,550,000 485,000,000 principal amount of Class A-1 4.950its 5.06% Asset Backed Notes Notes, Class A-2 (the "A-1 Notes"), $294,000,000 principal amount of Class A-2 5.285% Asset Backed Notes (the "A-2 Notes"), $137,000,000 510,000,000 principal amount of Class A-3 5.600its 5.00% Asset Backed Notes Notes, Class A-3 (the "Class A-3 Notes") and ), $221,950,000 159,800,000 principal amount of Class A-4 5.770its 5.01% 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 "Class A Notes" or "), and $45,200,000 principal amount of its 5.14% Asset Backed Notes, Class B (the "Underwritten Class B Notes" and, together with the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the "Offered 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" or "you"). The Trust also will issue $307,000,000 principal amount of its 4.7914% Asset Backed Notes, Class A-1 (the "Class A-1 Notes" and, together with the Offered Notes, the "Notes"), which Class A-1 Notes will be purchased by the Depositor on the Closing Date (as defined below). The assets of the Trust will include, among other things, a pool of motor vehicle retail installment sale contracts and full payout leases (the "Receivables") secured by new or used agricultural, construction, or other equipment and the related security interests in the equipment financed therebycollateral. The Receivables were will be sold to the Trust by the SellerDepositor. The Receivables are will be serviced for the Trust by Case Credit CorporationDCFS (in such capacity, a Delaware corporation (the "Case CreditServicer"). The Underwritten Notes will be issued pursuant to the an Indenture to be dated as of March 1, 1999 2006 (as amended and supplemented from time to time, the "Indenture"), between the Trust and Harris Trust and Savings Bank JPMorgan Chase Bank, N.A., as indenture trustee (the "Indenture Trustee"). Xxmultaneously Simultaneously with the issuance and sale of the Underwritten Notes as contemplated in this Agreementherein, the Trust will (i) issue $31,000,000 principal amount of 5.960% Class B Asset Backed Notes DaimlerChrysler Retail Receivables LLC, a Michigan limited liability company (the "Class B NotesCompany") which will be sold acquire the beneficial interest in the Trust, pursuant to an underwriting agreement the Amended and Restated Trust Agreement to be dated as of March 1, 2006 (as amended and supplemented from time to time, the date hereof "Trust Agreement"), among the Depositor, the Company, and Deutsche Bank Trust Company Delaware, as owner trustee (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) issue 5.960% Asset Backed Certificates (the "CertificatesOwner Trustee"), in a combined amount of $15,500,000 . Such beneficial interest will be entitled to the Seller. The Underwritten residual cash flow on the Receivables that is not required to be applied to payments on the Notes and may be in the Class B Notes are sometimes referred to herein as form of certificates issued by the "Securities." Trust. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them assigned thereto in the Sale and Servicing Agreement to be dated as of March 1, 1999 2006 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among between the Trust, the Seller Trust and Case CreditDCFS, as servicerDepositor and Servicer, or, if not defined therein, in the Indenture or the Trust Agreement Agreement. At or prior to be dated as the time when sales to purchasers of March 1the Offered Notes were first made by the Underwriters, 1999 which was approximately 10:54 a.m. on February 28, 2006 (as amended and supplemented from time to timethe "Time of Sale"), the Depositor had prepared the following information (collectively, the "Trust AgreementTime of Sale Information"): the Preliminary Prospectus Supplement dated February 27, 2006 to the Prospectus (as defined below) (together, with information referred to under the caption "Static Pool Data" therein regardless of whether it is deemed a part of the Registration Statement (as defined below) or Prospectus, the "Preliminary Prospectus"). If, between at or subsequent to the Seller Time of Sale and The Bank prior to the Closing Date (as defined below), such information included an untrue statement of New Yorkmaterial 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 Offered Notes may terminate their old "Contracts of Sale" (within the meaning of Rule 159 under the Securities Act of 1933, as trustee amended (the "TrusteeSecurities Act")) for any Offered Notes and the Underwriters enter into new Contracts of Sale with investors in the Offered 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 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.

Xxxxxxxxxxxx. Xxxx Xxxxxxxbles II Inc.Xxxxxxxxxx Auto Lease Underwritten Funding, a Delaware corporation LLC (the "SellerTransferor"), ) proposes to cause Case Equipment Receivables Volkswagen Auto Lease Trust 19992002-A (the "TrustIssuer") to issue and sell transfer $75,550,000 240,000,000 aggregate principal amount of __% Auto Lease Asset Backed Class A-1 4.950% Asset Backed Notes (the "A-1 Notes"), $294,000,000 405,000,000 aggregate principal amount of __% Auto Lease Asset Backed Class A-2 5.285% Asset Backed Notes (the "A-2 Notes"), $137,000,000 545,000,000 aggregate principal amount of __% Auto Lease Asset Backed Class A-3 5.600% Asset Backed Notes (the "A-3 Notes") , and $221,950,000 310,000,000 aggregate principal amount of __% Auto Lease Asset Backed Class A-4 5.770% Asset Backed Notes (the "A-4 Notes"; together with the A-1 Notes, the A-2 Notes and the A-3 Notescollectively, the "Class A Notes" or the "Underwritten Notes"), to the several Class A Note Underwriters named in underwriters set forth on Schedule I hereto (each, an "Underwriter" and collectively, the "Underwriters"), for whom you are acting as representative (the "Representative"). The assets of the Trust include, among other things, a pool of retail installment sale contracts and full payout leases (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 Case Credit Corporation, a Delaware corporation ("Case Credit"). The Underwritten Notes will be issued pursuant to the Indenture to be an Indenture, dated as of March 1November [ ], 1999 2002 (as amended and supplemented from time to time, the "Indenture"), between the Trust Issuer and Harris Trust and Savings The Bank of New York, as indenture trustee (in such capacity, the "Indenture Trustee"). Xxmultaneously with the issuance and sale The assets of the Underwritten Notes as contemplated Issuer include, among other things, a special unit of beneficial interest in this AgreementVW Credit Leasing, the Trust will (i) issue $31,000,000 principal amount of 5.960% Class B Asset Backed Notes Ltd., (the "Class B NotesTransaction SUBI") ), which represents the beneficial interest in a portfolio of automobile leases, the related leased vehicles and certain related rights. The Transaction SUBI will be sold pursuant to an underwriting agreement dated the Issuer by the Transferor and will be serviced for the Issuer by VW Credit, Inc. ("VW Credit"), as of the date hereof servicer (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) issue 5.960% Asset Backed Certificates (the "CertificatesServicer"), in a combined amount of $15,500,000 to the Seller. The Underwritten Notes and the Class B Notes are sometimes referred to herein as the "Securities." Capitalized terms used and but not otherwise defined herein shall have the meanings ascribed set forth in Appendix A to them in the Sale and Servicing Agreement to be dated as of March 1, 1999 (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, 1999 (as amended and supplemented from time to time, the "Trust Agreement"), between the Seller and The Bank of New York, as trustee (the "Trustee")Indenture.

Xxxxxxxxxxxx. Xxxx Xxxxxxxbles II Inc., a Delaware corporation XXX XX Xxxxxxxxxx LLC (the "SellerDepositor"), ) proposes to cause Case Equipment Receivables BMW Vehicle Owner Trust 19992003-A (the "Trust") to issue and sell $75,550,000 380,000,000 principal amount of its 1.27% Class A-1 4.950% Asset Backed Notes (the "Class A-1 Notes"), $294,000,000 455,000,000 principal amount of its 1.45% Class A-2 5.285% Asset Backed Notes (the "Class A-2 Notes"), $137,000,000 470,000,000 principal amount of its 1.94% Class A-3 5.600% Asset Backed Notes (the "Class A-3 Notes") and ), $221,950,000 296,913,000 principal amount of its 2.53% Class A-4 5.770% 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 ") and $32,692,000 principal amount of its 2.93% Class B Notes (the "Underwritten Class B Notes" and, together with the Class A Notes, the "Notes"), ) to the several Class A Note Underwriters named in underwriters set forth on Schedule I hereto (collectivelyeach, the an "UnderwritersUnderwriter"), for whom you are Citigroup Global Markets Inc. is acting as representative (the "Representative"). The assets of the Trust include, among other things, a pool of retail installment sale contracts and full payout leases (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 Case Credit Corporation, a Delaware corporation ("Case Credit"). The Underwritten Notes will be issued pursuant to the Indenture to be an Indenture, dated as of March April 1, 1999 2003 (as amended and supplemented from time to time, the "Indenture"), between the Trust and Harris Trust and Savings Bank Citibank, N.A., as indenture trustee (in such capacity, the "Indenture Trustee"). Xxmultaneously with the issuance and sale The assets of the Underwritten Notes as contemplated in this Agreement, the Trust will (iinclude, among other things, a pool of motor vehicle retail installment sale contracts transferred to the Trust on the Closing Date referred to in Section 3(a) issue $31,000,000 principal amount of 5.960% 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 AgreementsReceivables") among the Sellersecured by new and used automobiles, Case Credit motorcycles, light-duty trucks and you, as representative of the several underwriters named in Schedule I thereto, and (ii) issue 5.960% Asset Backed Certificates sport utility vehicles financed thereby (the "CertificatesVehicles")) and certain monies received thereunder after the close of business on March 31, in a combined amount of $15,500,000 2003 (the "Cutoff Date") and other property and proceeds thereof to be conveyed to the Seller. The Underwritten Notes and the Class B Notes are sometimes referred Trust pursuant to herein as the "Securities." Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the a Sale and Servicing Agreement to be Agreement, dated as of March April 1, 1999 2003 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Trust, the Seller and Case CreditBMW Financial Services NA, LLC ("BMW Financial Services"), as servicerservicer (in such capacity, orthe "Servicer"), if not defined thereinseller, in administrator and custodian, the Depositor and the Indenture or Trustee. Pursuant to the Sale and Servicing Agreement, the Depositor will sell the Receivables to the Trust Agreement and the Servicer will service the Receivables on behalf of the Trust. In addition, pursuant to be an Owner Trust Administration Agreement, dated as of March April 1, 1999 2003 (the "Owner Trust Administration Agreement"), among the Trust, BMW Financial Services and the Indenture Trustee, BMW Financial Services will agree to perform certain administrative duties on behalf of the Trust. The Depositor formed the Trust pursuant to a Trust Agreement, dated March 21, 2003, as amended and supplemented from time to timerestated as of April 1, 2003 (the "Trust Agreement"), between the Seller Depositor and The Bank of New YorkWilmington Trust Company, as owner trustee (the "Owner Trustee"). The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Trust Agreement. The Depositor will acquire the Receivables from BMW Financial Services pursuant to a Receivables Purchase Agreement, dated as of April 1, 2003 (the "Receivables Purchase Agreement"), between the Depositor and BMW Financial Services. BMW Financial Services will acquire the Receivables from BMW FS Funding Corp. ("BFFC") pursuant to a Bill of Sale, dated as of April 1, 2003 (the "Bill of Sale"), between BFFC and BMW Financial Services. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Sale and Servicing Agreement or the Indenture, as the case may be. As used herein, the term "Transaction Documents" refers to the Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Bill of Sale, the Receivables Purchase Agreement, the Owner Trust Administration Agreement and the Note Depository Agreement.

Xxxxxxxxxxxx. XXXX Xxxx Xxxxxxxbles II Inc., a Delaware corporation Xxxxxxxxxxx Xxust (the "Seller"), proposes 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, N.A., as trustee (the "MART Trustee"), proposes, subject to the terms and conditions stated herein, to cause Case Equipment Receivables MMCA Auto Owner Trust 19992001-A 3 (the "Trust") to issue and sell to the several underwriters named in Schedule A hereto (the "Underwriters"), acting severally and not jointly, for whom J.P. Morgan Securities Inc. ("JPMorgan") is acting as representaxxxx (xxx "Representative"), $75,550,000 222,000,000 aggregate principal amount of 2.47% Class A-1 4.950% Asset Backed Notes (the "Class A-1 Notes"), $294,000,000 244,000,000 aggregate principal amount of Floating Rate Class A-2 5.285% Asset Backed Notes (the "Class A-2 Notes"), $137,000,000 437,000,000 aggregate principal amount of Floating Rate Class A-3 5.600% Asset Backed Notes (the "Class A-3 Notes") and ), $221,950,000 399,400,000 aggregate principal amount of Floating Rate Class A-4 5.770% 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 include, among other things, a pool of retail installment sale contracts and full payout leases (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 Case Credit Corporation, a Delaware corporation ("Case Credit"). The Underwritten Notes will be issued pursuant to the Indenture to be dated as of March 1, 1999 (as amended and supplemented from time to time, the "Indenture"), between the Trust and Harris Trust and Savings Bank (the "Indenture Trustee"). Xxmultaneously with the issuance and sale of the Underwritten Notes as contemplated in this Agreement, the Trust will (i) issue $31,000,000 98,440,000 aggregate principal amount of 5.960% Floating Rate Class B Asset Backed Notes (the "Class B Notes" and, together with the Class A Notes, the ") which Notes"). The Notes will be sold issued pursuant to an underwriting agreement the Indenture, dated as of the date hereof October 1, 2001 (the "Class B Note Underwriting AgreementIndenture"; together ), between the Trust and The Bank of Tokyo-Mitsubishi Trust Company, as trustee (the "Indenture Trustee"), and will represent indebtedness of the Trust. Concurrently with this Agreementthe issuance and sale of the Notes as contemplated herein, the "Underwriting Agreements") among the Seller, Case Credit and you, as representative Trust will issue $113,618,915.95 aggregate principal amount of the several underwriters named in Schedule I thereto, and (ii) issue 5.960% Asset Backed Certificates certificates of beneficial interest (the "Certificates"), each representing an interest in a combined amount the property of $15,500,000 the Trust (the "Trust Property"). The Seller will retain the Certificates. The Certificates will be issued pursuant to the SellerAmended and Restated Trust Agreement, dated as of October 1, 2001 (the "Trust Agreement"), between the Seller and Wilmington Trust Company, as trustee (the "Owner Trustee"). The Underwritten Notes and Certificates will be subordinated to the Class B Notes are sometimes referred to herein as the "Securities." Notes. Capitalized terms used and but not otherwise defined herein shall have the meanings ascribed to them thereto in the Sale and Servicing Agreement to be Agreement, dated as of March October 1, 1999 2001 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Trust, the Seller and Case Credit, as servicer, the Servicer or, if not defined therein, in the Indenture or Indenture, the Trust Agreement to be or the Purchase Agreement, dated as of March October 1, 1999 2001 (as amended and supplemented from time to time, the "Trust Purchase Agreement"), between the Seller and The Bank of New YorkMMCA, as trustee (seller, and the "Trustee")Seller, as purchaser, as the case may be.

Xxxxxxxxxxxx. Xxxx Xxxxxxxbles II Inc.Xxxxx Xxxxxxxxx Bank USA, National Association, a Delaware corporation national banking association (the "SellerBank"), proposes to cause Case Equipment Receivables form Chase Manhattan Auto Owner Trust 19992002-A (the "TrustTRUST") to issue and sell $75,550,000 50,600,000 aggregate principal amount of Class A-1 4.9504.17% Asset Backed Notes Certificates (the "A-1 NotesCERTIFICATES"), $294,000,000 principal amount of Class A-2 5.285% Asset Backed Notes (each representing a fractional undivided interest in the "A-2 Notes"), $137,000,000 principal amount of Class A-3 5.600% Asset Backed Notes (the "A-3 Notes") and $221,950,000 principal amount of Class A-4 5.770% Asset Backed Notes (the "A-4 Notes"; together with the A-1 Notes, the A-2 Notes and the A-3 Notes, the "Class A Notes" or the "Underwritten Notes"), to the several Class A Note Underwriters named in Schedule I hereto (collectively, the "Underwriters"), for whom you are acting as representative (the "Representative")Trust. The assets of the Trust will include, among other things, a pool of simple interest retail installment sale sales contracts and full payout leases purchase money notes and other notes (the "ReceivablesRECEIVABLES") secured by new and used automobiles (the "FINANCED VEHICLES") and certain monies received thereunder on or used agriculturalafter the opening of business on March 1, construction2002, or other equipment and the related security interests in the equipment financed thereby. The such Receivables were sold to be transferred to the Trust and serviced by the SellerBank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables are serviced for will equal to $2,024,000,000. The Certificates will be issued pursuant to the Amended and Restated Trust by Case Credit CorporationAgreement to be dated as of March 1, a Delaware corporation 2002 (as amended and supplemented from time to time, the "Case CreditTRUST AGREEMENT"), between the Bank and Wilmington Trust Company, as owner trustee (the "OWNER TRUSTEE"). The Underwritten Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $445,000,000 aggregate principal amount of Class A-1 1.9425% Asset Backed Notes will be issued (the "CLASS A-1 Notes"), $460,000,000 aggregate principal amount of Class A-2 2.63% Asset Backed Notes (the "CLASS A-2 NOTES"), $570,000,000 aggregate principal amount of Class A-3 3.49% Asset Backed Notes (the "CLASS A-3 NOTES") and $498,400,000 aggregate principal amount of Class A-4 4.24% Asset Backed Notes (the "CLASS A-4 NOTES" and, together with the CLASS A-1 NOTES, the CLASS A-2 NOTES and the CLASS A-3 NOTES, the "NOTES"), pursuant to the Indenture to be dated as of March 1, 1999 2002 (as amended and supplemented from time to time, the "IndentureINDENTURE"), between the Trust and Harris Trust and Savings Wells Fargo Bank Minnesota, National Association, as indenture trusxxx (the "Indenture TrusteeINDENTURE TRUSTEE"). Xxmultaneously with the issuance and sale of the Underwritten Notes as contemplated in this Agreement, the Trust will (i) issue $31,000,000 principal amount of 5.960% 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 AgreementNOTE UNDERWRITING AGREEMENT"; together with this Agreement, the "Underwriting AgreementsUNDERWRITING AGREEMENTS") among the Seller, Case Credit Bank and you, as representative of the several underwriters named in Schedule I thereto, and (ii) issue 5.960% Asset Backed Certificates therein (the "CertificatesNOTE UNDERWRITERS"), in a combined amount of $15,500,000 to the Seller. The Underwritten Notes and the Class B Notes Certificates are sometimes referred to collectively herein as the "Securities." SECURITIES". Capitalized terms used and not otherwise defined herein shall have the meanings ascribed assigned to them such terms in the Sale and Servicing Agreement to be dated as of March 1, 1999 2002 (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, 1999 (as amended and supplemented from time to time, the "Trust AgreementSALE AND SERVICING AGREEMENT"), between the Trust and the Bank, as Seller and The Servicer. This is to confirm the agreement concerning the purchase of the Certificates from the Bank of New York, as trustee by J.P. Morgan Securities Inc. (the "TrusteeUNDERWRITER").

Xxxxxxxxxxxx. XXXX Xxxx Xxxxxxxbles II Inc., a Delaware corporation Xxxxxxxxxxx Trust (the "Seller"), proposes 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 Delaware, as trustee (the "Seller Trustee"), proposes, subject to the terms and conditions stated herein, to cause Case Equipment Receivables MMCA Auto Owner Trust 19992000-A 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 Salomon Smith Barney Inc. ("Salomon") is acting as representatxxx (xxx "Xxxrxxxxxxtive"), $75,550,000 117,000,000 aggregate principal amount of 7.55% Class A-1 4.950% B Asset Backed Notes (the "A-1 Notes"), $294,000,000 principal amount of Class A-2 5.285% Asset Backed Notes (the "A-2 Notes"), $137,000,000 principal amount of Class A-3 5.600% Asset Backed Notes (the "A-3 Notes") and $221,950,000 principal amount of Class A-4 5.770% Asset Backed Notes (the "A-4 Notes"; together with the A-1 Notes, the A-2 Notes and the A-3 Notes, the "Class A Notes" or the "Underwritten Notes"), to the several Class A Note Underwriters named in Schedule I hereto (collectively, the "Underwriters"), for whom you are acting as representative (the "Representative"). The assets of the Trust include, among other things, a pool of retail installment sale contracts and full payout leases (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 Case Credit Corporation, a Delaware corporation ("Case Credit"). The Underwritten Notes will be issued pursuant to the Indenture to be dated as of March 1, 1999 (as amended and supplemented from time to time, the "Indenture"), between the Trust and Harris Trust and Savings Bank (the "Indenture Trustee"). Xxmultaneously Concurrently with the issuance and sale of the Underwritten Notes as contemplated in this Agreementherein, the Trust will issue: (i) issue $31,000,000 165,000,000 aggregate principal amount of 5.9606.72625% Class B A-1 Asset Backed Notes (the "Class B A-1 Notes"), $350,000,000 aggregate principal amount of 6.95% Class A-2 Asset Backed Notes (the "Underwritten Class A-2 Notes"), $240,000,000 aggregate principal amount of 7.00% Class A-3 Asset Backed Notes (the "Underwritten Class A-3 Notes"), and $384,000,000 aggregate principal amount of 7.08% Class A-4 Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Underwritten Class A-2 Notes and the Underwritten Class A-3 Notes, the "Underwritten Class A Notes"), (ii) an additional $150,000,000 aggregate principal amount of 6.95% Class A-2 Asset Backed Notes (the "Direct Purchase Class A-2 Notes" and, together with the Underwritten Class A-2 Notes, the "Class A-2 Notes") which and an additional $250,000,000 aggregate principal amount of 7.00% Class A-3 Notes (the "Direct Purchase Class A-3 Notes" and, together with the Underwritten Class A-3 Notes, the "Class A-3 Notes"). The Underwritten Class A Notes will be sold pursuant to an underwriting agreement a Class A Underwriting Agreement, dated as of the date hereof August 10, 2000 (the "Class B Note A Underwriting Agreement"; together with this Agreement), between the "Underwriting Agreements") among the Seller, Case Credit Seller and youSalomon, as representative of the several underwriters named in Schedule I theretotherein (the "Class A Underwiters"). Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lxxxx") will act as placxxxxx agexx xxr the Direct Purxxxxx Xlxxx X-2 Notes and the Direct Purchase Class A-3 Notes (iithe "Direct Purchase Notes" and, together with the Class B Notes and the Underwritten Notes, the "Notes"). Merrill Lynch Bank & Trust Co. ("MLB&T") will purchase $50,000,000 xxgxxxxxe principal amount of Direct Purchase Class A-2 Notes pursuant to a Note Purchase Agreement, dated August 10, 2000 (the "MLB&T Note Purchase Agreement"), between the Seller and MLB&T. Merrill Lynch Bank USA Co. ("MLBUSA") will purchase $100,000,000 xxxxexxxx principal amount of direct Purchase Class A-2 Notes and the Direct Purchase Class A-3 Notes pursuant to a Note Purchase Agreement, dated August 10, 2000 (the "MLBUSA Note Purchase Agreement" and, together with the MLB&T Note Purchase Agreement, the "Note Purchase Agreements"), between the Seller and MLBUSA. The Notes will be issued pursuant to the Indenture, dated as of August 1, 2000 (the "Indenture"), between the Trust and The Bank of Tokyo-Mitsubishi Trust Company (the "Indenture Trustee"). Concurrently with the issuance and sale of the Notes as contemplated herein, the Trust will issue 5.960% Asset Backed Certificates $144,000,015.15 aggregate principal amount of certificates of beneficial interest (the "Certificates"), each representing an interest in a combined amount the property of $15,500,000 the Trust (the "Trust Property"). The Seller will retain the Certificates. The Certificates will be issued pursuant to the Seller. The Underwritten Notes Amended and the Class B Notes are sometimes referred to herein as the "Securities." Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be Restated Trust Agreement, dated as of March August 1, 1999 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, 1999 (as amended and supplemented from time to time, the "Trust Agreement"), between the Seller and The Bank of New YorkWilmington Trust Company, as owner trustee (the "Owner Trustee"). The Certificates will be subordinated to the Notes.

Xxxxxxxxxxxx. Xxxx Xxxxxxxbles II Inc., a Delaware corporation XXX XX Xxxxxxxxxx XXX (the "SellerDepositor"), ) proposes to cause Case Equipment Receivables BMW Vehicle Owner Trust 19992001-A (the "Trust") to issue and sell $75,550,000 ___________ principal amount of its _____% Class A-1 4.950% Asset Backed Notes (the "Class A-1 Notes"), $294,000,000 ___________ principal amount of its _____% Class A-2 5.285% Asset Backed Notes (the "Class A-2 Notes"), $137,000,000 ___________ principal amount of its _____% Class A-3 5.600% Asset Backed Notes (the "Class A-3 Notes") and ), $221,950,000 ___________ principal amount of its _____% Class A-4 5.770% 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 ") and $________ principal amount of its ______% Class B Notes (the "Underwritten Class B Notes" and together with the Class A Notes, the "Notes"), ) to the several Class A Note Underwriters named in underwriters set forth on Schedule I hereto (collectivelyeach, the an "UnderwritersUnderwriter"), for whom you are acting as representative (the "Representative"). The assets of the Trust include, among other things, a pool of retail installment sale contracts and full payout leases (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 Case Credit Corporation, a Delaware corporation ("Case Credit"). The Underwritten Notes will be issued pursuant to the Indenture to be an Indenture, dated as of March 1_____ __, 1999 2001 (as amended and supplemented from time to time, the "Indenture"), between the Trust and Harris Trust and Savings Bank The Chase Manhattan Bank, as indenture trustee (in such capacity, the "Indenture Trustee"). Xxmultaneously with the issuance and sale The assets of the Underwritten Notes as contemplated in this Agreement, the Trust will (i) issue $31,000,000 principal amount include, among other things, a pool of 5.960% Class B Asset Backed Notes motor vehicle retail installment sale contracts transferred to the Trust on the Closing Date (the "Class B NotesInitial Receivables") which will be sold pursuant to an underwriting agreement dated as of the date hereof secured by new and used automobiles, motorcycles, light-duty trucks and sport utility vehicles financed thereby (the "Class B Note Underwriting AgreementInitial Vehicles"; ) and certain monies received thereunder after ________, 2001 (the "Initial Cutoff Date"), motor vehicle retail installment sale contracts transferred to the Trust after the Closing Date and prior to __________, 2001 (the "Subsequent Receivables" and together with this Agreementthe Initial Receivables, the "Underwriting AgreementsReceivables") among the Sellersecured by new and used automobiles, Case Credit motorcycles, light-duty trucks and you, as representative of the several underwriters named in Schedule I thereto, and (ii) issue 5.960% Asset Backed Certificates sport utility vehicles financed thereby (the "CertificatesSubsequent Vehicles" and together with the Initial Vehicles, the ")Vehicles") and certain monies received thereunder after the related subsequent cutoff date, in a combined amount of $15,500,000 and the other property and the proceeds thereof to be conveyed to the Seller. The Underwritten Notes and the Class B Notes are sometimes referred Trust pursuant 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_______, 1999 2001 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), ) among the Trust, the Seller and Case CreditBMW FS Financial Services NA, LLC ("BMW FS"), as servicerservicer (in such capacity, orthe "Servicer"), if not defined therein, in the Depositor and the Indenture or Trustee. Pursuant to the Sale and Servicing Agreement, the Depositor will sell the Receivables to the Trust and the Servicer will service the Receivables on behalf of the Trust. In addition, pursuant to the Owner Trust Administration Agreement to be dated as of March 1_______, 1999 2001 (the "Owner Trust Administration Agreement") among the Trust, BMW FS and the Indenture Trustee, BMW FS will agree to perform certain administrative tasks on behalf of the Trust. The Depositor will form the Trust pursuant to a Trust Agreement (as amended and supplemented from time to time, the "Trust Agreement")) to be dated as of _______, 2001 between the Seller Depositor and The Bank of New YorkWilmington Trust Company, as owner trustee (the "Owner Trustee"). The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Trust Agreement. The Depositor will acquire the Receivables from BMW FS pursuant to the terms of the Receivables Purchase Agreement (the "Second Tier Receivables Purchase Agreement") dated as of ______, 2001 between the Depositor and BMW FS. BMW FS will acquire the Receivables from BMW FS Funding Corp. ("BFFC") pursuant to the terms of the Receivables Purchase Agreement (the "First Tier Receivables Purchase Agreement") dated as of ______, 2001 between BFFC and BMW FS. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Sale and Servicing Agreement. As used herein, the term "Transaction Documents" refers to the Sale and Servicing Agreement, Indenture, Trust Agreement, First Tier Receivables Purchase Agreement, Second Tier Receivables Purchase Agreement, Owner Trust Administration Agreement and Note Depository Agreement.

Xxxxxxxxxxxx. Xxxx Xxxxxxxbles II Xxxxxxxxx Xxxxxxx Xxcurities Inc., a Delaware corporation (the "SellerDepositor")) and a wholly owned subsidiary of Citigroup Financial Products Inc., a Delaware corporation, proposes to cause Case Equipment Receivables Fifth Third Auto Trust 19992004-A (the "Trust") to issue and sell $75,550,000 141,000,000 principal amount of Class A-1 4.950its 1.3975% Asset Backed Notes Notes, Class A-1 (the "Class A-1 Notes"), $294,000,000 296,000,000 principal amount of Class A-2 5.285its 2.42% Asset Backed Notes Notes, Class A-2 (the "Class A-2 Notes"), $137,000,000 140,000,000 principal amount of Class A-3 5.600its 3.19% Asset Backed Notes Notes, Class A-3 (the "Class A-3 Notes") and $221,950,000 141,125,000 principal amount of Class A-4 5.770its 3.70% 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 "Class A Notes" or the "Underwritten Offered Notes"), ) to Citigroup Global Markets Inc. and the other several Class A Note Underwriters named in underwriters listed on Schedule I hereto (collectively, the "Underwriters"). Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, for whom you are acting as representative the Trust will issue $20,625,000 principal amount of its 3.60% Asset Backed Notes, Class B (the "RepresentativeClass B Notes" and, together with the Offered Notes, the "Notes"). The assets of Trust will also issue trust certificates (the "Certificates") representing fractional undivided equity interests in the Trust. Initially, the Class B Notes and the Certificates will be held by Fifth Third Auto Funding LLC (the "Seller"). The Trust Property will include, among other things, a pool of motor vehicle retail installment sale contracts and full payout leases retail installment loans secured by new and used automobiles and light-duty trucks, to be transferred by the Depositor to the Trust on the Closing Date (the "Receivables") secured by new or used agricultural), construction, or other equipment and the related security interests in the equipment motor vehicles financed therebythereby (the "Financed Vehicles"), certain monies received thereon after May 31, 2004 (the "Cutoff Date"), insurance proceeds and liquidation proceeds with respect thereto, the related Receivables Files, amounts on deposit from time to time in the Trust Accounts and the proceeds of the foregoing. The Receivables were have been originated or purchased by Fifth Third Bank, a Michigan banking corporation ("Fifth Third (Michigan)") and will initially be sold to the Trust by Seller pursuant to the Transfer and Sale Agreement dated as of June 1, 2004 (the "Transfer and Sale Agreement") between Fifth Third (Michigan) and the Seller. The Seller will then convey the Receivables are to the Depositor pursuant to the Receivables Purchase Agreement dated as of June 1, 2004 (the "Receivables Purchase Agreement") between the Seller and the Depositor. The Receivables will be serviced for the Trust by Case Credit CorporationFifth Third Bank, a Delaware an Ohio banking corporation ("Case CreditFifth Third (Ohio)" and in such capacity, the "Servicer") who will also act as custodian in respect of the Receivables Files (in such capacity, the "Custodian") and as administrator with respect to the Trust (in such capacity, the "Administrator"). The Underwritten Notes will be issued pursuant to the an Indenture to be dated as of March June 1, 1999 2004 (as amended and supplemented from time to time, the "Indenture"), between the Trust and Harris Trust and Savings The Bank of New York, as indenture trustee (the "Indenture Trustee"). Xxmultaneously with the issuance and sale of the Underwritten Notes as contemplated in this Agreement, the Trust will (i) issue $31,000,000 principal amount of 5.960% Class B Asset Backed Notes (the "Class B Notes") which The Certificates will be sold issued 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 Amended and you, as representative of the several underwriters named in Schedule I thereto, and (ii) issue 5.960% Asset Backed Certificates (the "Certificates"), in a combined amount of $15,500,000 to the Seller. The Underwritten Notes and the Class B Notes are sometimes referred to herein as the "Securities." Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of March 1, 1999 (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 Restated Trust Agreement to be dated as of March June 1, 1999 2004 (as amended and supplemented from time to time, the "Trust Agreement"), between the Seller and The Bank of New YorkCitigroup Vehicle Securities Inc., as Depositor, and Wilmington Trust Company, as owner trustee (the "Owner Trustee"). Capitalized terms used and not otherwise defined herein shall have the meanings assigned thereto in the Sale and Servicing Agreement to be dated as of June 1, 2004 (the "Sale and Servicing Agreement"), among the Trust, the Seller, Fifth Third (Ohio), the Depositor and the Indenture Trustee, or, if not defined therein, in the Indenture or, if not defined therein, in the Trust Agreement.

Xxxxxxxxxxxx. XXXX Xxxx Xxxxxxxbles II Inc., a Delaware corporation Xxxxxxxxxxx Xxust (the "Seller"), proposes 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, N.A., as trustee (the "MART Trustee"), proposes, subject to the terms and conditions stated herein, to cause Case Equipment Receivables MMCA Auto Owner Trust 19992001-A 4 (the "Trust") to issue and sell to the several underwriters named in Schedule A hereto (the "Underwriters"), acting severally and not jointly, for whom J.P. Morgan Securities Inc. ("JPMorgan") is acting as representaxxxx (xxx "Representative"), $75,550,000 49,900,000 aggregate principal amount of 2.01% Class A-1 4.950% Asset Backed Notes (the "Class A-1 Notes"), $294,000,000 138,000,000 aggregate principal amount of 2.89% Class A-2 5.285% Asset Backed Notes (the "Class A-2 Notes"), $137,000,000 145,000,000 aggregate principal amount of 3.97% Class A-3 5.600% Asset Backed Notes (the "Class A-3 Notes") and ), $221,950,000 197,200,000 aggregate principal amount of 4.92% Class A-4 5.770% 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 include, among other things, a pool of retail installment sale contracts and full payout leases (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 Case Credit Corporation, a Delaware corporation ("Case Credit"). The Underwritten Notes will be issued pursuant to the Indenture to be dated as of March 1, 1999 (as amended and supplemented from time to time, the "Indenture"), between the Trust and Harris Trust and Savings Bank (the "Indenture Trustee"). Xxmultaneously with the issuance and sale of the Underwritten Notes as contemplated in this Agreement, the Trust will (i) issue $31,000,000 40,066,000 aggregate principal amount of 5.9604.84% Class B Asset Backed Notes (the "Class B Notes" and, together with the Class A Notes, the ") which Notes"). The Notes will be sold issued pursuant to an underwriting agreement the Indenture, dated as of the date hereof December 1, 2001 (the "Class B Note Underwriting AgreementIndenture"; together ), between the Trust and Bank of Tokyo-Mitsubishi Trust Company, as trustee (the "Indenture Trustee"), and will represent indebtedness of the Trust. Concurrently with this Agreementthe issuance and sale of the Notes as contemplated herein, the "Underwriting Agreements") among the Seller, Case Credit and you, as representative Trust will issue $46,231,816.25 aggregate principal amount of the several underwriters named in Schedule I thereto, and (ii) issue 5.960% Asset Backed Certificates certificates of beneficial interest (the "Certificates"), each representing an interest in a combined amount the property of $15,500,000 the Trust (the "Trust Property"). The Seller will retain the Certificates. The Certificates will be issued pursuant to the Seller. The Underwritten Notes Amended and the Class B Notes are sometimes referred to herein as the "Securities." Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be Restated Trust Agreement, dated as of March December 1, 1999 2001 (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, 1999 (as amended and supplemented from time to time, the "Trust Agreement"), between the Seller and The Bank of New YorkWilmington Trust Company, as trustee (the "Owner Trustee"). The Certificates will be subordinated to the Notes. Capitalized terms used but not defined herein have the meanings ascribed thereto in the Indenture.

Xxxxxxxxxxxx. Xxxx Xxxxxxxbles II Inc.XxxxXxxxxx Xxxxivables Corporation, a Delaware corporation (the "SellerCompany"), proposes proposes, subject to the terms and conditions stated herein, to cause Case Equipment Receivables ANRC Auto Owner Trust 19992000-A (the "Trust") to issue and sell $75,550,000 167,692,000 aggregate principal amount of 6.72462% Asset-Backed Notes, Class A-1 4.950% Asset Backed Notes (the "Class A-1 Notes"), $294,000,000 227,084,000 aggregate principal amount of 7.00% Asset-Backed Notes, Class A-2 5.285% Asset Backed Notes (the "Class A-2 Notes"), $137,000,000 196,340,000 aggregate principal amount of 7.06% Asset-Backed Notes, Class A-3 5.600% Asset Backed Notes (the "Class A-3 Notes") and $221,950,000 100,615,000 aggregate principal amount of 7.15% Asset-Backed Notes, Class A-4 5.770% 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 include, among other things, a pool of retail installment sale contracts and full payout leases (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 Case Credit Corporation, a Delaware corporation ("Case Credit"). The Underwritten Notes will be issued pursuant to the Indenture an Indenture, to be dated as of March 1August 10, 1999 2000 (as amended and supplemented from time to time, the "Indenture"), between the Trust and Harris Trust and Savings Bank The Chase Manhattan Bank, a New York banking corporation as indenture trustee (in such capacity, the "Indenture Trustee"). Xxmultaneously with the issuance and sale The assets of the Underwritten Notes as contemplated in this Agreement, the Trust will (i) issue $31,000,000 principal amount include, among other things, a pool of 5.960% Class B Asset Backed Notes motor vehicle retail installment sales contracts (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) issue 5.960% Asset Backed Certificates (the "CertificatesContracts"), in a combined amount all of $15,500,000 which are secured by new and/or used automobiles and/or light-duty trucks, all monies due on the Contracts or received thereunder after the Cut-Off Date, such Contracts to be sold to the Seller. The Underwritten Notes Trust by the Company and the Class B Notes are sometimes referred to herein as the "Securities." Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of March 1, 1999 (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 serviced for the Trust Agreement to be dated as of March 1, 1999 by AutoNation Financial Services Corp. (as amended and supplemented from time to time, the "Trust Agreement"), between the Seller and The Bank of New York, as trustee (the "Trustee").AutoNation Financial Services" NY2:\973167\01\K%WF01!.DOC\18810.0005

Xxxxxxxxxxxx. Xxxx Xxxxxxxbles Xxxeivables II Inc., a Delaware corporation (the "Seller"), proposes to cause Case Equipment Receivables Loan Trust 19991997-A B (the "Trust") to issue and sell $75,550,000 90,000,000 principal amount of Class A-1 4.9505.612% Asset Backed Notes (the "A-1 Notes"), $294,000,000 204,500,000 principal amount of Class A-2 5.2855.914% Asset Backed Notes (the "A-2 Notes"), $137,000,000 237,000,000 principal amount of Class A-3 5.6006.240% Asset Backed Notes (the "A-3 Notes") and Notes")and $221,950,000 188,591,000 principal amount of Class A-4 5.7706.410% Asset Backed Notes (the "A-4 Notes"; together with the A-1 Notes, the A-2 Notes and the A-3 Notes, the "Class A Notes" or the "Underwritten Notes"), to the several Class A Note Underwriters named in Schedule I hereto (collectively, the "Underwriters"), for whom you are acting as representative (the "Representative"). The assets of the Trust include, among other things, a pool of retail installment sale contracts and full payout leases (the "Receivables") secured by new or used agricultural, construction, agricultural or other construction equipment and the related security interests in the equipment financed thereby. The Receivables were sold to the Trust by the Seller. The Receivables are serviced for the Trust by Case Credit Corporation, a Delaware corporation corpo ration ("Case Credit"). The Underwritten Notes will be issued pursuant to the Indenture to be dated as of March September 1, 1999 1997 (as amended and supplemented from time to time, the "Indenture"), between the Trust and Harris Trust and Savings Bank (the "Indenture Trustee"). Xxmultaneously Simultaneously with the issuance and sale of the Underwritten Notes as contemplated in this Agreement, the Trust will issue (i) issue $31,000,000 34,719,000 principal amount of 5.9606.410% Class B C Asset Backed Notes (the "Class B C Notes") which will be sold pursuant to an underwriting agreement dated as of the date hereof (the "Class B C 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) issue 5.960$97,960,250.83 principal amount of Floating Rate Class B Asset Backed Notes (the "Class B Notes"), which will be sold in a private placement pursuant to a Note Purchase Agreement dated as of the date hereof (the "Class B Note Purchase Agreement"), among the Trust, Case Credit, as Servicer, and the Purchasers and Agent described therein, and (iii) $15,190,000 principal amount of 6.410% Asset Backed Certificates (the "Certificates"), each representing a fractional undivided interest in a combined amount of $15,500,000 to the Trust, which will be retained by the Seller. The Underwritten Notes and the Class B C Notes are sometimes referred to herein as the "Securities." ". Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of March September 1, 1999 1997 (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 September 1, 1999 1997 (as amended and supplemented from time to time, the "Trust Agreement"), between the Seller and The Bank of New York, as trustee (the "Trustee").

Xxxxxxxxxxxx. Xxxx Xxxxxxxbles II Inc.Xxxxxxxx Xxxxx Xxxeivables Corp., a Delaware California corporation (the "SellerCompany"), proposes proposes, subject to the terms and conditions stated herein, to cause Case Equipment the Honda Auto Receivables 2007-1 Owner Trust 1999-A (the "Trust") to issue and sell $75,550,000 319,000,000 aggregate principal amount of Class A-1 4.9505.32200% Asset Backed Notes Notes, Class A-1 (the "Class A-1 Notes"), $294,000,000 329,000,000 aggregate principal amount of Class A-2 5.2855.25% Asset Backed Notes Notes, Class A-2 (the "Class A-2 Notes"), ) $137,000,000 389,000,000 aggregate principal amount of Class A-3 5.6005.10% Asset Backed Notes Notes, Class A-3 (the "Class A-3 Notes") and $221,950,000 174,170,000 aggregate principal amount of Class A-4 5.7705.09% 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 "Class A Notes" or the "Underwritten Notes"). The Notes will be issued pursuant to the Indenture, to be dated as of February 1, 2007 (the several Class A Note Underwriters named "Indenture"), between the Trust and Citibank, N.A. (the "Indenture Trustee"). Concurrently with the issuance and sale of the Notes as contemplated herein, the Trust will issue $40,680,506.56 aggregate principal amount of certificates of beneficial interest (the "Certificates"), each representing an interest in Schedule I hereto the Owner Trust Estate. The Company will retain the Certificates. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement, to be dated February 27, 2007 (collectivelythe "Trust Agreement"), among the Company, Union Bank of California, N.A., as owner trustee (in such capacity, the "UnderwritersOwner Trustee") and Wilmington Trust Company, as Delaware trustee (in such capacity, the "Delaware Trustee"), for whom you . The Certificates are acting as representative (subordinated to the "Representative")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 full payout leases used Honda and Acura motor vehicles (the "Receivables") secured by new ), with respect to Actuarial Receivables, certain monies due thereunder on 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 Case Credit Corporation, a Delaware corporation ("Case Credit"). The Underwritten Notes will be issued pursuant to the Indenture to be dated as of March after February 1, 1999 2007 (as amended and supplemented from time to time, the "IndentureCutoff Date"), between the Trust and Harris Trust and Savings Bank (the "Indenture Trustee"). Xxmultaneously with the issuance and sale of the Underwritten Notes as contemplated in this Agreement, the Trust will (i) issue $31,000,000 principal amount of 5.960% Class B Asset Backed Notes (the "Class B Notes") which will be sold pursuant respect 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) issue 5.960% Asset Backed Certificates (the "Certificates"), in a combined amount of $15,500,000 to the Seller. The Underwritten Notes and the Class B Notes are sometimes referred to herein as the "Securities." Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of March 1, 1999 (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, 1999 (as amended and supplemented from time to time, the "Trust Agreement"), between the Seller and The Bank of New York, as trustee (the "Trustee").Simple Interest