Exhibit 1.1
EXECUTION COPY
DAIMLERCHRYSLER AUTO TRUST 2006-C
5.25% ASSET BACKED NOTES, CLASS A-2
5.02% ASSET BACKED NOTES, CLASS A-3
4.98% ASSET BACKED NOTES, CLASS A-4
5.11% ASSET BACKED NOTES, CLASS B
DAIMLERCHRYSLER FINANCIAL SERVICES AMERICAS LLC
UNDERWRITING AGREEMENT
----------------------
September 26, 2006
J.P. Morgan Securities Inc.
as Representative of
the Several Underwriters
270 Park Avenue
New York, New York
10017
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 2006-C (the "Trust") to issue and
sell
$560,000,000 principal amount of its 5.25% Asset Backed Notes,
Class A-2 (the
"Class A-2 Notes"), $503,000,000 principal amount of its 5.02%
Asset Backed
Notes, Class A-3 (the "Class A-3 Notes"), $399,100,000 principal
amount of its
4.98% 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 $60,800,000 principal amount of its 5.11% 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 $504,000,000 principal amount of its 5.33399%
Asset
Backed Notes, Class A-1 (the "Class A-1 Notes" and, together with
the Offered
Notes, the "Notes"), which Class A-1 Notes will be purchased by the
Depositor
on the Closing Date (as defined below). The assets of the Trust
will include,
among other things, a pool of motor vehicle retail installment sale
contracts
(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 October 1, 2006 (as amended and
supplemented
from time to time, the "Indenture"), between the Trust and Deutsche
Bank Trust
Company Americas, as indenture trustee (the "Indenture
Trustee").
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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 October
1, 2006 (as amended and supplemented from time to time, the
"Trust
Agreement"), among the Depositor, the Company, and Chase Bank USA,
National
Association, 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.
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 October 1, 2006 (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 2:39
p.m. on
September 26, 2006 (the "Time of Sale"), the 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
Depositor and the Representative that corrects such material
misstatements or
omissions (a "Corrected Prospectus") and "Time of Sale" will refer
to the time
and date on which such new Contracts of Sale were entered into.
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. 333-127963) 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, has been amended by
various
post-effective amendments, the last of which is Post-Effective
Amendment No. 4
that became effective on January 31, 2006, 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)
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of the rules and regulations of the Commission under the Securities
Act (the
"Rules and Regulations") a prospectus supplement dated September
26, 2006
(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
September 25, 2006, 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 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
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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 purchase
price of
99.83705% 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 99.80484% 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,
(iii) at a
purchase price of 99.72781% 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
99.63989% 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 J.P. Morgan Securities Inc.
will
purchase Class
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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
October 2, 2006 (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
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.
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(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
1-866-669-7629.
(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
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
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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 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.
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(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 filed after Post-Effective Amendment
No. 4, 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 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
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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
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
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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:
(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
10
<PAGE>
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 impairs the investment quality of the
Offered
Notes or makes it impractical or inadvisable to market the Offered
Notes; (
