EXHIBIT 1.1
DAIMLERCHRYSLER AUTO TRUST 200__-__
[____]% ASSET BACKED NOTES, CLASS A-2
[____]% ASSET BACKED NOTES, CLASS A-3
[____]% ASSET BACKED NOTES, CLASS A-4
[____% ASSET BACKED NOTES, CLASS B]
DAIMLERCHRYSLER FINANCIAL SERVICES AMERICAS LLC
FORM OF
UNDERWRITING AGREEMENT
----------------------
_____________, 200__
[Representative Underwriter]
as Representative of
the Several Underwriters
[Address of Representative Underwriter]
Ladies and Gentlemen:
1.
Introductory. DaimlerChrysler Financial Services Americas LLC,
a
Michigan limited liability company ("DCFS" or the "Depositor"),
proposes to
cause DaimlerChrysler Auto Trust 200__-__ (the "Trust") to issue
and sell
$[___________] principal amount of its [____]% Asset Backed Notes,
Class A-2
(the "Class A-2 Notes"), $[___________] principal amount of its
[____]% Asset
Backed Notes, Class A-3 (the "Class A-3 Notes")[,][ and]
$[___________]
principal amount of its [____]% Asset Backed Notes, Class A-4 (the
"Class A-4
Notes", and together with the Class A-1 Notes, the Class A-2 Notes
and the Class
A-3 Notes, the "Class A Notes")[, and $[___________] principal
amount of its
[____]% Asset Backed Notes, Class B (the "Class B Notes" and,
together with the
Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes,] the
"Offered
Notes"), to the several Underwriters named in Schedule I hereto
(collectively,
the "Underwriters"), for whom you are acting as representative
(the
"Representative" or "you"). The Trust also will issue
$[___________] principal
amount of its [____]% Asset Backed Notes, Class A-1 (the "Class A-1
Notes" and,
together with the Offered Notes, the "Notes"), which Class A-1
Notes will be
purchased by the Depositor on the Closing Date (as defined below).
The assets of
the Trust will include, among other things, a pool of motor vehicle
retail
installment sale contracts (the "Receivables") and the related
collateral. The
Receivables will be sold to the Trust by the Depositor. The
Receivables will be
serviced for the Trust by DCFS (in such capacity, the "Servicer").
The Notes
will be issued pursuant to an Indenture to be dated as of ________,
200__ (as
amended and supplemented from time to time,
<PAGE>
the "Indenture"), between the Trust and [__________________], as
indenture
trustee (the "Indenture Trustee").
[Simultaneously with the 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,
pursuant to the Amended and Restated Trust Agreement to be dated as
of
--------,
200__ (as amended and supplemented from time to time, the "Trust
Agreement"),
among the Depositor, the Company, and [_________________], as owner
trustee (the
"Owner Trustee"). 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.]
[Simultaneously with the issuance and sale of the Notes as
contemplated
herein, the Trust will issue approximately $[_________] of its
Asset Backed
Certificates (the "Certificates"), each representing a fractional
undivided
ownership interest in the Trust, pursuant to the Amended and
Restated Trust
Agreement to be dated as of ________, 200__ (as amended and
supplemented from
time to time, the "Trust Agreement"), among the Depositor,
DaimlerChrysler
Retail Receivables LLC, a Michigan limited liability company (the
"Company"),
and [_________________], as owner trustee (the "Owner
Trustee").]
Capitalized terms used and not otherwise defined herein shall have
the
meanings assigned thereto in the Sale and Servicing Agreement to be
dated as of
________, 200__ (as amended and supplemented from time to time, the
"Sale and
Servicing Agreement"), between the Trust 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 _____
[a.m.][p.m.] on
________, 200__ (the "Time of Sale"), the Depositor had prepared
the following
information (collectively, the "Time of Sale Information"): the
Preliminary
Prospectus Supplement dated ________, 200__ 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 Depositor and the
Representative that
corrects such material misstatements or omissions
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(a "Corrected Prospectus") and "Time of Sale" will refer to the
time and date on
which such new Contracts of Sale were entered into.
2.
Representations and Warranties of the Depositor. The Depositor
represents and warrants to, and agrees with, each Underwriter
that:
(a) A
registration statement on Form S-3 (No. 333-[______]) relating
to
asset backed notes and certificates, including the Offered Notes,
has been filed
by Depositor with the Securities and Exchange Commission (the
"Commission") and
has become effective and is still effective as of the date hereof
under the
Securities Act. The Depositor proposes to file with the Commission
pursuant to
Rule 424(b) of the rules and regulations of the Commission under
the Securities
Act (the "Rules and Regulations") a prospectus supplement dated
________, 200__
(together with information referred to under the caption "Static
Pool Data"
therein regardless of whether it is deemed a part of the
Registration Statement
or Prospectus, the "Prospectus Supplement") to the prospectus dated
________,
200__, relating to the Offered Notes and the method of distribution
thereof.
Copies of such registration statement, any amendment or supplement
thereto, such
prospectus, the Preliminary Prospectus and the Prospectus
Supplement have been
delivered to you. Such registration statement, including exhibits
thereto, and
such prospectus, as amended or supplemented to the date hereof, and
as further
supplemented by the Prospectus Supplement, are hereinafter referred
to as the
"Registration Statement" and the "Prospectus," respectively. The
conditions to
the use of a registration statement on Form S-3 under the
Securities Act have
been satisfied. The Depositor has filed the Preliminary Prospectus
and it has
done so within the applicable period of time required under the
Securities Act
and the Rules and Regulations.
(b) The
Registration Statement, at the time it became effective, any
post-effective amendment thereto, at the time it became effective,
and the
Prospectus, as of the date of the Prospectus Supplement, complied
and on the
Closing Date will comply in all material respects with the
applicable
requirements of the Securities Act and the Rules and Regulations
and the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"), and
the rules and
regulations of the Commission thereunder. The Registration
Statement, as of the
applicable effective date as to each part of the Registration
Statement pursuant
to Rule 430B(f)(2) and any amendment thereto, did not include any
untrue
statement of a material fact and did not omit to state any material
fact
required to be stated therein or necessary to make the statements
therein not
misleading. The Preliminary Prospectus, as of its date and as of
the Time of
Sale, did not contain an untrue statement of a material fact and
did not omit 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. The
Prospectus, as of the date of the Prospectus Supplement and as of
the Closing
Date, does not and will not contain any untrue statement of a
material fact and
did not and will not omit to state any material fact necessary in
order to make
the statements therein, in the light of the circumstances under
which they were
made, not misleading. The representations and warranties in the
three preceding
sentences do not apply to (i) that part of the Registration
Statement which
shall constitute the Statement of Eligibility and Qualification
(Form T-1) of
the
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<PAGE>
Indenture Trustee under the Trust Indenture Act or (ii) that
information
contained in or omitted from the Registration Statement or the
Prospectus (or
any amendment or supplement thereto) in reliance upon and in
conformity with the
Underwriters' Information (as defined below). The Indenture has
been qualified
under the Trust Indenture Act. "Underwriters' Information" consists
solely of
the second paragraph under the caption "Underwriting" in the
Preliminary
Prospectus and the second paragraph and the following table under
the caption
"Underwriting" in the Prospectus Supplement.
(c) The
Time of Sale Information, at the Time of Sale, did not, and at
the
Closing Date will not, contain any untrue statement of a material
fact or omit
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;
provided that the Depositor makes no representation and warranty
with respect to
any statements or omissions made in reliance upon and in conformity
with the
Underwriters' Information.
(d) This
Agreement has been duly authorized, executed and delivered by
the
Depositor.
(e) The
Depositor's assignment and delivery of the Receivables to the
Trust will vest in the Trust all of the Depositor's right, title
and interest
therein, subject to no prior lien, mortgage, security interest,
pledge, adverse
claim, charge or other encumbrance.
(f) The
Trust's assignment of the Receivables to the Indenture Trustee
pursuant to the Indenture will vest in the Indenture Trustee, for
the benefit of
the Noteholders, a first priority perfected security interest
therein, subject
to no prior lien, mortgage, security interest, pledge, adverse
claim, charge or
other encumbrance.
(g) None
of the Depositor, the Company or anyone acting on behalf of the
Depositor or the Company has taken any action that would require
qualification
of the Trust Agreement under the Trust Indenture Act or require
registration of
the Depositor, the Company or the Trust under the Investment
Company Act of
1940, as amended (the "Investment Company Act"), nor will the
Depositor or the
Company act, nor has either of them authorized, nor will either of
them
authorize, any person to act in such a manner.
(h) The
Depositor is not, and on the date on which the first bona fide
offer of the Offered Notes was made was not, an "ineligible
issuer," as defined
in Rule 405 under the Securities Act.
3.
[Reserved]
4.
Purchase, Sale, and Delivery of the Offered Notes. On the basis of
the
representations, warranties and agreements herein contained, but
subject to the
terms and conditions herein set forth, the Depositor agrees to
cause the Trust
to sell to each Underwriter, and each Underwriter agrees, severally
and not
jointly, to purchase from the Trust: (i) at a
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<PAGE>
purchase price of [_______]% of the principal amount thereof, the
respective
principal amount of the Class A-2 Notes set forth opposite the name
of such
Underwriter in Schedule I hereto, (ii) at a purchase price of
[_______]% of the
principal amount thereof, the respective principal amount of the
Class A-3 Notes
set forth opposite the name of such Underwriter in Schedule I
hereto[,][and]
iii) at a purchase price of [_______]% of the principal amount
thereof, the
respective principal amount of the Class A-4 Notes set forth
opposite the name
of such Underwriter in Schedule I hereto [and (iv) at a purchase
price of
[_______]% of the principal amount thereof, the respective
principal amount of
the Class B Notes, if any, set forth opposite the name of such
Underwriter in
Schedule I hereto (it being understood that only [______________]
will purchase
Class B Notes)]]. Delivery of and payment for the Offered Notes
shall be made at
the office of Sidley Austin llp, 787 Seventh Avenue, New York, New
York 10019,
on ________, 200__ (the "Closing Date"). Delivery of the Offered
Notes shall be
made against payment of the purchase price in immediately available
funds drawn
to the order of the Depositor. The Offered Notes to be so delivered
will be
represented initially by one or more Notes registered in the name
of Cede &
Co.,the nominee of The Depository Trust Company ("DTC"). The
interests of
beneficial owners of the Offered Notes will be represented by book
entries on
the records of DTC and participating members thereof. Definitive
Notes will be
available only under limited circumstances.
5.
Offering by Underwriters. It is understood that, after the
Registration Statement becomes effective, the Underwriters propose
to offer
the Offered Notes for sale to the public (which may include
selected dealers),
as set forth in the Prospectus.
6. Written
Communications.
(a) The
following terms have the specified meanings for purposes of
this
Agreement:
(i) "Free Writing Prospectus" means and includes any
information
relating to the
Offered Notes disseminated by the Depositor or any
Underwriter that constitutes a "free writing prospectus" within
the
meaning of
Rule 405 under the Securities Act.
(ii) "Issuer Information" means (1) the information contained
in
any
Underwriter Free Writing Prospectus (as defined below) which
information is also included in the Preliminary Prospectus (other
than
Underwriters' Information) and (2) information in the
Preliminary
Prospectus
that is used to calculate or create any Derived Information.
(iii) "Derived Information" means such written information
regarding
the Offered Notes as is disseminated by any Underwriter to a
potential
investor, which information is neither (A) Issuer Information
nor (B)
contained in (1) the Registration Statement, the Preliminary
Prospectus, the Prospectus Supplement, the Prospectus or any
amendment
or
supplement to any of them, taking into account information
incorporated
therein by
reference (other than information incorporated by reference
from
any
5
<PAGE>
information regarding the Offered Notes that is disseminated by
any
Underwriter to a potential investor) or (2) any computer tape
in
respect of
the Notes or the related receivables furnished by the
Depositor
to any Underwriter.
(b) The
Depositor will not disseminate to any potential investor any
information relating to the Offered Notes that constitutes a
"written
communication" within the meaning of Rule 405 under the Securities
Act, other
than the Time of Sale Information and the Prospectus, unless the
Depositor has
obtained the prior consent of the Representative.
(c) Neither the
Depositor nor any Underwriter shall disseminate or file
with the Commission any information relating to the Notes in
reliance on Rule
167 or 426 under the Securities Act, nor shall the Depositor or any
Underwriter
disseminate any Underwriter Free Writing Prospectus "in a manner
reasonably
designed to lead to its broad unrestricted dissemination" within
the meaning of
Rule 433(d) under the Securities Act.
(d) Each
Underwriter Free Writing Prospectus shall bear the following
legend, or a substantially similar legend that complies with Rule
433 under the
Securities Act:
The Depositor has filed a registration statement (including a
prospectus) with the SEC for the offering to which this
communication relates. Before you invest, you should read the
prospectus in that registration statement and other documents
the
Depositor has filed with the SEC for more complete information
about the Depositor, the issuing entity, and this offering. You
may
get these documents for free by visiting EDGAR on the SEC Web
site
at www.sec.gov. Alternatively, the Depositor, any underwriter or
any
dealer participating in the offering will arrange to send you
the
prospectus if you request it by calling toll-free 1-[________].
(e) In the
event the Depositor becomes aware that, as of any Time of Sale,
any Time of Sale Information with respect thereto contains or
contained any
untrue statement of material fact or omits or omitted to state a
material fact
necessary in order to make the statements contained therein (when
read in
conjunction with all Time of Sale Information) in the light of the
circumstances
under which they were made, not misleading (a "Defective
Prospectus"), the
Depositor shall promptly notify the Representative of such untrue
statement or
omission no later than one business day after discovery and the
Depositor shall,
if requested by the Representative, prepare and deliver to the
Underwriters a
Corrected Prospectus.
(f) Each
Underwriter represents, warrants, covenants and agrees with the
Depositor that:
(i) Other than the Preliminary Prospectus and the Prospectus,
it
has not
made, used, prepared, authorized, approved or referred to and
will not
prepare, make, use, authorize, approve or refer to any "written
communication" (as defined in Rule 405 under the Securities Act)
that
constitutes an offer to sell or solicitation of an offer to buy
the
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<PAGE>
Notes,
including but not limited to any "ABS informational and
computational materials" as defined in Item 1101(a) of Regulation
AB under
the
Securities Act; provided, however, that (i) each Underwriter
may
prepare
and convey one or more "written communications" (as defined in
Rule 405
under the Securities Act) containing no more than the
following:
(1)
information included in the Preliminary Prospectus with the consent
of
the
Depositor (except as provided in clauses (2) through (6) below),
(2)
information relating to the class, size, rating, price, CUSIPS,
coupon,
yield,
spread, benchmark, status, Bloomberg ticker and/or legal
maturity
date of the
Notes, the weighted average life, expected final payment date,
trade
date, settlement date and payment window of one or more classes
of
Notes and
the underwriters for one or more classes of the Offered Notes,
(3) the
eligibility of the Offered Notes to be purchased by ERISA
plans,
(4) a
column or other entry showing the status of the subscriptions
for
the
Offered Notes (both for the issuance as a whole and for each
Underwriter's retention) and/or expected pricing parameters of the
Offered
Notes, (5)
the minimum, maximum and weighted average FICO scores of the
receivables pool of the Trust and (6) Derived Information prepared
by or
on behalf
of an Underwriter (each such written communication, an
"Underwriter Free Writing Prospectus"); (ii) unless otherwise
consented to
by the
Depositor, no such Underwriter Free Writing Prospectus shall be
conveyed
if, as a result of such conveyance, the Depositor or the Trust
shall be
required to make any registration or other filing solely as a
result of
such Underwriter Free Writing Prospectus pursuant to Rule
433(d)
under the
Securities Act other than the filing of the final terms of the
Offered
Notes pursuant to Rule 433(d)(5) of the Securities Act; and
(iii)
each
Underwriter will be permitted to provide confirmations of sale.
(ii) In disseminating information to prospective investors, it
has
complied and will continue to comply fully with the Rules and
Regulations, including but not limited to Rules 164 and 433 under
the
Securities
Act and the requirements thereunder for filing and retention of
Free
Writing Prospectuses, including retaining any Underwriter Free
Writing
Prospectuses they have used but which are not required to be
filed
for the
required period.
(iii) Prior to entering into any Contract of Sale, it shall
convey the
Time of Sale Information to the prospective investor. The
Underwriter
shall maintain sufficient records to document its conveyance
of the
Time of Sale Information to the potential investor prior to the
formation
of the related Contract of Sale and shall maintain such records
as
required by the Rules and Regulations.
(iv) If a Defective Prospectus has been corrected with a
Corrected
Prospectus, it shall (A) deliver the Corrected Prospectus to
each
investor with whom it entered into a Contract of Sale and that
received
the Defective Prospectus from it prior to entering into a new
Contract
of Sale with such investor, (B) notify such investor that the
prior
Contract of Sale with the investor, if any, has been terminated
and
of the
investor's rights as a
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<PAGE>
result of
such agreement and (C) provide such investor with an
opportunity
to agree
to purchase the Offered Notes on the terms described in the
Corrected
Prospectus.
(v)
Immediately following the use of any Underwriter Free Writing
Prospectus
containing any "issuer information" as defined in Rule
433(h)(1)
and footnote 271 of the Commission's Securities Offering
Reform
Release No. 33-8591 of the Securities Act, it has provided the
Depositor
a copy of such Underwriter Free Writing Prospectus, unless such
"issuer
information" consists of the terms of the Notes or such
information is not the final information to be included in the
Prospectus
Supplement.
(g) In the
event that any Underwriter shall incur any costs to any
investor in connection with the reformation of the Contract of Sale
with such
investor that received a Defective Prospectus, the Depositor agrees
to reimburse
such Underwriter for such costs.
(h) The
Depositor shall file with the Commission any Free Writing
Prospectus delivered to investors in accordance with this Section 6
as the
Depositor is required to file under the Securities Act and the
Rules and
Regulations, and to do so within the applicable period of time
required under
the Securities Act and the Rules and Regulations. The Depositor
shall file with
the Commission the final terms of the Offered Notes pursuant to
Rule 433(d)(5)
of the Securities Act.
7.
Covenants of the Depositor. The Depositor covenants and agrees
with
each of the Underwriters that:
(a) Prior
to the termination of the offering of the Offered Notes, the
Depositor will not file any amendment of the Registration Statement
or
supplement to the Preliminary Prospectus or the Prospectus unless
the Depositor
has furnished you a copy for your review prior to filing and will
not file any
such proposed amendment or supplement to which you reasonably
object. Subject to
the foregoing sentence, the Depositor will file the Prospectus,
properly
completed, and any supplement thereto, with the Commission pursuant
to and in
accordance with the applicable paragraph of Rule 424(b) within the
time period
prescribed and will provide evidence satisfactory to you of such
timely filing.
(b) The
Depositor will advise you promptly of any proposal to amend or
supplement the Registration Statement as filed or the Preliminary
Prospectus or
the Prospectus and will not effect such amendment or supplement
without your
consent, which consent will not unreasonably be withheld; the
Depositor will
also advise you promptly of any request by the Commission for any
amendment of
or supplement to the Registration Statement or the Preliminary
Prospectus or the
Prospectus or for any additional information; and the Depositor
also will advise
you promptly of the effectiveness of any amendment to the
Registration
Statement, when the Preliminary Prospectus and the Prospectus, and
any
supplement thereto, shall have been filed with the Commission
pursuant to Rule
424(b) and of the issuance by the Commission of any stop order
suspending the
effectiveness of the Registration Statement or the
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institution or threat of any proceeding for that purpose, and the
Depositor will
use its best efforts to prevent the issuance of any such stop order
and to
obtain as soon as possible the lifting of any issued stop
order.
(c) If, at
any time when a prospectus relating to the Offered Notes is
required to be delivered under the Securities Act, any event occurs
as a result
of which the Prospectus as then amended or supplemented would
include an untrue
statement of a material fact or omit to state any material fact
necessary to
make the statements therein, in the light of the circumstances
under which they
were made, not misleading, or if it is necessary at any time to
amend the
Registration Statement or supplement the Prospectus to comply with
the
Securities Act or the Securities Exchange Act of 1934, as amended
(the "Exchange
Act") or the respective rules thereunder, the Depositor promptly
will notify you
and will prepare and file, or cause to be prepared and filed, with
the
Commission, subject to the first sentence of paragraph (a) of this
Section 7, an
amendment or supplement that will correct such statement or
omission or effect
such compliance. Any such filing shall not operate as a waiver or
limitation of
any right of any Underwriter hereunder.
(d) As
soon as practicable, but not later than fourteen months after
the
Closing Date, the Depositor will cause the Trust to make generally
available to
holders of the Offered Notes an earnings statement of the Trust
covering a
period of at least twelve months beginning after the Closing Date
that will
satisfy the provisions of Section 11(a) of the Securities Act.
(e) The
Depositor will furnish to the Underwriters copies of the
Registration Statement (one of which will be signed and will
include all
exhibits), each related preliminary prospectus, the Prospectus and
all
amendments and supplements to such documents, in each case as soon
as available
and in such quantities as the Underwriters request.
(f) The
Depositor will arrange for the qualification of the Offered
Notes
for sale under the laws of such jurisdictions in the United States
as you may
reasonably designate and will continue such qualifications in
effect so long as
required for the distribution.
(g) For a
period from the date of this Agreement until the retirement of
the Offered Notes or until such time as the Underwriters shall
cease to maintain
a secondary market in the Offered Notes, whichever occurs first,
the Depositor
will deliver to you the annual statements of compliance, the
assessments of
compliance with servicing criteria and the annual independent
certified public
accountants' attestation reports furnished to the Indenture Trustee
or the Owner
Trustee pursuant to the Sale and Servicing Agreement, as soon as
such statements
and reports are furnished to the Indenture Trustee or the Owner
Trustee.
(h) So
long as any of the Offered Notes is outstanding, the Depositor
will
furnish to you (i) as soon as practicable after the end of the
fiscal year all
documents required to be distributed to holders of the Offered
Notes or filed
with the Commission pursuant to the Exchange Act or any order of
the Commission
thereunder and (ii) from time to time, any other
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information concerning the Depositor filed with any government or
regulatory
authority that is otherwise publicly available, as you may
reasonably request.
(i) On or
before the Closing Date, DCFS shall cause its computer records
relating to the Receivables to be marked to show the Trust's
absolute ownership
of the Receivables and, from and after the Closing Date, DCFS shall
not take any
action inconsistent with the Trust's ownership of such Receivables,
other than
as permitted by the Sale and Servicing Agreement.
(j) To the
extent, if any, that the ratings provided with respect to the
Offered Notes by the rating agency or agencies that initially rate
the Offered
Notes are conditional upon the furnishing of documents or the
taking of any
other actions by the Depositor, the Depositor shall furnish such
documents and
take any such other actions.
(k) For
the period beginning on the date of this Agreement and ending
on
the Closing Date, unless waived by the Underwriters, neither the
Depositor nor
any trust originated, directly or indirectly, by the Depositor will
offer to
sell or sell notes (other than the Notes) collateralized by, or
certificates
evidencing an ownership interest in, receivables generated pursuant
to retail
automobile or light duty truck installment sale contracts in such a
manner as
would constitute a public offering to persons in the United
States.
8. Payment
of Expenses. The Depositor will pay all expenses incident to
the performance of its obligations under this Agreement, including
(i) the
printing and filing of the Registration Statement as originally
filed and of
each amendment thereto, (ii) the preparation of this Agreement,
(iii) the
preparation, issuance and delivery of the Offered Notes to the
Underwriters,
(iv) the fees and disbursements of the Depositor's counsel and
accountants, (v)
the qualification of the Offered Notes under securities laws in
accordance with
the provisions of Section 7(f), including filing fees and the fees
and
disbursements of counsel for you in connection therewith and in
connection with
the preparation of any blue sky or legal investment survey, (vi)
the printing
and delivery to the Underwriters of copies of the Registration
Statement as
originally filed and of each amendment thereto, (vii) the printing
and delivery
to the Underwriters of copies of any blue sky or legal investment
survey
prepared in connection with the Offered Notes, (viii) any fees
charged by rating
agencies for the rating of the Notes, (ix) the fees and expenses,
if any,
incurred with respect to any filing with the National Association
of Securities
Dealers, Inc., and (x) the fees and expenses of Sidley Austin llp
in its role as
counsel to the Trust incurred as a result of providing the opinions
required by
Section 9(f) and the second sentence of Section 9(g) hereof.
9.
Conditions to the Obligations of the Underwriters. The obligations
of
the Underwriters to purchase and pay for the Offered Notes will be
subject to
the accuracy of the representations and warranties on the part of
the Depositor
herein, to the accuracy of the statements of officers of the
Depositor made
pursuant to the provisions hereof, to the performance by the
Depositor of its
obligations hereunder and to the following additional conditions
precedent:
10
<PAGE>
(a) The
Prospectus and any supplements thereto shall have been filed
with
the Commission in accordance with the Rules and Regulations and
Section 7(a)
hereof, and prior to the Closing Date, no stop order suspending
the
effectiveness of the Registration Statement shall have been issued
and no
proceedings for that purpose shall have been instituted or, to the
knowledge of
the Depositor or you, shall be contemplated by the Commission or by
any
authority administering any state securities or blue sky law.
(b) On or
prior to the Closing Date, you shall have received a letter,
dated as of the Closing Date, of KPMG LLP, certified public
accountants,
substantially in the form of the drafts to which you have
previously agreed and
otherwise in form and substance satisfactory to you and your
counsel.
(c)
Subsequent to the execution and delivery of this Agreement or,
if
earlier, the dates as of which information is given in the
Registration
Statement (exclusive of any amendment thereto) and the Prospectus
(exclusive of
any supplement thereto), there shall not have occurred (i) any
change or any
development involving a prospective change in or affecting
particularly the
business or properties of the Trust, the Depositor, the Company,
DaimlerChrysler
Corporation or DaimlerChrysler AG which, in the judgment of the
Underwriters,
materially
