Common use of Xxxxxxxxxxxx Clause in Contracts

Xxxxxxxxxxxx. XXX XX Xxxxxxxxxx LLC (the "Depositor") proposes to cause BMW Vehicle Owner Trust 2003-A (the "Trust") to issue and sell $380,000,000 principal amount of its 1.27% Class A-1 Notes (the "Class A-1 Notes"), $455,000,000 principal amount of its 1.45% Class A-2 Notes (the "Class A-2 Notes"), $470,000,000 principal amount of its 1.94% Class A-3 Notes (the "Class A-3 Notes"), $296,913,000 principal amount of its 2.53% Class A-4 Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes") and $32,692,000 principal amount of its 2.93% Class B Notes (the "Class B Notes" and, together with the Class A Notes, the "Notes") to the several underwriters set forth on Schedule I (each, an "Underwriter"), for whom Citigroup Global Markets Inc. is acting as representative (the "Representative"). The Notes will be issued pursuant to an Indenture, dated as of April 1, 2003 (the "Indenture"), between the Trust and Citibank, N.A., as indenture trustee (in such capacity, the "Indenture Trustee"). The assets of the Trust will include, among other things, a pool of motor vehicle retail installment sale contracts transferred to the Trust on the Closing Date referred to in Section 3(a) hereof (the "Receivables") secured by new and used automobiles, motorcycles, light-duty trucks and sport utility vehicles financed thereby (the "Vehicles") and certain monies received thereunder after the close of business on March 31, 2003 (the "Cutoff Date") and other property and proceeds thereof to be conveyed to the Trust pursuant to a Sale and Servicing Agreement, dated as of April 1, 2003 (the "Sale and Servicing Agreement"), among the Trust, BMW Financial Services NA, LLC ("BMW Financial Services"), as servicer (in such capacity, the "Servicer"), seller, administrator and custodian, the Depositor and the Indenture 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, dated as of April 1, 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 restated as of April 1, 2003 (the "Trust Agreement"), between the Depositor and Wilmington 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. XXX XX Xxxxxxxxxx LLC XLC (the "Depositor") proposes to cause BMW Vehicle Owner Trust 20032005-A (the "Trust") to issue and sell $380,000,000 324,000,000 principal amount of its 1.273.0336% Class A-1 Notes (the "Class A-1 Notes"), $455,000,000 457,000,000 principal amount of its 1.453.66% Class A-2 Notes (the "Class A-2 Notes"), $470,000,000 361,000,000 principal amount of its 1.944.04% Class A-3 Notes (the "Class A-3 Notes"), $296,913,000 264,507,000 principal amount of its 2.534.28% Class A-4 Notes (the "Class A-4 Notes" and, and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes") and $32,692,000 32,375,000 principal amount of its 2.934.43% Class B Notes (the "Class B Notes" and, and together with the Class A Notes, the "Notes") to the several underwriters set forth on Schedule I (each, an "Underwriter"), for whom Citigroup Global Markets Inc. Credit Suisse First Boston LLC is acting as representative (the "Representative"). The Notes will be issued pursuant to an Indenture, dated as of April March 1, 2003 2005 (the "Indenture"), between the Trust and CitibankJPMorgan Chase Bank, N.A., as indenture trustee (in such capacity, the "Indenture Trustee"). The assets of the Trust will include, among other things, a pool of motor vehicle retail installment sale contracts transferred to the Trust on the Closing Date referred to in Section 3(a) hereof (the "Receivables") secured by new and used automobiles, motorcycles, light-duty trucks and sport utility vehicles financed thereby (the "Vehicles") and certain monies received thereunder after the close of business on March 31February 28, 2003 2005 (the "Cutoff Date") and other property and proceeds thereof to be conveyed to the Trust pursuant to a Sale and Servicing Agreement, Agreement dated as of April March 1, 2003 2005 (the "Sale and Servicing Agreement"), among the Trust, BMW Financial Services NA, LLC ("BMW Financial Services"), as servicer (in such capacity, the "Servicer"), seller, administrator and custodian, the Depositor and the Indenture 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, Agreement dated as of April March 1, 2003 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 AgreementAgreement dated February 10, dated March 21, 20032005, as amended and restated as of April March 1, 2003 2005 (the "Trust Agreement"), between the Depositor and Wilmington 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 March 1, 2003 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 April March 1, 2003 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 XX Xxxxxxxxxx LLC Xxxxxxxxx Xxxxxxx Xxcurities Inc., a Delaware corporation (the "Depositor") and a wholly owned subsidiary of Citigroup Financial Products Inc., a Delaware corporation, proposes to cause BMW Vehicle Owner Fifth Third Auto Trust 20032004-A (the "Trust") to issue and sell $380,000,000 141,000,000 principal amount of its 1.271.3975% Asset Backed Notes, Class A-1 Notes (the "Class A-1 Notes"), $455,000,000 296,000,000 principal amount of its 1.452.42% Asset Backed Notes, Class A-2 Notes (the "Class A-2 Notes"), $470,000,000 140,000,000 principal amount of its 1.943.19% Asset Backed Notes, Class A-3 Notes (the "Class A-3 Notes"), ) and $296,913,000 141,125,000 principal amount of its 2.533.70% Asset Backed Notes, Class A-4 Notes (the "Class A-4 Notes" and, and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class A Offered Notes") to Citigroup Global Markets Inc. and the other several underwriters listed on Schedule I hereto (collectively, the "Underwriters"). Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue $32,692,000 20,625,000 principal amount of its 2.933.60% Asset Backed Notes, Class B Notes (the "Class B Notes" and, together with the Class A Offered Notes, the "Notes") to the several underwriters set forth on Schedule I (each, an "Underwriter"), for whom Citigroup Global Markets Inc. is acting as representative . The Trust will also issue trust certificates (the "RepresentativeCertificates") 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 Notes will be issued pursuant to an Indenture, dated as of April 1, 2003 (the "Indenture"), between the Trust and Citibank, N.A., as indenture trustee (in such capacity, the "Indenture Trustee"). The assets of the Trust Property will include, among other things, a pool of motor vehicle retail installment sale contracts and 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 referred to in Section 3(a) hereof (the "Receivables") secured by new and used automobiles), motorcycles, light-duty trucks and sport utility the related security interests in the motor vehicles financed thereby (the "Financed Vehicles") and ), certain monies received thereunder thereon after the close of business on March May 31, 2003 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 have been originated or purchased by Fifth Third Bank, a Michigan banking corporation ("Fifth Third (Michigan)") and other property and proceeds thereof to will initially be conveyed sold to the Trust Seller pursuant to a the Transfer and Sale and Servicing Agreement, Agreement dated as of April June 1, 2003 2004 (the "Transfer and Sale and Servicing Agreement")) between Fifth Third (Michigan) and the Seller. The Seller will then convey the Receivables to the Depositor pursuant to the Receivables Purchase Agreement dated as of June 1, among 2004 (the Trust"Receivables Purchase Agreement") between the Seller and the Depositor. The Receivables will be serviced for the Trust by Fifth Third Bank, BMW Financial Services NA, LLC an Ohio banking corporation ("BMW Financial Services"Fifth Third (Ohio), as servicer (" and in such capacity, the "Servicer"), seller, administrator and custodian) who will also act as custodian in respect of the Receivables Files (in such capacity, the Depositor "Custodian") and the Indenture Trustee. Pursuant to the Sale and Servicing Agreement, the Depositor will sell the Receivables as administrator with respect to the Trust and (in such capacity, the Servicer "Administrator"). The Notes will service the Receivables on behalf of the Trust. In addition, be issued pursuant to an Owner Trust Administration Agreement, Indenture to be dated as of April June 1, 2003 2004 (the "Owner Trust Administration AgreementIndenture"), among between the TrustTrust and The Bank of New York, BMW Financial Services and as indenture trustee (the "Indenture Trustee, BMW Financial Services will agree to perform certain administrative duties on behalf of the Trust"). The Depositor formed the Trust Certificates will be issued pursuant to a an Amended and Restated Trust AgreementAgreement to be dated as of June 1, dated March 21, 2003, 2004 (as amended and restated as of April 1supplemented from time to time, 2003 (the "Trust Agreement"), between the Depositor Citigroup Vehicle Securities Inc., as Depositor, and Wilmington 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 and not otherwise defined herein shall have the meanings set forth assigned thereto in the Sale and Servicing Agreement or to be dated as of June 1, 2004 (the Indenture, as the case may be. As used herein, the term "Transaction Documents" refers to the Sale and Servicing Agreement"), among the Trust, the IndentureSeller, 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, the Bill of Sale, the Receivables Purchase Agreement, the Owner Trust Administration Agreement and the Note Depository Agreement.

Xxxxxxxxxxxx. XXX XX Xxxxxxxxxx LLC Xxxxxxxxxxx Xxxxxxial Funding Corporation, a Nevada corporation (the "DepositorSeller") ), proposes to cause BMW Vehicle Owner Caterpillar Financial Asset Trust 20032004-A (the "Trust") to issue and sell $380,000,000 18,161,000, aggregate principal amount of its 1.273.71% Class B Asset Backed Notes (the "Class B Notes") and to sell the Class B Notes to J. P. Morgan Securities Inc. (the "Underwriter"). The assets of xxx Xxxxx xill include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be sold to the Trust by the Seller. The Receivables will be serviced for the Trust by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued pursuant to the Indenture to be dated as of May 1, 2004 (as amended and supplemented from time to time, the "Indenture"), between the Trust and U.S. Bank National Association, a national banking association (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Class B Notes as contemplated herein, the Trust will issue $183,400,000 aggregate principal amount of Class A-1 1.37040% Asset Backed Notes (the "Class A-1 Notes"), $455,000,000 164,000,000 aggregate principal amount of its 1.45% Class A-2 2.18% Asset Backed Notes (the "Class A-2 Notes"), ) and $470,000,000 283,300,000 aggregate principal amount of its 1.94% Class A-3 3.13% Asset Backed Notes (the "Class A-3 Notes"), $296,913,000 principal amount of its 2.53% Class A-4 Notes (the "Class A-4 Notes," and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 A-2 Notes, the "Class A Notes") ," and $32,692,000 principal amount of its 2.93% Class B Notes (the "Class B Notes" and, together with the Class A 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 several underwriters set forth on Schedule I (each, an "UnderwriterSecurities"), for whom Citigroup Global Markets Inc. is acting as representative each such certificate representing a fractional undivided interest in the Trust. The Class A Notes will be sold pursuant to an underwriting agreement (the "RepresentativeClass A Note Underwriting Agreement," together with this Agreement, the ")Underwriting Agreements") among the Seller, CFSC and the underwriters named in Schedule I thereto. The Notes will Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be issued pursuant to an Indenture, dated as of April May 1, 2003 2004 (the "Indenture")as amended and supplemented from time to time, between the Trust and Citibank, N.A., as indenture trustee (in such capacity, the "Indenture Trustee"). The assets of the Trust will include, among other things, a pool of motor vehicle retail installment sale contracts transferred to the Trust on the Closing Date referred to in Section 3(a) hereof (the "Receivables") secured by new and used automobiles, motorcycles, light-duty trucks and sport utility vehicles financed thereby (the "Vehicles") and certain monies received thereunder after the close of business on March 31, 2003 (the "Cutoff Date") and other property and proceeds thereof to be conveyed to the Trust pursuant to a Sale and Servicing Agreement, dated as of April 1, 2003 (the "Sale and Servicing Agreement"), among the Trust, BMW Financial Services NA, LLC ("BMW Financial Services"), as servicer (in such capacity, the "Servicer"), seller, administrator and custodian, the Depositor and the Indenture Trustee. Pursuant to the Sale and Servicing Agreement, the Depositor will sell the Receivables to the Trust Seller and the Servicer will service or, if not defined therein, in the Receivables on behalf of Indenture or the Trust. In addition, pursuant Trust Agreement to an Owner Trust Administration Agreement, be dated as of April May 1, 2003 2004 (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 restated as of April 1supplemented from time to time, 2003 (the "Trust Agreement"), between the Depositor Seller and Wilmington Trust CompanyChase Manhattan Bank USA, National Association, a national banking association as owner trustee under the Trust Agreement (the "Owner Trustee"). The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Trust Agreement. The 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. XXX XX Xxxxxxxxxx FS Securities LLC (the "Depositor") proposes to cause BMW Vehicle Owner Trust 20032002-A (the "Trust") to issue and sell $380,000,000 311,000,000 principal amount of its 1.271.91% Class A-1 Notes (the "Class A-1 Notes"), $455,000,000 358,426,000 principal amount of its 1.452.83% Class A-2 Notes (the "Class A-2 Notes"), $470,000,000 446,779,000 principal amount of its 1.943.80% Class A-3 Notes (the "Class A-3 Notes"), $296,913,000 251,253,000 principal amount of its 2.534.46% Class A-4 Notes (the "Class A-4 Notes" and, and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes") and $32,692,000 27,907,000 principal amount of its 2.934.85% Class B Notes (the "Class B Notes" and, and together with the Class A Notes, the "Notes") to the several underwriters set forth on Schedule I (each, an "Underwriter"), for whom Citigroup Global Markets Inc. is you are acting as representative (the "Representative"). The Notes will be issued pursuant to an Indenture, to be dated as of April May 1, 2003 2002 (the "Indenture"), between the Trust and Citibank, N.A.JPMorgan Chase Bank, as indenture trustee (in such capacity, the "Indenture Trustee"). The assets of the Trust will include, among other things, a pool of motor vehicle retail installment sale contracts transferred to the Trust on the Closing Date referred to in Section 3(a) hereof (the "Receivables") secured by new and used automobiles, motorcycles, light-duty trucks and sport utility vehicles financed thereby (the "Vehicles") and certain monies received thereunder after the close of business on March 31April 30, 2003 2002 (the "Cutoff Date") and other property and proceeds thereof to be conveyed to the Trust pursuant to a the Sale and Servicing Agreement, Agreement to be dated as of April May 1, 2003 2002 (the "Sale and Servicing Agreement"), ) among the Trust, BMW Financial Services NA, LLC ("BMW Financial Services"), as servicer servicer, (in such capacity, the "Servicer"), ) seller, administrator and custodiancustodian , the Depositor and the Indenture 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 the Owner Trust Administration Agreement, Agreement to be dated as of April May 1, 2003 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 duties tasks on behalf of the Trust. The Depositor formed will form the Trust pursuant to a Trust Agreement (as amended and supplemented from time to time, the "Trust Agreement") dated April 19, dated March 21, 2003, 2002 as amended and restated as of April May 1, 2003 (the "Trust Agreement"), 2002 between the Depositor and Wilmington 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 the terms of the Receivables Purchase Agreement, dated as of April 1, 2003 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, dated as of April 1, 2003 Sale (the "Bill of Sale")) dated as of May 1, 2002 between BFFC and BFFX xxd BMW Financial ServicesXxxvices. 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 beAgreement. 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 Administratxxx Agreement and the Note Depository Agreement.

Xxxxxxxxxxxx. XXX XX Xxxxxxxxxx LLC XxxxxxxXxxxxxxx Xxxxncial Services Americas LLC, a Michigan limited liability company ("DCFS" or the "Depositor") ), proposes to cause BMW Vehicle Owner DaimlerChrysler Auto Trust 20032006-A B (the "Trust") to issue and sell $380,000,000 450,000,000 principal amount of its 1.275.30% Class A-1 Notes (the "Class A-1 Asset Backed Notes"), $455,000,000 principal amount of its 1.45% Class A-2 Notes (the "Class A-2 Notes"), $470,000,000 570,000,000 principal amount of its 1.945.33% Asset Backed Notes, Class A-3 Notes (the "Class A-3 Notes"), $296,913,000 134,700,000 principal amount of its 2.535.38% Asset Backed Notes, Class A-4 Notes (the "Class A-4 Notes" and", and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes") ), and $32,692,000 45,300,000 principal amount of its 2.935.49% Asset Backed Notes, Class B Notes (the "Class B Notes" and, together with the Class A A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the "Offered Notes") ), to the several underwriters set forth on Underwriters named in Schedule I hereto (eachcollectively, an the "UnderwriterUnderwriters"), for whom Citigroup Global Markets Inc. is 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 issued pursuant to an Indenture, dated purchased by the Depositor on the Closing Date (as of April 1, 2003 (the "Indenture"), between the Trust and Citibank, N.A., as indenture trustee (in such capacity, the "Indenture Trustee"defined below). The assets of the Trust will include, among other things, a pool of motor vehicle retail installment sale contracts transferred to the Trust on the Closing Date referred to in Section 3(a) hereof (the "Receivables") secured by new and used automobiles, motorcycles, light-duty trucks and sport utility vehicles financed thereby (the "Vehicles") and certain monies received thereunder after the close of business on March 31, 2003 (the "Cutoff Date") and other property and proceeds thereof to related collateral. The Receivables will be conveyed sold to the Trust pursuant to a Sale and Servicing Agreement, dated as of April 1, 2003 (by the "Sale and Servicing Agreement"), among Depositor. The Receivables will be serviced for the Trust, BMW Financial Services NA, LLC ("BMW Financial Services"), as servicer Trust by DCFS (in such capacity, the "Servicer"). The Notes will be issued pursuant to an Indenture to be dated as of May 1, seller, administrator 2006 (as amended and custodiansupplemented from time to time, the Depositor and the Indenture Trustee. Pursuant to the Sale and Servicing Agreement"Indenture"), the Depositor will sell the Receivables to between the Trust and Citibank, N.A., as indenture trustee (the Servicer will service "Indenture Trustee"). Simultaneously with the Receivables on behalf issuance and sale of the Notes as contemplated herein, DaimlerChrysler Retail Receivables LLC, a Michigan limited liability company (the "Company") will acquire the beneficial interest in the Trust. In addition, pursuant to an Owner the Amended and Restated Trust Administration Agreement, Agreement to be dated as of April May 1, 2003 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 March 21, 2003, as amended and restated as of April 1supplemented from time to time, 2003 (the "Trust Agreement"), between among the Depositor Depositor, the Company, and Wilmington Trust CompanyChase Bank USA, National Association, as owner trustee (the "Owner Trustee"). The Certificates, each representing a fractional undivided Such beneficial interest will be entitled to the residual cash flow on the Receivables that is not required to be applied to payments on the Notes and may be in the form of certificates issued by 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 and not otherwise defined herein shall have the meanings set forth assigned thereto in the Sale and Servicing Agreement or the Indentureto be dated as of May 1, 2006 (as the case may be. As used hereinamended and supplemented from time to time, the term "Transaction Documents" refers to the Sale and Servicing Agreement"), between the IndentureTrust and DCFS, as Depositor and Servicer, or, if not defined therein, in the Indenture or the Trust Agreement. At or prior to the time when sales to purchasers of the Offered Notes were first made by the Underwriters, which was approximately 2:50 p.m. on May 11, 2006 (the "Time of Sale"), the Bill Depositor had prepared the following information (collectively, the "Time 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, at or subsequent to the Time of Sale and prior to the Closing Date (as defined below), such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and as a result investors in the Offered Notes may terminate their old "Contracts of Sale" (within the meaning of Rule 159 under the Securities Act of 1933, as amended (the "Securities Act")) for any 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 Receivables Purchase Agreement, the Owner Trust Administration Agreement Depositor and the Note Depository AgreementRepresentative 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. XXX XX Xxxxxxxxxx LLC Xxxx Receivables II Inc., a Delaware corporation (the "DepositorSeller") ), proposes to cause BMW Vehicle Owner Case Equipment Receivables Trust 20031998-A C (the "Trust") to issue and sell $380,000,000 34,125,000 principal amount of its 1.27% Class A-1 Notes (the "Class A-1 Notes"), $455,000,000 principal amount of its 1.45% Class A-2 Notes (the "Class A-2 Notes"), $470,000,000 principal amount of its 1.94% Class A-3 Notes (the "Class A-3 Notes"), $296,913,000 principal amount of its 2.53% Class A-4 Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes") and $32,692,000 principal amount of its 2.93% Class B 6.20% Asset Backed Notes (the "Class B Notes" andor the "Underwritten Notes"), together with to the several Class A NotesB Note Underwriters named in Schedule I hereto (collectively, the "Notes") to the several underwriters set forth on Schedule I (each, an "UnderwriterUnderwriters"), for whom Citigroup Global Markets Inc. is you are acting as representative (the "Representative"). The assets of the Trust include, among other things, a pool of retail installment sale contracts and low payment leases (the "Receivables") secured by new or used agricultural or construction equipment and the related security interests in the equipment financed thereby. The Receivables were sold to the Trust by the Seller. The Receivables are serviced for the Trust by Case Credit Corporation, a Delaware corporation ("Case Credit"). The Underwritten Notes will be issued pursuant to an Indenture, the Indenture to be dated as of April November 1, 2003 1998 (as amended and supplemented from time to time, the "Indenture"), between the Trust and Citibank, N.A., as indenture trustee Harris Trust and Savings Bank (in such capacity, the "Indenture Trustee"). The assets Simultaneously with the issuance and sale of the Underwritten Notes as contemplated in this Agreement, the Trust will include(i) issue $86,400,000 principal amount of Class A-1 5.42% Asset Backed Notes (the "A-1 Notes"), among other things$250,000,000 principal amount of Class A-2 5.49% Asset Backed Notes (the "A-2 Notes"), a pool $110,000,000 principal amount of motor vehicle retail installment sale contracts transferred 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 Trust on the Closing Date referred to in Section 3(a) date hereof (the "ReceivablesClass A Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") secured by new among the Seller, Case Credit and used automobilesyou, motorcyclesas representative of the several underwriters named in Schedule I thereto, light-duty trucks and sport utility vehicles financed thereby (ii) incur a deferred purchase price obligation and issue 6.20% Asset Backed Certificates (the "VehiclesCertificates") in a combined amount of $21,125,000 to the Seller. The Underwritten Notes and certain monies received thereunder after the close of business on March 31, 2003 (Class A Notes are sometimes referred to herein as the "Cutoff DateSecurities") . Capitalized terms used and other property and proceeds thereof not otherwise defined herein shall have the meanings ascribed to be conveyed to them in the Trust pursuant to a Sale and Servicing Agreement, Agreement to be dated as of April November 1, 2003 1998 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Trust, BMW Financial Services NA, LLC ("BMW Financial Services")the Seller and Case Credit, as servicer (servicer, or, if not defined therein, in such capacity, the "Servicer"), seller, administrator and custodian, the Depositor and the Indenture Trustee. Pursuant to the Sale and Servicing Agreement, the Depositor will sell the Receivables to or the Trust and the Servicer will service the Receivables on behalf of the Trust. In addition, pursuant Agreement to an Owner Trust Administration Agreement, be dated as of April November 1, 2003 1998 (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 restated as of April 1supplemented from time to time, 2003 (the "Trust Agreement"), between the Depositor Seller and Wilmington Trust CompanyThe Bank of New York, 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. XXX XX Xxxxxxxxxx Xxxxivables Corp. and Franklin Receivables LLC (together, the "Registrants") have previously filed a registration statement with the Securities and Exchange Commission relating to the issuance and sale from time to time of up to $________ of asset backed notes and/or asset backed certificates. FCC Receivables Corp. (the "DepositorSeller") proposes to cause BMW Vehicle Owner Trust 2003FRANKLIN AUTO TRUST 1998-A 1 (the "Trust") to issue and sell to Goldman, Sachs & Co. (the "Underwriter") $380,000,000 _______ principal amount of its 1.27ox xxx _____% Class Xlass A-1 Asset Backed Notes (the "Class A-1 Notes"), $455,000,000 _______ principal amount of its 1.45___% Class A-2 Asset Backed Notes (the "Class A-2 Notes"), $470,000,000 ______ principal amount of its 1.94___% Class A-3 Asset Backed Notes (the "Class A-3 Notes"), $296,913,000 ________ principal amount of its 2.53____% Class A-4 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, and together with the Class A-1 Notes, the Class A-2 Notes, Class A-3 Notes and the Class A-3 Notes, the "Class A Notes") and $32,692,000 principal amount of its 2.93% Class B Notes (the "Class B Notes" and, together with the Class A A-4 Notes, the "Notes") to the several underwriters set forth on Schedule I (each, an "Underwriter"), for whom Citigroup Global Markets Inc. is acting as representative . The Trust will also issue Asset Backed Certificates (the "Representative"). The Notes will be issued pursuant to an Indenture, dated as of April 1, 2003 (Certificates" and together with the "Indenture"), between the Trust and Citibank, N.A., as indenture trustee (in such capacityNotes, the "Indenture TrusteeSecurities")) 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 transferred to the Trust on the Closing Date referred to in Section 3(a) hereof (the "Receivables") secured by new and used automobiles, motorcycles, light-duty automobiles and light trucks and sport utility vehicles financed thereby (the "Financed Vehicles") ), and certain monies received thereunder on or after the close of business on March 31August 1, 2003 1998 (the "Cutoff Date") ), and the other property and the proceeds thereof to be conveyed to the Trust pursuant to a the Sale and Servicing Agreement, Agreement to be dated as of April August 1, 2003 1998 (the "Sale and Servicing Agreement") among Franklin Auto Trust 1998-1 (the "Trust"), among the Trust, BMW Financial Services NA, LLC Seller and Franklin Capital Corporation ("BMW Financial ServicesFranklin Capital"), as servicer (in such capacity, the "Servicer") and as representative (the "Representative"), seller, administrator and custodian, the Depositor and the Indenture Trustee. Pursuant to the Sale and Servicing Agreement, the Depositor Seller 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 the Sale and Servicing Agreement, dated as of April 1, 2003 (the "Owner Trust Administration Agreement"), among the Trust, BMW Financial Services and the Indenture Trustee, BMW Financial Services Servicer will agree to perform certain administrative duties tasks on behalf of the TrustTrust imposed on the Trust under the Indenture. The Depositor formed Notes will be issued pursuant to the Indenture to be dated as of August 1, 1998 (as amended and supplemented from time to time, the "Indenture"), between the Trust and ________________ (the "Trustee"). The Representative will cause the Seller to form the Trust pursuant to a Trust Agreement, dated March 21, 2003, as amended and restated as of April 1, 2003 Agreement (the "Trust Agreement")) to be dated as of August 1, 1998 between the Depositor Seller and Wilmington 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 Receivables were originated or acquired by the Representative. The Representative will acquire sell the Receivables from BMW Financial Services owned by it to the Seller pursuant to a Receivables the terms of the Loan Purchase Agreement (the "Loan Purchase Agreement, ") dated as of April August 1, 2003 (the "Receivables Purchase Agreement"), 1998 between the Depositor Seller 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 ServicesRepresentative. Capitalized terms used but and not otherwise defined herein shall have the meanings set forth given them in the preliminary prospectus or, if not defined therein, as defined in the Sale and Servicing Agreement or the Indenture, as the case may beAgreement. As used herein, the term "Transaction Basic Documents" refers to the Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Bill of SaleSpread Account Agreement, the Receivables Guarantee Agreement, Loan Purchase Agreement, the Owner Trust Administration letter agreement in the form of Exhibit A hereto (the "Letter Agreement"), Insurance and Indemnity Agreement, Indemnification Agreement and the Note Depository Agreement.

Xxxxxxxxxxxx. XXX XX Xxxxxxxxxx LLC Xxx Xxxxxxxx Xxxxxxables LLC, a Delaware limited liability company, (the "Depositor") ), proposes to cause BMW Vehicle Owner KeyCorp Student Loan Trust 20032001-A (the "Trust") to issue and sell $380,000,000 98,000,000 principal amount of its 1.27% Floating Rate Class I-A-1 Asset Backed Notes (the "Class I-A-1 Notes"), $455,000,000 241,500,000, principal amount of its 1.45% Floating Rate Class I-A-2 (the "Class I-A-2 Notes"), $10,500,000, principal amount of its Floating Rate Class 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 "Class II-A-2 Notes"), $470,000,000 principal amount of its 1.94% Class A-3 Notes (the "Class A-3 Notes"), $296,913,000 principal amount of its 2.53% Class A-4 Notes (the "Class A-4 Notes" and, and together with the Class I-A-1 Notes, the Class I-A-2 Notes, the Class I-B Notes and the Class A-3 Notes, the "Class A Notes") and $32,692,000 principal amount of its 2.93% Class B Notes (the "Class B Notes" and, together with the Class A II-A-1 Notes, the "Notes") to the several underwriters set forth on named in Schedule I hereto (each, an the "UnderwriterUnderwriters"), for whom Citigroup Global Markets Inc. is acting as representative you (the "Representative")) are acting as representative. The Notes will be issued Trust was formed pursuant to an Indenturethe Trust Agreement, dated as of April August 20, 2001, as amended and restated by the Amended and Restated Trust Agreement, dated as of September 1, 2003 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 "IndentureEligible Lender Trustee")) and Bank One Delaware, between the Trust and Citibank, N.A.Inc., as indenture Delaware trustee (in such capacity, the "Indenture Delaware Trustee"). The assets of the Trust include certain graduate and undergraduate student loans (collectively, the "Initial Financed Student Loans"). Such Initial Financed Student Loans will include, among other things, a pool of motor vehicle retail installment sale contracts transferred to be acquired by the Trust from the Depositor on the Closing Date referred to in Section 3(a) hereof or about September 14, 2001 (the "ReceivablesClosing Date") secured ). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by new and used automobiles, motorcycles, light-duty trucks and sport utility vehicles financed thereby the United States Department of Education (the "VehiclesDepartment") (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 certain monies received thereunder after (ii) Financed Student Loans that are not reinsured by the close of business on March 31Department or any other government agency but are guaranteed by a private guarantor (collectively, 2003 ("Guaranteed Private Loans" and together with the Non-Guaranteed Private Loans, the "Cutoff DateFinanced 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 other property 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 proceeds thereof to be conveyed 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 Trust pursuant to a Sale and Servicing KBUSA Student Loan Transfer Agreement, dated as of April September 1, 2003 2001 (the "Sale and Servicing KBUSA Student Loan Transfer Agreement")) between KBUSA, among the TrustDepositor and Bank One, BMW Financial Services NANational Association, as eligible lender trustee on behalf of the Depositor (the "Depositor Eligible Lender Trustee") and will purchase a majority of the Group I Student Loans from Key Consumer QSPE LLC ("BMW Financial ServicesQSPE" and also a "), as servicer (in such capacitySeller," and collectively with KBUSA, the "ServicerSellers")) pursuant to the QSPE Student Loan Transfer Agreement (the "QSPE Student Loan Transfer Agreement," and together with the KBUSA Student Loan Transfer Agreement, sellerthe "Student Loan Transfer Agreements") dated as of September 1, administrator and custodian2001 between Key Consumer QSPE LLC, the Depositor and the Indenture Depositor Eligible Lender Trustee. Pursuant The Group I Notes will be entitled to receive payments of interest and principal primarily from the Sale and Servicing Agreement, cashflow on 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, dated as of April 1, 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 TrustGroup I Student Loans. The Depositor formed the Trust pursuant to a Trust Agreement, dated March 21, 2003, as amended and restated as of April 1, 2003 (the "Trust Agreement"), between the Depositor and Wilmington Trust Company, as owner trustee (the "Owner Trustee"). The Certificates, each representing a fractional undivided interest in the Trust, Group II Notes will be issued pursuant entitled to receive payments of interest and principal from the Trust Agreement. The Depositor will acquire cashflow on 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 AgreementGroup II Student Loans.

Xxxxxxxxxxxx. XXX XX Xxxxxxxxxx LLC XXX (the "Depositor") proposes to cause BMW Vehicle Owner Trust 20032001-A (the "Trust") to issue and sell $380,000,000 ___________ principal amount of its 1.27_____% Class A-1 Notes (the "Class A-1 Notes"), $455,000,000 ___________ principal amount of its 1.45_____% Class A-2 Notes (the "Class A-2 Notes"), $470,000,000 ___________ principal amount of its 1.94_____% Class A-3 Notes (the "Class A-3 Notes"), $296,913,000 ___________ principal amount of its 2.53_____% Class A-4 Notes (the "Class A-4 Notes" and, and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes") and $32,692,000 ________ principal amount of its 2.93______% Class B Notes (the "Class B Notes" and, and together with the Class A Notes, the "Notes") to the several underwriters set forth on Schedule I (each, an "Underwriter"), for whom Citigroup Global Markets Inc. is you are acting as representative (the "Representative"). The Notes will be issued pursuant to an Indenture, dated as of April 1_____ __, 2003 2001 (the "Indenture"), between the Trust and Citibank, N.A.The Chase Manhattan Bank, as indenture trustee (in such capacity, the "Indenture Trustee"). The assets of the Trust will include, among other things, a pool of motor vehicle retail installment sale contracts transferred to the Trust on the Closing Date referred (the "Initial Receivables") secured by new and used automobiles, motorcycles, light-duty trucks and sport utility vehicles financed thereby (the "Initial Vehicles") and certain monies received thereunder after ________, 2001 (the "Initial Cutoff Date"), motor vehicle retail installment sale contracts transferred to in Section 3(a) hereof the Trust after the Closing Date and prior to __________, 2001 (the "Subsequent Receivables" and together with the Initial Receivables, the "Receivables") secured by new and used automobiles, motorcycles, light-duty trucks and sport utility vehicles financed thereby (the "Subsequent Vehicles" and together with the Initial Vehicles, the "Vehicles") and certain monies received thereunder after the close of business on March 31related subsequent cutoff date, 2003 (and the "Cutoff Date") and other property and the proceeds thereof to be conveyed to the Trust pursuant to a the Sale and Servicing Agreement, Agreement to be dated as of April 1_______, 2003 2001 (the "Sale and Servicing Agreement"), ) among the Trust, BMW FS Financial Services NA, LLC ("BMW Financial ServicesFS"), as servicer (in such capacity, the "Servicer"), seller, administrator and custodian, the Depositor and the Indenture 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 the Owner Trust Administration Agreement, Agreement to be dated as of April 1_______, 2003 2001 (the "Owner Trust Administration Agreement"), ) among the Trust, BMW Financial Services FS and the Indenture Trustee, BMW Financial Services FS will agree to perform certain administrative duties tasks on behalf of the Trust. The Depositor formed will form the Trust pursuant to a Trust Agreement, dated March 21, 2003, Agreement (as amended and restated as of April 1supplemented from time to time, 2003 (the "Trust Agreement")) to be dated as of _______, 2001 between the Depositor and Wilmington 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 FS pursuant to a the terms of the Receivables Purchase Agreement, dated as of April 1, 2003 Agreement (the "Second Tier Receivables Purchase Agreement")) dated as of ______, 2001 between the Depositor and BMW Financial ServicesFS. BMW Financial Services FS will acquire the Receivables from BMW FS Funding Corp. ("BFFC") pursuant to a Bill the terms of Sale, the Receivables Purchase Agreement (the "First Tier Receivables Purchase Agreement") dated as of April 1______, 2003 (the "Bill of Sale"), 2001 between BFFC and BMW Financial ServicesFS. 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 beAgreement. As used herein, the term "Transaction Documents" refers to the Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Bill of Sale, the First Tier Receivables Purchase Agreement, the Second Tier Receivables Purchase Agreement, Owner Trust Administration Agreement and the Note Depository Agreement.

Xxxxxxxxxxxx. XXX XX Xxxxxxxxxx LLC Xxxx Xxxxxxxxxxx II Inc., a Delaware corporation (the "DepositorSeller") ), proposes to cause BMW Vehicle Owner Case Equipment Receivables Trust 20031999-A (the "Trust") to issue and sell $380,000,000 31,000,000 principal amount of its 1.27% Class A-1 Notes (the "Class A-1 Notes"), $455,000,000 principal amount of its 1.45% Class A-2 Notes (the "Class A-2 Notes"), $470,000,000 principal amount of its 1.94% Class A-3 Notes (the "Class A-3 Notes"), $296,913,000 principal amount of its 2.53% Class A-4 Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes") and $32,692,000 principal amount of its 2.93% Class B 5.960% Asset Backed Notes (the "Class B Notes" andor the "Underwritten Notes"), together with to the several Class A NotesB Note Underwriters named in Schedule I hereto (collectively, the "Notes") to the several underwriters set forth on Schedule I (each, an "UnderwriterUnderwriters"), for whom Citigroup Global Markets Inc. is 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 an Indenture, the Indenture to be dated as of April March 1, 2003 1999 (as amended and supplemented from time to time, the "Indenture"), between the Trust and Citibank, N.A., as indenture trustee Harris Trust and Savings Bank (in such capacity, the "Indenture Trustee"). The assets Sxxxxxxneously with the issuance and sale of the Underwritten Notes as contemplated in this Agreement, the Trust will include(i) issue $75,550,000 principal amount of Class A-1 4.950% Asset Backed Notes (the "A-1 Notes"), among other things$294,000,000 principal amount of Class A-2 5.285% Asset Backed Notes (the "A-2 Notes"), a pool $137,000,000 principal amount of motor vehicle retail installment sale contracts transferred 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 Trust on the Closing Date referred to in Section 3(a) date hereof (the "ReceivablesClass A Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") secured by new among the Seller, Case Credit and used automobilesyou, motorcyclesas representative of the several underwriters named in Schedule I thereto, light-duty trucks and sport utility vehicles financed thereby (ii) issue 5.960% Asset Backed Certificates (the "VehiclesCertificates") in a combined amount of $15,500,000 to the Seller. The Underwritten Notes and certain monies received thereunder after the close of business on March 31, 2003 (Class A Notes are sometimes referred to herein as the "Cutoff Date") Securities." Capitalized terms used and other property and proceeds thereof not otherwise defined herein shall have the meanings ascribed to be conveyed to them in the Trust pursuant to a Sale and Servicing Agreement, Agreement to be dated as of April March 1, 2003 1999 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Trust, BMW Financial Services NA, LLC ("BMW Financial Services")the Seller and Case Credit, as servicer (servicer, or, if not defined therein, in such capacity, the "Servicer"), seller, administrator and custodian, the Depositor and the Indenture Trustee. Pursuant to the Sale and Servicing Agreement, the Depositor will sell the Receivables to or the Trust and the Servicer will service the Receivables on behalf of the Trust. In addition, pursuant Agreement to an Owner Trust Administration Agreement, be dated as of April March 1, 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 1999(as amended and restated as of April 1supplemented from time to time, 2003 (the "Trust Agreement"), between the Depositor Seller and Wilmington Trust CompanyThe Bank of New York, 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. XXX XX Xxxxxxxxxx LLC XXXX Xxxx Xxxxxxxxxxx Xxust (the "DepositorSeller"), 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") proposes and Chase Manhattan Bank USA, N.A., as trustee (the "MART Trustee"), proposes, subject to the terms and conditions stated herein, to cause BMW Vehicle MMCA Auto Owner Trust 20032001-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"), $380,000,000 222,000,000 aggregate principal amount of its 1.272.47% Class A-1 Asset Backed Notes (the "Class A-1 Notes"), $455,000,000 244,000,000 aggregate principal amount of its 1.45% Floating Rate Class A-2 Asset Backed Notes (the "Class A-2 Notes"), $470,000,000 437,000,000 aggregate principal amount of its 1.94% Floating Rate Class A-3 Asset Backed Notes (the "Class A-3 Notes"), $296,913,000 399,400,000 aggregate principal amount of its 2.53% Floating Rate Class A-4 Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes") and $32,692,000 98,440,000 aggregate principal amount of its 2.93% Floating Rate Class B Asset Backed Notes (the "Class B Notes" and, together with the Class A Notes, the "Notes") to the several underwriters set forth on Schedule I (each, an "Underwriter"), for whom Citigroup Global Markets Inc. is acting as representative (the "Representative"). The Notes will be issued pursuant to an the Indenture, dated as of April October 1, 2003 2001 (the "Indenture"), between the Trust and Citibank, N.A.The Bank of Tokyo-Mitsubishi Trust Company, as indenture trustee (in such capacity, the "Indenture Trustee"), and will represent indebtedness of the Trust. The assets Concurrently with the issuance and sale of the Notes as contemplated herein, the Trust will issue $113,618,915.95 aggregate principal amount of certificates of beneficial interest (the "Certificates"), each representing an interest in the property of the Trust will include, among other things, a pool of motor vehicle retail installment sale contracts transferred to the Trust on the Closing Date referred to in Section 3(a) hereof (the "ReceivablesTrust Property") secured by new ). The Seller will retain the Certificates. The Certificates will be issued pursuant to the Amended and used automobilesRestated Trust Agreement, motorcyclesdated as of October 1, light-duty trucks and sport utility vehicles financed thereby 2001 (the "VehiclesTrust Agreement") ), between the Seller and certain monies received thereunder after the close of business on March 31Wilmington Trust Company, 2003 as trustee (the "Cutoff DateOwner Trustee") and other property and proceeds thereof to ). The Certificates will be conveyed subordinated to the Trust pursuant to a Notes. Capitalized terms used but not defined herein have the meanings ascribed thereto in the Sale and Servicing Agreement, dated as of April October 1, 2003 2001 (the "Sale and Servicing Agreement"), among the Trust, BMW Financial Services NA, LLC ("BMW Financial Services"), as servicer (in such capacity, the "Servicer"), seller, administrator and custodian, the Depositor and the Indenture Trustee. Pursuant to the Sale and Servicing Agreement, the Depositor will sell the Receivables to the Trust Seller and the Servicer will service or, if not defined therein, in the Receivables on behalf of the Trust. In additionIndenture, pursuant to an Owner Trust Administration Agreement, dated as of April 1, 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 restated as of April 1, 2003 (Agreement or the "Trust Agreement"), between the Depositor and Wilmington 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 October 1, 2003 2001 (the "Receivables Purchase Agreement"), between MMCA, as seller, and the Depositor and BMW Financial Services. BMW Financial Services will acquire the Receivables from BMW FS Funding Corp. ("BFFC") pursuant to a Bill of SaleSeller, 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 Indenturepurchaser, 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 XX Xxxxxxxxxx LLC XXXX Xxxx Xxxxxxxxxxx Xxust (the "DepositorSeller"), 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") proposes and Chase Manhattan Bank USA, N.A., as trustee (the "MART Trustee"), proposes, subject to the terms and conditions stated herein, to cause BMW Vehicle MMCA Auto Owner Trust 20032001-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"), $380,000,000 49,900,000 aggregate principal amount of its 1.272.01% Class A-1 Asset Backed Notes (the "Class A-1 Notes"), $455,000,000 138,000,000 aggregate principal amount of its 1.452.89% Class A-2 Asset Backed Notes (the "Class A-2 Notes"), $470,000,000 145,000,000 aggregate principal amount of its 1.943.97% Class A-3 Asset Backed Notes (the "Class A-3 Notes"), $296,913,000 197,200,000 aggregate principal amount of its 2.534.92% Class A-4 Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes") and $32,692,000 40,066,000 aggregate principal amount of its 2.934.84% Class B Asset Backed Notes (the "Class B Notes" and, together with the Class A Notes, the "Notes") to the several underwriters set forth on Schedule I (each, an "Underwriter"), for whom Citigroup Global Markets Inc. is acting as representative (the "Representative"). The Notes will be issued pursuant to an the Indenture, dated as of April December 1, 2003 2001 (the "Indenture"), between the Trust and Citibank, N.A.Bank of Tokyo-Mitsubishi Trust Company, as indenture trustee (in such capacity, the "Indenture Trustee"), and will represent indebtedness of the Trust. The assets Concurrently with the issuance and sale of the Notes as contemplated herein, the Trust will issue $46,231,816.25 aggregate principal amount of certificates of beneficial interest (the "Certificates"), each representing an interest in the property of the Trust will include, among other things, a pool of motor vehicle retail installment sale contracts transferred to the Trust on the Closing Date referred to in Section 3(a) hereof (the "ReceivablesTrust Property") secured by new and used automobiles, motorcycles, light-duty trucks and sport utility vehicles financed thereby (). The Seller will retain the "Vehicles") and certain monies received thereunder after the close of business on March 31, 2003 (the "Cutoff Date") and other property and proceeds thereof to Certificates. The Certificates will be conveyed issued pursuant to the Amended and Restated Trust pursuant to a Sale and Servicing Agreement, dated as of April December 1, 2003 (the "Sale and Servicing Agreement"), among the Trust, BMW Financial Services NA, LLC ("BMW Financial Services"), as servicer (in such capacity, the "Servicer"), seller, administrator and custodian, the Depositor and the Indenture 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, dated as of April 1, 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 restated as of April 1, 2003 2001 (the "Trust Agreement"), between the Depositor Seller and Wilmington Trust Company, as owner trustee (the "Owner Trustee"). The Certificates, each representing a fractional undivided interest in the Trust, Certificates will be issued pursuant subordinated 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 ServicesNotes. Capitalized terms used but not otherwise defined herein shall have the meanings set forth ascribed thereto 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 XX Xxxxxxxxxx LLC Xxx Xxxx XXX, National Association, a national banking association (the "DepositorKBUSA") ), proposes to cause BMW Vehicle Owner KeyCorp Student Loan Trust 20031999-A B (the "Trust") to issue and sell $380,000,000 280,000,000 principal amount of its 1.27% Floating Rate Class A-1 Asset Backed Notes (the "Class A-1 Notes"), $455,000,000 625,000,000 principal amount of its 1.45% Floating Rate Class A-2 Asset Backed Notes, "), and $30,000,000 principal amount of its Floating Rate Class M Asset Backed Notes (the "Class A-2 Notes"), $470,000,000 principal amount of its 1.94% Class A-3 Notes (the "Class A-3 Notes"), $296,913,000 principal amount of its 2.53% Class A-4 Notes (the "Class A-4 M Notes" and, and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes") and $32,692,000 principal amount of its 2.93% Class B Notes (the "Class B Notes" and, together with the Class A A-2 Notes, the "Notes") ), to the several underwriters set forth on named in Schedule I hereto (each, an the "UnderwriterUnderwriters"), for whom Citigroup Global Markets Inc. is acting as representative you (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, two pools of graduate and undergraduate student loans (collectively, the "Initial Financed Student Loans") and certain monies due thereunder on and after September 1, 1999, with respect to certain of the Initial Financed Student Loans, and September 27, 1999, with respect to certain other Initial Financed Student Loans (collectively, the "Cutoff Date"). 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"), and KBUSA, as administrator (in such capacity, the "Administrator"). The 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 an Indenture, the Indenture to be dated as of April September 1, 2003 1999 (as amended and supplemented from time to time, the "Indenture"), between the Trust and CitibankBankers Trust Company, N.A., as indenture trustee a New York banking corporation (in such capacity, the "Indenture Trustee"). The assets of the Trust will include, among other things, a pool of motor vehicle retail installment sale contracts transferred to the Trust on After the Closing Date referred to in Section 3(a) hereof (the "Receivables") secured by new and used automobiles, motorcycles, light-duty trucks and sport utility vehicles financed thereby (the "Vehicles") and certain monies received thereunder after the close of business on March 31, 2003 (the "Cutoff Date") and other property and proceeds thereof to be conveyed to the Trust pursuant to a Sale and Servicing Agreement, dated as of April 1, 2003 (the "Sale and Servicing Agreement"defined below), among the TrustEligible Lender Trustee, BMW Financial Services NA, LLC ("BMW Financial Services"), as servicer (in such capacity, the "Servicer"), seller, administrator and custodian, the Depositor and the Indenture Trustee. Pursuant to the Sale and Servicing Agreement, the Depositor will sell the Receivables to the Trust and the Servicer will service the Receivables acting on behalf of the Trust, will acquire certain additional student loans, identified in the Sale and Servicing Agreement on or prior to 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, pursuant to an Owner Trust Administration Agreement, dated as of April 1, 2003 (the "Owner Trust Administration Agreement"), among the Trust, BMW Financial Services and the Indenture Trustee, BMW Financial Services Administrator 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 restated as of April 1, 2003 (the "Trust Agreement"), between the Depositor and Wilmington 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 Administration Agreement, dated as of April September 1, 2003 1999 (as amended and supplemented from time to time, the "Receivables Purchase Administration Agreement"), between among the Depositor Indenture Trustee, the Trust and BMW Financial Servicesthe Administrator. BMW Financial Services The Trust will acquire the Receivables from BMW FS Funding Corp. ("BFFC") pursuant also be a party to a Bill of Sale, dated as of April 1, 2003 that certain cap agreement (the "Bill of SaleCap Agreement") between the Trust and KBUSA, as cap provider (in such capacity, the "Cap Provider"), between BFFC and BMW Financial Services. Capitalized terms used but not otherwise defined herein shall have whereunder the meanings set forth Noteholders will be entitled, subject to the limitations of the Cap Agreement, to receive payments from the Cap Provider in the Sale amount of any of any Noteholders' Interest Index Carryover for such Class of Notes and Servicing Agreement or the IndentureCap Provider will receive reimbursement for such payments on subsequent Distribution Dates, as the case may be. As used herein, the term "Transaction Documents" refers but only to the extent funds are available therefor on a subordinated basis. 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 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 Representative. Capitalized terms used and not otherwise defined herein shall have the meanings given them in Appendix A attached hereto.

Xxxxxxxxxxxx. XXX XX Xxxxxxxxxx LLC XXXX Auto Receivables Trust (the "DepositorSeller"), 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") proposes 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 BMW Vehicle MMCA Auto Owner Trust 20032000-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"), $380,000,000 125,000,000 aggregate principal amount of its 1.276.72813% Class A-1 Asset Backed Notes (the "Class A-1 Notes"), $455,000,000 300,000,000 aggregate principal amount of its 1.456.72% Class A-2 Asset Backed Notes (the "Class A-2 Notes"), $470,000,000 260,000,000 aggregate principal amount of its 1.946.78% Class A-3 Asset Backed Notes (the "Class A-3 Notes"), ) and $296,913,000 174,467,000 aggregate principal amount of its 2.536.86% Class A-4 Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes") ). Concurrently with the issuance and sale of the Class A Notes as contemplated herein, the Trust will issue $32,692,000 65,339,000 aggregate principal amount of its 2.937.42% Class B Asset Backed Notes (the "Class B Notes" and, together with the Class A Notes, the "Notes") ). The Class B Notes will be sold pursuant to a Class B Underwriting Agreement, dated November 10, 2000 (the several underwriters set forth on Schedule I (each, an "UnderwriterClass B Underwriting Agreement"), for whom Citigroup Global Markets Inc. is acting as representative between the Seller and Salomon (the "RepresentativeClass B Underwriter"). The Notes will be issued pursuant to an the Indenture, dated as of April November 1, 2003 2000 (the "Indenture"), between the Trust and Citibank, N.A., as indenture trustee The Bank of Tokyo-Mitsubishi Trust Company (in such capacity, the "Indenture Trustee"). The assets Concurrently with the issuance and sale of the Notes as contemplated herein, the Trust will issue $80,418,606 aggregate principal amount of certificates (the "Certificates"), each representing an interest in the property of the Trust will include, among other things, a pool of motor vehicle retail installment sale contracts transferred to the Trust on the Closing Date referred to in Section 3(a) hereof (the "ReceivablesTrust Property") secured by new and used automobiles, motorcycles, light-duty trucks and sport utility vehicles financed thereby (). The Seller will retain the "Vehicles") and certain monies received thereunder after the close of business on March 31, 2003 (the "Cutoff Date") and other property and proceeds thereof to Certificates. The Certificates will be conveyed issued pursuant to the Amended and Restated Trust pursuant to a Sale and Servicing Agreement, dated as of April November 1, 2003 (the "Sale and Servicing Agreement"), among the Trust, BMW Financial Services NA, LLC ("BMW Financial Services"), as servicer (in such capacity, the "Servicer"), seller, administrator and custodian, the Depositor and the Indenture 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, dated as of April 1, 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 restated as of April 1, 2003 2000 (the "Trust Agreement"), between the Depositor Seller and Wilmington Trust Company, as owner trustee (the "Owner Trustee"). The Certificates, each representing a fractional undivided interest in the Trust, Certificates will be issued pursuant subordinated 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 AgreementNotes.

Xxxxxxxxxxxx. XXX XX Xxxxxxxxxx LLC XXXX Xxxx Xxxxxxxxxxx Trust (the "DepositorSeller"), 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") proposes and Chase Manhattan Bank Delaware, as trustee (the "Seller Trustee"), proposes, subject to the terms and conditions stated herein, to cause BMW Vehicle MMCA Auto Owner Trust 20032000-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"), $380,000,000 117,000,000 aggregate principal amount of its 1.277.55% Class B Asset Backed Notes (the "Underwritten Notes"). Concurrently with the issuance and sale of the Underwritten Notes as contemplated herein, the Trust will issue: (i) $165,000,000 aggregate principal amount of 6.72625% Class A-1 Asset Backed Notes (the "Class A-1 Notes"), $455,000,000 350,000,000 aggregate principal amount of its 1.456.95% Class A-2 Asset Backed Notes (the "Underwritten Class A-2 Notes"), $470,000,000 240,000,000 aggregate principal amount of its 1.947.00% Class A-3 Asset Backed Notes (the "Underwritten Class A-3 Notes"), and $296,913,000 384,000,000 aggregate principal amount of its 2.537.08% 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") 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 A-3 Notes"). The Underwritten Class A Notes will be sold pursuant to a Class A Underwriting Agreement, dated August 10, 2000 (the "Class A Underwriting Agreement"), between the Seller and Salomon, as representative of the underwriters named therein (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 $32,692,000 principal amount of its 2.93% the Direct Purchase Class B A-3 Notes (the "Class B Direct Purchase Notes" and, together with the Class A 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 several underwriters set forth on Schedule I (each, an "UnderwriterMLB&T Note Purchase Agreement"), for whom Citigroup Global Markets Inc. is acting as representative 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 "RepresentativeMLBUSA 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 an the Indenture, dated as of April August 1, 2003 2000 (the "Indenture"), between the Trust and Citibank, N.A., as indenture trustee The Bank of Tokyo-Mitsubishi Trust Company (in such capacity, the "Indenture Trustee"). The assets Concurrently with the issuance and sale of the Notes as contemplated herein, the Trust will issue $144,000,015.15 aggregate principal amount of certificates of beneficial interest (the "Certificates"), each representing an interest in the property of the Trust will include, among other things, a pool of motor vehicle retail installment sale contracts transferred to the Trust on the Closing Date referred to in Section 3(a) hereof (the "ReceivablesTrust Property") secured by new and used automobiles, motorcycles, light-duty trucks and sport utility vehicles financed thereby (). The Seller will retain the "Vehicles") and certain monies received thereunder after the close of business on March 31, 2003 (the "Cutoff Date") and other property and proceeds thereof to Certificates. The Certificates will be conveyed issued pursuant to the Amended and Restated Trust pursuant to a Sale and Servicing Agreement, dated as of April August 1, 2003 (the "Sale and Servicing Agreement"), among the Trust, BMW Financial Services NA, LLC ("BMW Financial Services"), as servicer (in such capacity, the "Servicer"), seller, administrator and custodian, the Depositor and the Indenture 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, dated as of April 1, 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 restated as of April 1, 2003 2000 (the "Trust Agreement"), between the Depositor Seller and Wilmington Trust Company, as owner trustee (the "Owner Trustee"). The Certificates, each representing a fractional undivided interest in the Trust, Certificates will be issued pursuant subordinated 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 AgreementNotes.

Xxxxxxxxxxxx. XXX XX Xxxxxxxxxx LLC Xxxxxxxx Xxxxx Xxxeivables Corp., a California corporation (the "DepositorCompany") proposes ), proposes, subject to the terms and conditions stated herein, to cause BMW Vehicle the Honda Auto Receivables 2007-1 Owner Trust 2003-A (the "Trust") to issue and sell $380,000,000 319,000,000 aggregate principal amount of its 1.275.32200% Asset Backed Notes, Class A-1 Notes (the "Class A-1 Notes"), $455,000,000 329,000,000 aggregate principal amount of its 1.455.25% Asset Backed Notes, Class A-2 Notes (the "Class A-2 Notes"), ) $470,000,000 389,000,000 aggregate principal amount of its 1.945.10% Asset Backed Notes, Class A-3 Notes (the "Class A-3 Notes"), ) and $296,913,000 174,170,000 aggregate principal amount of its 2.535.09% Asset Backed Notes, Class A-4 Notes (the "Class A-4 Notes" and, and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes") and $32,692,000 principal amount of its 2.93% Class B Notes (the "Class B Notes" and, together with the Class A Notes, the "Notes") to the several underwriters set forth on Schedule I (each, an "Underwriter"), for whom Citigroup Global Markets Inc. is acting as representative (the "Representative"). The Notes will be issued pursuant to an the Indenture, to be dated as of April February 1, 2003 2007 (the "Indenture"), between the Trust and Citibank, N.A. (the "Indenture Trustee"). Concurrently with the issuance and sale of the Notes as contemplated herein, the Trust will issue $40,680,506.56 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 February 27, 2007 (the "Trust Agreement"), among the Company, Union Bank of California, N.A., as indenture owner trustee (in such capacity, the "Indenture Owner Trustee") and Wilmington Trust Company, as Delaware trustee (in such capacity, the "Delaware Trustee"). The Certificates are subordinated to the Notes. The assets of the Trust will include, among other things, a pool of motor vehicle retail installment sale and conditional sale contracts transferred to the Trust on the Closing Date referred to in Section 3(a) hereof secured by new and used Honda and Acura motor vehicles (the "Receivables") secured by new and used automobiles), motorcycleswith respect to Actuarial Receivables, light-duty trucks and sport utility vehicles financed thereby (the "Vehicles") and certain monies received due thereunder on or after the close of business on March 31February 1, 2003 2007 (the "Cutoff Date") and other property and proceeds thereof to be conveyed to the Trust pursuant to a Sale and Servicing Agreement, dated as of April 1, 2003 (the "Sale and Servicing Agreement"), among the Trust, BMW Financial Services NA, LLC ("BMW Financial Services"), as servicer (in such capacity, the "Servicer"), seller, administrator and custodian, the Depositor and the Indenture Trustee. Pursuant with respect 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, dated as of April 1, 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 restated as of April 1, 2003 (the "Trust Agreement"), between the Depositor and Wilmington 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.Simple Interest

Xxxxxxxxxxxx. XXX XX Xxxxxxxxxx LLC Xxxxxxxx Honda Receivables Corp., a California corporation (the "DepositorCompany") proposes ), proposes, subject to the terms and conditions stated herein, to cause BMW Vehicle the Honda Auto Receivables 2002-3 Owner Trust 2003-A (the "Trust") to issue and sell $380,000,000 285,500,000 aggregate principal amount of its 1.271.8225% Asset Backed Notes, Class A-1 Notes (the "Class A-1 Notes"), $455,000,000 261,000,000 aggregate principal amount of its 1.452.26% Asset Backed Notes, Class A-2 Notes (the "Class A-2 Notes"), $470,000,000 290,000,000 aggregate principal amount of its 1.943.00% Asset Backed Notes, Class A-3 Notes (the "Class A-3 Notes"), ) and $296,913,000 167,750,000 aggregate principal amount of its 2.533.61% Asset Backed Notes, Class A-4 Notes (the "Class A-4 Notes" and, and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes") and $32,692,000 principal amount of its 2.93% Class B Notes (the "Class B Notes" and, together with the Class A Notes, the "Notes") to the several underwriters set forth on Schedule I (each, an "Underwriter"), for whom Citigroup Global Markets Inc. is acting as representative (the "Representative"). The Notes will be issued pursuant to an the Indenture, to be dated as of April July 1, 2003 2002 (the "Indenture"), between the Trust and Citibank, N.A., as indenture trustee U.S. Bank National Association (in such capacity, the "Indenture 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 motor vehicle retail installment sale and conditional sale contracts transferred to the Trust on the Closing Date referred to in Section 3(a) hereof secured by new and used Honda and Acura motor vehicles (the "Receivables") secured by new and used automobiles), motorcycleswith respect to Actuarial Receivables, light-duty trucks and sport utility vehicles financed thereby (the "Vehicles") and certain monies received due thereunder on or after the close of business on March 31July 1, 2003 2002 (the "Cutoff Date") ), and other property and proceeds thereof with respect to Simple Interest Receivables, certain monies due or received thereunder on or after the Cutoff Date, such Receivables to be conveyed sold to the Trust pursuant to a Sale and Servicing Agreement, dated as of April 1, 2003 (the "Sale and Servicing Agreement"), among the Trust, BMW Financial Services NA, LLC ("BMW Financial Services"), as servicer (in such capacity, the "Servicer"), seller, administrator and custodian, the Depositor and the Indenture 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, dated as of April 1, 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 restated as of April 1, 2003 (the "Trust Agreement"), between the Depositor and Wilmington 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. XXX XX Xxxxxxxxxx LLC (the "Depositor") proposes to cause BMW Vehicle Owner Trust 20032006-A (the "Trust") to issue and sell $380,000,000 323,000,000 principal amount of its 1.275.36344% Class A-1 Notes (the "Class A-1 Notes"), $455,000,000 308,000,000 principal amount of its 1.455.30% Class A-2 Notes (the "Class A-2 Notes"), $470,000,000 280,000,000 principal amount of its 1.945.13% Class A-3 Notes (the "Class A-3 Notes"), $296,913,000 173,044,000 principal amount of its 2.535.07% Class A-4 Notes (the "Class A-4 Notes" and, and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes") and $32,692,000 24,952,000 principal amount of its 2.935.19% Class B Notes (the "Class B Notes" and, and together with the Class A Notes, the "Notes") to the several underwriters set forth on Schedule I (each, an "Underwriter"), for whom Citigroup Global Markets Barclays Capital Inc. is acting as representative (the "Representative"). The Notes will be issued pursuant to an Indenture, dated as of April September 1, 2003 2006 (the "Indenture"), between the Trust and Citibank, N.A.Deutsche Bank Trust Company Americas, as indenture trustee (in such capacity, the "Indenture Trustee"). The assets of the Trust will include, among other things, a pool of motor vehicle retail installment sale contracts transferred to the Trust on the Closing Date referred to in Section 3(a) hereof (the "Receivables") secured by new and used automobiles, motorcycles, light-duty trucks and sport utility vehicles financed thereby (the "Vehicles") and certain monies received thereunder after the close of business on March August 31, 2003 2006 (the "Cutoff Date") and other property and proceeds thereof to be conveyed to the Trust pursuant to a Sale and Servicing Agreement, Agreement dated as of April September 1, 2003 2006 (the "Sale and Servicing Agreement"), among the Trust, BMW Financial Services NA, LLC ("BMW Financial Services"), as servicer (in such capacity, the "Servicer"), seller, sponsor, administrator and custodian, the Depositor and the Indenture 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, Agreement dated as of April September 1, 2003 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 AgreementAgreement dated August 14, dated March 21, 20032006, as amended and restated as of April September 1, 2003 2006 (the "Trust Agreement"), between the Depositor and Wilmington 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 September 1, 2003 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 April September 1, 2003 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. XXX XX Xxxxxxxxxx LLC XXXX Xxxx Xxxxxxxxxxx Xxust (the "DepositorSeller"), 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") proposes and Chase Manhattan Bank USA, N.A., as trustee (the "MART Trustee"), proposes, subject to the terms and conditions stated herein, to cause BMW Vehicle MMCA Auto Owner Trust 20032001-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"), $380,000,000 000,000,000 aggregate principal amount of its 1.273.8975% Class A-1 Asset Backed Notes (the "Class A-1 Notes"), $455,000,000 94,000,000 aggregate principal amount of its 1.45% Floating Rate Class A-2 Asset Backed Notes (the "Class A-2 Notes"), $470,000,000 229,000,000 aggregate principal amount of its 1.94% Floating Rate Class A-3 Asset Backed Notes (the "Class A-3 Notes"), $296,913,000 150,000,000 aggregate principal amount of its 2.53% Floating Rate Class A-4 Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes") and $32,692,000 46,797,000 aggregate principal amount of its 2.935.75% Class B Asset Backed Notes (the "Class B Notes" and, together with the Class A Notes, the "Notes") to the several underwriters set forth on Schedule I (each, an "Underwriter"), for whom Citigroup Global Markets Inc. is acting as representative (the "Representative"). The Notes will be issued pursuant to an the Indenture, dated as of April June 1, 2003 2001 (the "Indenture"), between the Trust and Citibank, N.A.The Bank of Tokyo-Mitsubishi Trust Company, as indenture trustee (in such capacity, the "Indenture Trustee"), and will represent indebtedness of the Trust. The assets Concurrently with the issuance and sale of the Notes as contemplated herein, the Trust will issue $53,998,116.60 aggregate principal amount of certificates (the "Certificates"), each representing an interest in the property of the Trust will include, among other things, a pool of motor vehicle retail installment sale contracts transferred to the Trust on the Closing Date referred to in Section 3(a) hereof (the "ReceivablesTrust Property") secured by new and used automobiles, motorcycles, light-duty trucks and sport utility vehicles financed thereby (). The Seller will retain the "Vehicles") and certain monies received thereunder after the close of business on March 31, 2003 (the "Cutoff Date") and other property and proceeds thereof to Certificates. The Certificates will be conveyed issued pursuant to the Amended and Restated Trust pursuant to a Sale and Servicing Agreement, dated as of April June 1, 2003 (the "Sale and Servicing Agreement"), among the Trust, BMW Financial Services NA, LLC ("BMW Financial Services"), as servicer (in such capacity, the "Servicer"), seller, administrator and custodian, the Depositor and the Indenture 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, dated as of April 1, 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 restated as of April 1, 2003 2001 (the "Trust Agreement"), between the Depositor Seller and Wilmington Trust Company, as owner trustee (the "Owner Trustee"). The Certificates, each representing a fractional undivided interest in the Trust, Certificates will be issued pursuant subordinated 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 AgreementNotes.

Xxxxxxxxxxxx. XXX XX Xxxxxxxxxx LLC XxxxxxxXxxxxxxx Xxxxxxial Services Americas LLC, a Michigan limited liability company ("DCFS" or the "Depositor") ), proposes to cause BMW Vehicle Owner DaimlerChrysler Auto Trust 20032006-A C (the "Trust") to issue and sell $380,000,000 560,000,000 principal amount of its 1.275.25% Class A-1 Notes (the "Class A-1 Asset Backed Notes"), $455,000,000 principal amount of its 1.45% Class A-2 Notes (the "Class A-2 Notes"), $470,000,000 503,000,000 principal amount of its 1.945.02% Asset Backed Notes, Class A-3 Notes (the "Class A-3 Notes"), $296,913,000 399,100,000 principal amount of its 2.534.98% Asset Backed Notes, Class A-4 Notes (the "Class A-4 Notes" and", and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes") ), and $32,692,000 60,800,000 principal amount of its 2.935.11% Asset Backed Notes, Class B Notes (the "Class B Notes" and, together with the Class A A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the "Offered Notes") ), to the several underwriters set forth on Underwriters named in Schedule I hereto (eachcollectively, an the "UnderwriterUnderwriters"), for whom Citigroup Global Markets Inc. is 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 issued pursuant to an Indenture, dated purchased by the Depositor on the Closing Date (as of April 1, 2003 (the "Indenture"), between the Trust and Citibank, N.A., as indenture trustee (in such capacity, the "Indenture Trustee"defined below). The assets of the Trust will include, among other things, a pool of motor vehicle retail installment sale contracts transferred to the Trust on the Closing Date referred to in Section 3(a) hereof (the "Receivables") secured by new and used automobiles, motorcycles, light-duty trucks and sport utility vehicles financed thereby (the "Vehicles") and certain monies received thereunder after the close of business on March 31, 2003 (the "Cutoff Date") and other property and proceeds thereof to related collateral. The Receivables will be conveyed sold to the Trust pursuant to a Sale and Servicing Agreement, dated as of April 1, 2003 (by the "Sale and Servicing Agreement"), among Depositor. The Receivables will be serviced for the Trust, BMW Financial Services NA, LLC ("BMW Financial Services"), as servicer Trust by DCFS (in such capacity, the "Servicer"). The Notes will be issued pursuant to an Indenture to be dated as of October 1, seller, administrator 2006 (as amended and custodiansupplemented from time to time, the Depositor and the Indenture Trustee. Pursuant to the Sale and Servicing Agreement"Indenture"), the Depositor will sell the Receivables to between the Trust and Deutsche Bank Trust Company Americas, as indenture trustee (the Servicer will service "Indenture Trustee"). Simultaneously with the Receivables on behalf issuance and sale of the Notes as contemplated herein, DaimlerChrysler Retail Receivables LLC, a Michigan limited liability company (the "Company") will acquire the beneficial interest in the Trust. In addition, pursuant to an Owner the Amended and Restated Trust Administration Agreement, Agreement to be dated as of April October 1, 2003 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 March 21, 2003, as amended and restated as of April 1supplemented from time to time, 2003 (the "Trust Agreement"), between among the Depositor Depositor, the Company, and Wilmington Trust CompanyChase Bank USA, National Association, as owner trustee (the "Owner Trustee"). The Certificates, each representing a fractional undivided Such beneficial interest will be entitled to the residual cash flow on the Receivables that is not required to be applied to payments on the Notes and may be in the form of certificates issued by 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 and not otherwise defined herein shall have the meanings set forth assigned thereto in the Sale and Servicing Agreement or the Indentureto be dated as of October 1, 2006 (as the case may be. As used hereinamended and supplemented from time to time, the term "Transaction Documents" refers to the Sale and Servicing Agreement"), between the IndentureTrust and DCFS, as Depositor and Servicer, or, if not defined therein, in the Indenture or the Trust Agreement. At or prior to the time when sales to purchasers of the Offered Notes were first made by the Underwriters, which was approximately 2:39 p.m. on September 26, 2006 (the "Time of Sale"), the Bill Depositor had prepared the following information (collectively, the "Time 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, at or subsequent to the Time of Sale and prior to the Closing Date (as defined below), such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and as a result investors in the Offered Notes may terminate their old "Contracts of Sale" (within the meaning of Rule 159 under the Securities Act of 1933, as amended (the "Securities Act")) for any 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 Receivables Purchase Agreement, the Owner Trust Administration Agreement Depositor and the Note Depository AgreementRepresentative 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. XXX XX Xxxxxxxxxx Auto Lease Underwritten Funding, LLC (the "DepositorTransferor") proposes to cause BMW Vehicle Owner Volkswagen Auto Lease Trust 20032002-A (the "TrustIssuer") to issue and sell transfer $380,000,000 240,000,000 aggregate principal amount of its 1.27__% Class A-1 Notes (the "Auto Lease Asset Backed Class A-1 Notes"), $455,000,000 405,000,000 aggregate principal amount of its 1.45__% Class A-2 Notes (the "Auto Lease Asset Backed Class A-2 Notes"), $470,000,000 545,000,000 aggregate principal amount of its 1.94__% Class A-3 Notes (the "Auto Lease Asset Backed Class A-3 Notes"), and $296,913,000 310,000,000 aggregate principal amount of its 2.53__% Auto Lease Asset Backed Class A-4 Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes") and $32,692,000 principal amount of its 2.93% Class B Notes (the "Class B Notes" and, together with the Class A Notescollectively, the "Notes") ), to the several underwriters set forth on Schedule I (each, an "Underwriter" and collectively, the "Underwriters"), for whom Citigroup Global Markets Inc. is you are acting as representative (the "Representative"). The Notes will be issued pursuant to an Indenture, dated as of April 1November [ ], 2003 2002 (the "Indenture"), between the Trust Issuer and Citibank, N.A.The Bank of New York, as indenture trustee (in such capacity, the "Indenture Trustee"). The assets of the Trust will Issuer include, among other things, a pool special unit of motor vehicle retail installment sale contracts transferred to the Trust on the Closing Date referred to beneficial interest in Section 3(a) hereof VW Credit Leasing, Ltd., (the "Receivables") secured by new and used automobiles, motorcycles, light-duty trucks and sport utility vehicles financed thereby (the "Vehicles") and certain monies received thereunder after the close of business on March 31, 2003 (the "Cutoff Date") and other property and proceeds thereof to be conveyed to the Trust pursuant to a Sale and Servicing Agreement, dated as of April 1, 2003 (the "Sale and Servicing AgreementTransaction SUBI"), among which represents the Trustbeneficial interest in a portfolio of automobile leases, BMW Financial Services NAthe related leased vehicles and certain related rights. The Transaction SUBI will be sold to the Issuer by the Transferor and will be serviced for the Issuer by VW Credit, LLC Inc. ("BMW Financial ServicesVW Credit"), as servicer (in such capacity, the "Servicer"), seller, administrator and custodian, the Depositor and the Indenture 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, dated as of April 1, 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 restated as of April 1, 2003 (the "Trust Agreement"), between the Depositor and Wilmington 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 Appendix A to 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 XX Xxxxxxxxxx LLC Xxpital Receivables Inc., a Delaware corporation (the "DepositorSeller") ), proposes to cause BMW Vehicle Owner CNH Equipment Trust 20032001-A (the "Trust") to issue and sell $380,000,000 135,750,000 principal amount of its 1.274.035% Class A-1 Asset Backed Notes (the "Class A-1 Notes"), $455,000,000 273,000,000 principal amount of its 1.45% Floating Rate Class A-2 Asset Backed Notes (the "Class A-2 Notes"), $470,000,000 170,000,000 principal amount of its 1.94% Floating Rate Class A-3 Asset Backed Notes (the "Class Underwritten A-3 Notes"), $296,913,000 161,900,000 principal amount of its 2.535.38% Class A-4 Asset Backed Notes (the "Class Underwritten A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class Underwritten A-3 Notes, the "Class Underwritten A Notes") and $32,692,000 38,250,000 principal amount of its 2.935.73% Class B Asset Backed Notes (the "Class B Notes" and, "; together with the Class Underwritten A Notes, the "Underwritten Notes") ), to the several underwriters set forth on named in Schedule I hereto (eachcollectively, an the "UnderwriterUnderwriters"), for whom Citigroup Global Markets Inc. is 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 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 Notes will be issued pursuant to an Indenture, the Indenture to be dated as of April May 1, 2003 2001 (as amended and supplemented from time to time, the "Indenture"), between the Trust and CitibankBank One, N.A., as indenture trustee National Association (in such capacity, the "Indenture Trustee"). The assets Simultaneously with the issuance and sale of the Notes as contemplated in this Agreement, the Trust will include, among other things, a pool of motor vehicle retail installment sale contracts transferred to the Trust on the Closing Date referred to in Section 3(a) hereof issue Asset Backed Certificates (the "ReceivablesCertificates") secured by new ), in an amount of $20,250,000 to the Seller. The Notes and used automobiles, motorcycles, light-duty trucks and sport utility vehicles financed thereby (the Certificates are sometimes referred to herein as the "Vehicles") Securities." Capitalized terms used and certain monies received thereunder after not otherwise defined herein shall have the close of business on March 31, 2003 (meanings ascribed to them in the "Cutoff Date") and other property and proceeds thereof to be conveyed to the Trust pursuant to a Sale and Servicing Agreement, Agreement to be dated as of April May 1, 2003 2001 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Trust, BMW Financial Services NA, LLC ("BMW Financial Services")the Seller and Case Credit, as servicer (servicer, or, if not defined therein, in such capacity, the "Servicer"), seller, administrator and custodian, the Depositor and the Indenture Trustee. Pursuant to the Sale and Servicing Agreement, the Depositor will sell the Receivables to or the Trust and the Servicer will service the Receivables on behalf of the Trust. In addition, pursuant to an Owner Trust Administration Agreement, Agreement dated as of April May 1, 2003 2001 (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 restated as of April 1supplemented from time to time, 2003 (the "Trust Agreement"), between the Depositor Seller and Wilmington Trust CompanyThe Bank of New York, 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. XXX XX Xxxxxxxxxx LLC XxxxXxxxxx Xxxxivables Corporation, a Delaware corporation (the "DepositorCompany") proposes ), proposes, subject to the terms and conditions stated herein, to cause BMW Vehicle ANRC Auto Owner Trust 20032000-A (the "Trust") to issue and sell $380,000,000 167,692,000 aggregate principal amount of its 1.276.72462% Asset-Backed Notes, Class A-1 Notes (the "Class A-1 Notes"), $455,000,000 227,084,000 aggregate principal amount of its 1.457.00% Asset-Backed Notes, Class A-2 Notes (the "Class A-2 Notes"), $470,000,000 196,340,000 aggregate principal amount of its 1.947.06% Asset-Backed Notes, Class A-3 Notes (the "Class A-3 Notes"), ) and $296,913,000 100,615,000 aggregate principal amount of its 2.537.15% Asset-Backed Notes, Class A-4 Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes") and $32,692,000 principal amount of its 2.93% Class B Notes (the "Class B Notes" and, together with the Class A Notes, the "Notes") to the several underwriters set forth on Schedule I (each, an "Underwriter"), for whom Citigroup Global Markets Inc. is acting as representative (the "Representative"). The Notes will be issued pursuant to an Indenture, to be dated as of April 1August 10, 2003 2000 (the "Indenture"), between the Trust and CitibankThe Chase Manhattan Bank, N.A., a New York banking corporation as indenture trustee (in such capacity, the "Indenture Trustee"). The assets of the Trust will include, among other things, a pool of motor vehicle retail installment sale sales contracts transferred to the Trust on the Closing Date referred to in Section 3(a) hereof (the "ReceivablesContracts") ), all of which are secured by new and and/or used automobiles, motorcycles, automobiles and/or light-duty trucks and sport utility vehicles financed thereby (trucks, all monies due on the "Vehicles") and certain monies Contracts or received thereunder after the close of business on March 31Cut-Off Date, 2003 (the "Cutoff Date") and other property and proceeds thereof such Contracts to be conveyed sold to the Trust pursuant by the Company and to a Sale and Servicing Agreement, dated as of April 1, 2003 (be serviced for the "Sale and Servicing Agreement"), among the Trust, BMW Trust by AutoNation Financial Services NA, LLC ("BMW Financial Services"), as servicer (in such capacity, the "Servicer"), seller, administrator and custodian, the Depositor and the Indenture 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, dated as of April 1, 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 restated as of April 1, 2003 (the "Trust Agreement"), between the Depositor and Wilmington 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 AutoNation 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.NY2:\973167\01\K%WF01!.DOC\18810.0005

Xxxxxxxxxxxx. XXX XX Xxxxxxxxxx LLC Xxxx Xxxeivables II Inc., a Delaware corporation (the "DepositorSeller") ), proposes to cause BMW Vehicle Owner Case Equipment Loan Trust 20031997-A B (the "Trust") to issue and sell $380,000,000 90,000,000 principal amount of its 1.27% Class A-1 5.612% Asset Backed Notes (the "Class A-1 Notes"), $455,000,000 204,500,000 principal amount of its 1.45% Class A-2 5.914% Asset Backed Notes (the "Class A-2 Notes"), $470,000,000 237,000,000 principal amount of its 1.94% Class A-3 6.240% Asset Backed Notes (the "Class A-3 Notes"), Notes")and $296,913,000 188,591,000 principal amount of its 2.53% Class A-4 6.410% Asset Backed Notes (the "Class A-4 Notes" and, "; together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes") and $32,692,000 principal amount of its 2.93% Class B Notes (" or the "Class B Underwritten Notes" and"), together with to the several Class A NotesNote Underwriters named in Schedule I hereto (collectively, the "Notes") to the several underwriters set forth on Schedule I (each, an "UnderwriterUnderwriters"), for whom Citigroup Global Markets Inc. is you are acting as representative (the "Representative"). The assets of the Trust include, among other things, a pool of retail installment sale contracts (the "Receivables") secured by new or used agricultural or construction equipment and the related security interests in the equipment financed thereby. The Receivables were sold to the Trust by the Seller. The Receivables are serviced for the Trust by Case Credit Corporation, a Delaware corpo ration ("Case Credit"). The Underwritten Notes will be issued pursuant to an Indenture, the Indenture to be dated as of April September 1, 2003 1997 (as amended and supplemented from time to time, the "Indenture"), between the Trust and Citibank, N.A., as indenture trustee Harris Trust and Savings Bank (in such capacity, the "Indenture Trustee"). The assets Simultaneously with the issuance and sale of the Underwritten Notes as contemplated in this Agreement, the Trust will include, among other things, a pool issue (i) $34,719,000 principal amount of motor vehicle retail installment sale contracts transferred 6.410% Class C Asset Backed Notes (the "Class C Notes") which will be sold pursuant to an underwriting agreement dated as of the Trust on the Closing Date referred to in Section 3(a) date hereof (the "ReceivablesClass C Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") secured by new among the Seller, Case Credit and used automobilesyou, motorcyclesas representative of the several underwriters named in Schedule I thereto, light-duty trucks and sport utility vehicles financed thereby (ii) $97,960,250.83 principal amount of Floating Rate Class B Asset Backed Notes (the "VehiclesClass B Notes") and certain monies received thereunder after ), which will be sold in a private placement pursuant to a Note Purchase Agreement dated as of the close of business on March 31, 2003 date hereof (the "Cutoff DateClass 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 the Trust, which will be retained by the Seller. The Underwritten Notes and other property the Class C Notes are sometimes referred to herein as the "Securities". Capitalized terms used and proceeds thereof not otherwise defined herein shall have the meanings ascribed to be conveyed to them in the Trust pursuant to a Sale and Servicing Agreement, Agreement to be dated as of April September 1, 2003 1997 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Trust, BMW Financial Services NA, LLC ("BMW Financial Services")the Seller and Case Credit, as servicer (servicer, or, if not defined therein, in such capacity, the "Servicer"), seller, administrator and custodian, the Depositor and the Indenture Trustee. Pursuant to the Sale and Servicing Agreement, the Depositor will sell the Receivables to or the Trust and the Servicer will service the Receivables on behalf of the Trust. In addition, pursuant Agreement to an Owner Trust Administration Agreement, be dated as of April September 1, 2003 1997 (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 restated as of April 1supplemented from time to time, 2003 (the "Trust Agreement"), between the Depositor Seller and Wilmington Trust CompanyThe Bank of New York, 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. XXX XX Xxxxxxxxxx LLC Xxxx Xxxxxxxbles II Inc., a Delaware corporation (the "DepositorSeller") ), proposes to cause BMW Vehicle Owner Case Equipment Receivables Trust 20031999-A (the "Trust") to issue and sell $380,000,000 75,550,000 principal amount of its 1.27% Class A-1 4.950% Asset Backed Notes (the "Class A-1 Notes"), $455,000,000 294,000,000 principal amount of its 1.45% Class A-2 5.285% Asset Backed Notes (the "Class A-2 Notes"), $470,000,000 137,000,000 principal amount of its 1.94% Class A-3 5.600% Asset Backed Notes (the "Class A-3 Notes"), ) and $296,913,000 221,950,000 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") and $32,692,000 principal amount of its 2.93% Class B Notes (" or the "Class B Underwritten Notes" and"), together with to the several Class A NotesNote Underwriters named in Schedule I hereto (collectively, the "Notes") to the several underwriters set forth on Schedule I (each, an "UnderwriterUnderwriters"), for whom Citigroup Global Markets Inc. is 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 an Indenture, the Indenture to be dated as of April March 1, 2003 1999 (as amended and supplemented from time to time, the "Indenture"), between the Trust and Citibank, N.A., as indenture trustee Harris Trust and Savings Bank (in such capacity, the "Indenture Trustee"). The assets Xxmultaneously with the issuance and sale of the Underwritten Notes as contemplated in this Agreement, the Trust will include, among other things, a pool (i) issue $31,000,000 principal amount of motor vehicle retail installment sale contracts transferred 5.960% Class B Asset Backed Notes (the "Class B Notes") which will be sold pursuant to an underwriting agreement dated as of the Trust on the Closing Date referred to in Section 3(a) date hereof (the "ReceivablesClass B Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") secured by new among the Seller, Case Credit and used automobilesyou, motorcyclesas representative of the several underwriters named in Schedule I thereto, light-duty trucks and sport utility vehicles financed thereby (ii) issue 5.960% Asset Backed Certificates (the "VehiclesCertificates") ), in a combined amount of $15,500,000 to the Seller. The Underwritten Notes and certain monies received thereunder after the close of business on March 31, 2003 (Class B Notes are sometimes referred to herein as the "Cutoff Date") Securities." Capitalized terms used and other property and proceeds thereof not otherwise defined herein shall have the meanings ascribed to be conveyed to them in the Trust pursuant to a Sale and Servicing Agreement, Agreement to be dated as of April March 1, 2003 1999 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Trust, BMW Financial Services NA, LLC ("BMW Financial Services")the Seller and Case Credit, as servicer (servicer, or, if not defined therein, in such capacity, the "Servicer"), seller, administrator and custodian, the Depositor and the Indenture Trustee. Pursuant to the Sale and Servicing Agreement, the Depositor will sell the Receivables to or the Trust and the Servicer will service the Receivables on behalf of the Trust. In addition, pursuant Agreement to an Owner Trust Administration Agreement, be dated as of April March 1, 2003 1999 (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 restated as of April 1supplemented from time to time, 2003 (the "Trust Agreement"), between the Depositor Seller and Wilmington Trust CompanyThe Bank of New York, 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. XXX XX Xxxxxxxxxx LLC Xxxxx Xxxxxxxxx Bank USA, National Association, a national banking association (the "DepositorBank") ), proposes to cause BMW Vehicle form Chase Manhattan Auto Owner Trust 20032002-A (the "TrustTRUST") to issue and sell $380,000,000 50,600,000 aggregate principal amount of its 1.274.17% Class A-1 Notes Asset Backed Certificates (the "Class A-1 NotesCERTIFICATES"), $455,000,000 principal amount of its 1.45% Class A-2 Notes (each representing a fractional undivided interest in the "Class A-2 Notes"), $470,000,000 principal amount of its 1.94% Class A-3 Notes (the "Class A-3 Notes"), $296,913,000 principal amount of its 2.53% Class A-4 Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes") and $32,692,000 principal amount of its 2.93% Class B Notes (the "Class B Notes" and, together with the Class A Notes, the "Notes") to the several underwriters set forth on Schedule I (each, an "Underwriter"), for whom Citigroup Global Markets Inc. is acting as representative (the "Representative"). The Notes will be issued pursuant to an Indenture, dated as of April 1, 2003 (the "Indenture"), between the Trust and Citibank, N.A., as indenture trustee (in such capacity, the "Indenture Trustee")Trust. The assets of the Trust will include, among other things, a pool of motor vehicle simple interest retail installment sale sales contracts transferred to the Trust on the Closing Date referred to in Section 3(a) hereof and purchase money notes and other notes (the "ReceivablesRECEIVABLES") secured by new and used automobiles, motorcycles, light-duty trucks and sport utility vehicles financed thereby automobiles (the "VehiclesFINANCED VEHICLES") and certain monies received thereunder on or after the close opening of business on March 311, 2003 (the "Cutoff Date") and other property and proceeds thereof 2002, such Receivables to be conveyed to the Trust pursuant to a Sale and Servicing Agreement, dated as of April 1, 2003 (the "Sale and Servicing Agreement"), among the Trust, BMW Financial Services NA, LLC ("BMW Financial Services"), as servicer (in such capacity, the "Servicer"), seller, administrator and custodian, the Depositor and the Indenture Trustee. Pursuant to the Sale and Servicing Agreement, the Depositor will sell the Receivables transferred to the Trust and serviced by the Servicer will service Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables on behalf of the Trustwill equal to $2,024,000,000. In addition, The Certificates will be issued pursuant to an Owner the Amended and Restated Trust Administration Agreement, Agreement to be dated as of April March 1, 2003 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 duties on behalf of the Trust. The Depositor formed the Trust pursuant to a Trust Agreement, dated March 21, 2003, as amended and restated as of April 1supplemented from time to time, 2003 (the "Trust AgreementTRUST AGREEMENT"), between the Depositor Bank and Wilmington Trust Company, as owner trustee (the "Owner TrusteeOWNER TRUSTEE"). The CertificatesSimultaneously with the issuance and sale of the Certificates as contemplated herein, each representing a fractional undivided interest in the TrustTrust will issue $445,000,000 aggregate principal amount of Class A-1 1.9425% Asset Backed Notes (the "CLASS A-1 Notes"), will be issued $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 Trust Agreement. The Depositor will acquire the Receivables from BMW Financial Services pursuant Indenture to a Receivables Purchase Agreement, be dated as of April March 1, 2003 2002 (as amended and supplemented from time to time, the "Receivables Purchase AgreementINDENTURE"), between the Depositor Trust and BMW Financial Services. BMW Financial Services will acquire the Receivables from BMW FS Funding Corp. ("BFFC") pursuant to a Bill of SaleWells Fargo Bank Minnesota, dated National Association, as of April 1, 2003 indenture trusxxx (the "Bill of SaleINDENTURE TRUSTEE"), between BFFC which will be sold pursuant to an underwriting agreement dated the date hereof (the "NOTE UNDERWRITING AGREEMENT"; together with this Agreement, the "UNDERWRITING AGREEMENTS") among the Bank and BMW Financial Servicesthe underwriters named therein (the "NOTE UNDERWRITERS"). The Notes and the Certificates are sometimes referred to collectively herein as the "SECURITIES". Capitalized terms used but and not otherwise defined herein shall have the meanings set forth assigned to such terms in the Sale and Servicing Agreement or to be dated as of March 1, 2002 (as amended and supplemented from time to time, the Indenture"SALE AND SERVICING AGREEMENT"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the case may be. As used herein, agreement concerning the term purchase of the Certificates from the Bank by J.P. Morgan Securities Inc. (the "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 AgreementUNDERWRITER").

Xxxxxxxxxxxx. XXX XX Xxxxxxxxxx LLC Xxxx Xxxxxxxxxes II Inc., a Delaware corporation (the "DepositorSeller") ), proposes to cause BMW Vehicle Owner Case Equipment Loan Trust 20031997-A B (the "Trust") to issue and sell $380,000,000 34,719,000 principal amount of its 1.27Class C 6.410% Class A-1 Asset Backed Notes (the "Class A-1 C Notes" or the "Underwritten Notes"), $455,000,000 principal amount of its 1.45% to the several Class A-2 Notes C Note Underwriters named in Schedule I hereto (the "Class A-2 Notes"), $470,000,000 principal amount of its 1.94% Class A-3 Notes (the "Class A-3 Notes"), $296,913,000 principal amount of its 2.53% Class A-4 Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notescollectively, the "Class A Notes") and $32,692,000 principal amount of its 2.93% Class B Notes (the "Class B Notes" and, together with the Class A Notes, the "Notes") to the several underwriters set forth on Schedule I (each, an "UnderwriterUnderwriters"), for whom Citigroup Global Markets Inc. is you are acting as representative (the "Representative"). The assets of the Trust include, among other things, a pool of retail installment sale contracts (the "Receivables") secured by new or used agricultural or construction equipment and the related security interests in the equipment financed thereby. The Receivables were sold to the Trust by the Seller. The Receivables are serviced for the Trust by Case Credit Corporation, a Delaware corporation ("Case Credit"). The Underwritten Notes will be issued pursuant to an Indenture, the Indenture to be dated as of April September 1, 2003 1997 (as amended and supplemented from time to time, the "Indenture"), between the Trust and Citibank, N.A., as indenture trustee Harris Trust and Savings Bank (in such capacity, the "Indenture Trustee"). The assets Xxxxxtaneously with the issuance and sale of the Underwritten Notes as contemplated in this Agreement, the Trust will includeissue (i) $90,000,000 principal amount of Class A-1 5.612% Asset Backed Notes (the "A-1 Notes"), among other things$204,500,000 principal amount of Class A-2 5.914% Asset Backed Notes (the "A-2 Notes"), a pool $237,000,000 principal amount of motor vehicle retail installment sale contracts transferred 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 Trust on the Closing Date referred to in Section 3(a) date hereof (the "ReceivablesClass A Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") secured by new among the Seller, Case Credit and used automobilesyou, motorcyclesas representative of the several underwriters named in Schedule I thereto, light-duty trucks and sport utility vehicles financed thereby (ii) $97,960,250.83 principal amount of Floating Rate Class B Asset Backed Notes (the "VehiclesClass B Notes") and certain monies received thereunder after ), which will be sold in a private placement pursuant to a Note Purchase Agreement dated as of the close of business on March 31, 2003 date hereof (the "Cutoff DateClass 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 the Trust, which will be retained by the Seller. The Underwritten Notes and other property the Class A Notes are sometimes referred to herein as the "Securities". Capitalized terms used and proceeds thereof not otherwise defined herein shall have the meanings ascribed to be conveyed to them in the Trust pursuant to a Sale and Servicing Agreement, Agreement to be dated as of April September 1, 2003 1997 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Trust, BMW Financial Services NA, LLC ("BMW Financial Services")the Seller and Case Credit, as servicer (servicer, or, if not defined therein, in such capacity, the "Servicer"), seller, administrator and custodian, the Depositor and the Indenture Trustee. Pursuant to the Sale and Servicing Agreement, the Depositor will sell the Receivables to or the Trust and the Servicer will service the Receivables on behalf of the Trust. In addition, pursuant Agreement to an Owner Trust Administration Agreement, be dated as of April September 1, 2003 1997 (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 restated as of April 1supplemented from time to time, 2003 (the "Trust Agreement"), between the Depositor Seller and Wilmington Trust CompanyThe Bank of New York, 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. XXX XX Xxxxxxxxxx LLC XxxxxxxXxxxxxxx Xxxxncial Services Americas LLC, a Michigan limited liability company ("DCFS" or the "Depositor") ), proposes to cause BMW Vehicle Owner DaimlerChrysler Auto Trust 20032006-A (the "Trust") to issue and sell $380,000,000 485,000,000 principal amount of its 1.275.06% Class A-1 Notes (the "Class A-1 Asset Backed Notes"), $455,000,000 principal amount of its 1.45% Class A-2 Notes (the "Class A-2 Notes"), $470,000,000 510,000,000 principal amount of its 1.945.00% Asset Backed Notes, Class A-3 Notes (the "Class A-3 Notes"), $296,913,000 159,800,000 principal amount of its 2.535.01% Asset Backed Notes, Class A-4 Notes (the "Class A-4 Notes" and", and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes") ), and $32,692,000 45,200,000 principal amount of its 2.935.14% Asset Backed Notes, Class B Notes (the "Class B Notes" and, together with the Class A A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the "Offered Notes") ), to the several underwriters set forth on Underwriters named in Schedule I hereto (eachcollectively, an the "UnderwriterUnderwriters"), for whom Citigroup Global Markets Inc. is 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 issued pursuant to an Indenture, dated purchased by the Depositor on the Closing Date (as of April 1, 2003 (the "Indenture"), between the Trust and Citibank, N.A., as indenture trustee (in such capacity, the "Indenture Trustee"defined below). The assets of the Trust will include, among other things, a pool of motor vehicle retail installment sale contracts transferred to the Trust on the Closing Date referred to in Section 3(a) hereof (the "Receivables") secured by new and used automobiles, motorcycles, light-duty trucks and sport utility vehicles financed thereby (the "Vehicles") and certain monies received thereunder after the close of business on March 31, 2003 (the "Cutoff Date") and other property and proceeds thereof to related collateral. The Receivables will be conveyed sold to the Trust pursuant to a Sale and Servicing Agreement, dated as of April 1, 2003 (by the "Sale and Servicing Agreement"), among Depositor. The Receivables will be serviced for the Trust, BMW Financial Services NA, LLC ("BMW Financial Services"), as servicer Trust by DCFS (in such capacity, the "Servicer"). The Notes will be issued pursuant to an Indenture to be dated as of March 1, seller, administrator 2006 (as amended and custodiansupplemented from time to time, the Depositor and the Indenture Trustee. Pursuant to the Sale and Servicing Agreement"Indenture"), the Depositor will sell the Receivables to between the Trust and JPMorgan Chase Bank, N.A., as indenture trustee (the Servicer will service "Indenture Trustee"). Simultaneously with the Receivables on behalf issuance and sale of the Notes as contemplated herein, DaimlerChrysler Retail Receivables LLC, a Michigan limited liability company (the "Company") will acquire the beneficial interest in the Trust. In addition, pursuant to an Owner the Amended and Restated Trust Administration Agreement, Agreement to be dated as of April March 1, 2003 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 March 21, 2003, as amended and restated as of April 1supplemented from time to time, 2003 (the "Trust Agreement"), between among the Depositor Depositor, the Company, and Wilmington Deutsche Bank Trust CompanyCompany Delaware, as owner trustee (the "Owner Trustee"). The Certificates, each representing a fractional undivided Such beneficial interest will be entitled to the residual cash flow on the Receivables that is not required to be applied to payments on the Notes and may be in the form of certificates issued by 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 and not otherwise defined herein shall have the meanings set forth assigned thereto in the Sale and Servicing Agreement or the Indentureto be dated as of March 1, 2006 (as the case may be. As used hereinamended and supplemented from time to time, the term "Transaction Documents" refers to the Sale and Servicing Agreement"), between the IndentureTrust and DCFS, as Depositor and Servicer, or, if not defined therein, in the Indenture or the Trust Agreement. At or prior to the time when sales to purchasers of the Offered Notes were first made by the Underwriters, which was approximately 10:54 a.m. on February 28, 2006 (the "Time of Sale"), the Bill Depositor had prepared the following information (collectively, the "Time 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, at or subsequent to the Time of Sale and prior to the Closing Date (as defined below), such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and as a result investors in the Offered Notes may terminate their old "Contracts of Sale" (within the meaning of Rule 159 under the Securities Act of 1933, as amended (the "Securities Act")) for any 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 Receivables Purchase Agreement, the Owner Trust Administration Agreement Depositor and the Note Depository AgreementRepresentative 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.