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PURCHASE AGREEMENT
This Purchase Agreement is made as of the ___ day of October, 1997, by and
between MERCEDES-BENZ CREDIT CORPORATION, a Delaware corporation (the "Seller"),
having its principal executive office at 000 Xxxxxxx 0, Xxxxx 000, Xxxxxxx,
Xxxxxxxxxxx 00000-0000, and DAIMLER-BENZ VEHICLE RECEIVABLES CORPORATION, a
Delaware corporation (the "Purchaser"), having its principal executive office at
0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000.
WHEREAS, in the regular course of its business, the Seller purchases
certain retail installment contracts for, and retail loans evidenced by notes
secured by, new and used Mercedes-Benz automobiles from motor vehicle dealers.
WHEREAS, the Seller and the Purchaser wish to set forth the terms pursuant
to which the Receivables (as hereinafter defined) are to be sold by the Seller
to the Purchaser, which Receivables will be transferred by the Purchaser,
pursuant to the Pooling and Servicing Agreement (as hereinafter defined), to the
Daimler-Benz Auto Grantor Trust 1997-A (the "Trust") to be created thereunder,
which Trust will issue certificates representing fractional undivided interests
in such Receivables and the other property of the Trust (the "Certificates").
NOW, THEREFORE, in consideration of the foregoing and the mutual terms and
covenants contained herein, the parties hereto agree as follows:
ARTICLE I
CERTAIN DEFINITIONS
Terms not defined in this Agreement shall have the meanings assigned to
such terms in the Pooling and Servicing Agreement. As used in this Agreement,
the following terms shall, unless the context otherwise requires, have the
following meanings (such meanings to be equally applicable to the singular and
plural forms of the terms defined):
"Agreement" shall mean this Purchase Agreement and all amendments hereof
and supplements hereto.
"Assignment" shall mean an assignment in the form of Exhibit A hereto.
"Pooling and Servicing Agreement" shall mean the Pooling and Servicing
Agreement dated as of the date hereof by and among Mercedes-Benz Credit
Corporation, in its individual capacity and as servicer, the Purchaser, as
seller, and Citibank, N.A., as trustee, as payahead agent and as agent for the
holders of the Class A Certificates and the Class B Certificates.
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"Prospectus" shall have the meaning assigned to such term in the
Underwriting Agreement.
"Receivable" shall mean each retail installment contract which appears on
Exhibit B hereto and all amendments thereof and supplements thereto.
"Receivables Purchase Price" shall mean $_______________.
"Schedule of Receivables" shall mean the list of Receivables annexed
hereto as Exhibit B.
"Underwriting Agreement" shall mean the Underwriting Agreement dated
October __, 1997 by and between X.X. Xxxxxx Securities Inc., as representative
of the Underwriters, the Purchaser, as seller, and Daimler-Benz North America
Corporation.
"Underwriters" shall mean the several underwriters listed in Schedule I to
the Underwriting Agreement.
ARTICLE II
PURCHASE AND SALE OF RECEIVABLES
2.1 Purchase and Sale of Receivables.
(a) Sale of Receivables. On the Closing Date, subject to the terms
and conditions of this Agreement, the Seller shall sell, transfer, assign and
otherwise convey to the Purchaser, without recourse, and the Purchaser shall
purchase, all right, title and interest of the Seller, whether now owned or
hereafter acquired, in and to the following: (i) the Receivables, and all monies
due thereunder on or after the Cutoff Date (including any monies received prior
to the Cutoff Date that are due on or after the Cutoff Date and were not used to
reduce the principal balance of the Receivables but excluding Excess Amounts);
(ii) the security interests in the Financed Vehicles granted by Obligors
pursuant to the Receivables; (iii) all of the Seller's rights to receive
proceeds from claims on physical damage, credit life and disability insurance
policies covering Financed Vehicles or the Obligors; (iv) the rights of recourse
of the Seller against Dealers arising out of breaches by Dealers with respect to
the Receivables; (v) all of the Seller's rights to all documents contained in
the Receivable Files; and (vi) all proceeds of any and all of the foregoing. The
sale, transfer, assignment and conveyance made hereunder shall not constitute
and is not intended to result in an assumption by the Purchaser of any
obligation of the Seller to the Obligors, the Dealers or any other Person in
connection with the Receivables and the property transferred under this Section
2.1(a) or any agreement, document or instrument related thereto.
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(b) Receivables Purchase Price. In consideration for the Receivables
and other properties described in Section 2.1(a), the Purchaser shall, on the
Closing Date, pay to the Seller the Receivables Purchase Price. An amount equal
to $_____________ of the Receivables Purchase Price shall be paid to the Seller
in cash. The remaining $_____________ of the Receivables Purchase Price shall be
deemed paid and returned to the Purchaser and be considered a contribution to
the capital of the Purchaser. The portion of the Receivables Purchase Price to
be paid in cash shall be paid by federal wire transfer (same day) funds to such
account in New York, New York as the Seller shall designate.
2.2 The Closing. The sale and purchase of the Receivables shall take place
at a closing (the "Closing") at the offices of Skadden, Arps, Slate, Xxxxxxx &
Xxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 on the Closing Date,
simultaneously with the closings under: (a) the Pooling and Servicing Agreement
pursuant to which the Purchaser will transfer to the Trust all of the
Purchaser's right, title and interest in and to the Receivables and other
property described in Section 2.1(a) in exchange for the Class A Certificates
and Class B Certificates; and (b) the Underwriting Agreement, pursuant to which
the Purchaser will sell to the Underwriters the Class A Certificates.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
3.1 Representations and Warranties of the Purchaser. The Purchaser makes
the following representations and warranties:
(a) Organization and Good Standing. The Purchaser has been duly
organized and is validly existing as a corporation in good standing under the
laws of the State of Delaware.
(b) Power and Authority. The Purchaser has the power and authority
to execute and deliver this Agreement and to carry out its terms. The Purchaser
has full power and authority to purchase the property to be sold and assigned by
the Seller and has duly authorized such purchase by all necessary corporate
action; and the execution, delivery and performance of this Agreement has been
duly authorized by the Purchaser by all necessary corporate action.
(c) Binding Obligations. This Agreement constitutes the legal, valid
and binding obligation of the Purchaser, enforceable against the Purchaser in
accordance with its terms, except as enforceability may be eliminated by
bankruptcy, insolvency, reorganization, conservatorship, receivership,
liquidation or other similar laws affecting the enforcement of creditors' rights
generally and by general equitable principles.
(d) No Violation. The execution, delivery and performance by the
Purchaser of this Agreement and the consummation of the transactions
contemplated hereby and the
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fulfillment of the terms hereof do not conflict with, result in any breach of
any of the terms and provisions of, or constitute (with or without notice or
lapse of time) a default under, the certificate of incorporation or bylaws of
the Purchaser, or conflict with, or breach any of the terms or provisions of, or
constitute (with or without notice or lapse of time) a default under, any
indenture, agreement, mortgage, deed of trust or other instrument to which the
Purchaser is a party or by which the Purchaser is bound or any of its properties
are subject, or result in the creation or imposition of any lien upon any of its
properties pursuant to the terms of any such indenture, agreement, mortgage,
deed of trust or other instrument or violate any law, order, rule or regulation,
applicable to the Purchaser or its properties, of any federal or state
regulatory body, any court, administrative agency, or other governmental
instrumentality having jurisdiction over the Purchaser or any of its properties.
(e) No Proceedings. There are no proceedings or investigations
pending, or, to the knowledge of the Purchaser, threatened, before any court,
regulatory body, administrative agency or other tribunal or governmental
instrumentality having jurisdiction over the Purchaser or its properties: (a)
asserting the invalidity of this Agreement, (b) seeking to prevent the
consummation of any of the transactions contemplated by this Agreement, or (c)
seeking any determination or ruling that might materially and adversely affect
the performance by the Purchaser of its obligations under, or the validity or
enforceability of, this Agreement.
3.2 Representations and Warranties of the Seller
(a) The Seller makes the following representations and warranties to
the Purchaser:
(i) Organization and Good Standing. The Seller has been duly
organized and is validly existing as a corporation in good standing under
the laws of the State of Delaware, with power and authority to own its
properties and to conduct its business as such properties shall be
currently owned and such business is currently conducted, and had at all
relevant times, and has, power, authority, and legal right to acquire and
own the Receivables.
(ii) Due Qualification. The Seller is duly qualified to do
business as a foreign corporation in good standing, and has obtained all
necessary licenses and approvals, in all jurisdictions in which the
ownership or lease of property or the conduct of its business shall
require such qualifications, except where the failure of the Seller to so
qualify or obtain such licenses or approvals would not have a material
adverse effect on the Seller or any Receivable.
(iii) Power and Authority. The Seller has the power and
authority to execute and deliver this Agreement and to carry out its
terms. The Seller has full power and authority to sell and assign the
property to be sold and assigned to the Purchaser and has duly authorized
such sale and assignment to the
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Purchaser by all necessary corporate action; and the execution, delivery,
and performance of this Agreement have been duly authorized by the Seller
by all necessary corporate action.
(iv) Valid Sale; Binding Obligations. This Agreement and the
Assignment effect a valid sale, transfer, and assignment of the
Receivables and the other property conveyed by the Seller to the Purchaser
hereunder, enforceable against creditors of and purchasers from the
Seller; and this Agreement and the Assignment constitute legal, valid and
binding obligations of the Seller, enforceable against the Seller in
accordance with their terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization, conservatorship, receivership,
liquidation or other similar laws affecting the enforcement of creditors'
rights generally and by general equitable principles.
(v) No Violation. The execution, delivery and performance by
the Seller of this Agreement and the consummation of the transactions
contemplated hereby and the fulfillment of the terms hereof do not
conflict with, result in any breach of any of the terms and provisions of,
or constitute (with or without notice or lapse of time) a default under,
the certificate of incorporation or bylaws of the Seller, or conflict
with, or breach any of the terms or provisions of, or constitute (with or
without notice or lapse of time) a default under, any indenture,
agreement, mortgage, deed of trust or other instrument to which the Seller
is a party or by which the Seller is bound or any of its properties are
subject, or result in the creation or imposition of any lien upon any of
its properties pursuant to the terms of any such indenture, agreement,
mortgage, deed of trust or other instrument, or violate any law, order,
rule, or regulation, applicable to the Seller or its properties, of any
federal or state regulatory body, any court, administrative agency, or
other governmental instrumentality having jurisdiction over the Seller or
any of its properties.
(vi) No Proceedings. There are no proceedings or
investigations pending, or, to the knowledge of the Seller, threatened,
before any court, regulatory body, administrative agency, or other
tribunal or governmental instrumentality having jurisdiction over the
Seller or its properties: (a) asserting the invalidity of this Agreement,
(b) seeking to prevent the consummation of any of the transactions
contemplated by this Agreement, or (c) seeking any determination or ruling
that might materially and adversely affect the performance by the Seller
of its obligations under, or the validity or enforceability of, this
Agreement.
(b) The Seller makes the following representations and warranties as
to the Receivables on which the Purchaser relies in accepting the Receivables.
Such representations and warranties speak as of the execution and delivery of
this Agreement, but shall survive the
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sale, transfer, and assignment of the Receivables to the Purchaser and the
subsequent assignment and transfer pursuant to the Pooling and Servicing
Agreement:
(i) Characteristics of Receivables. Each Receivable (a) was
originated in the United States of America by a Dealer for the retail sale
of a Financed Vehicle in the ordinary course of such Dealer's business,
was fully and properly executed by the parties thereto, was purchased by
the Seller from such Dealer under an existing Dealer Agreement with the
Seller, was validly assigned by such Dealer to the Seller, (b) contains
customary and enforceable provisions such that the rights and remedies of
the holder thereof shall be adequate for realization against the
collateral of the benefits of the security, (c) provides for level monthly
payments (provided that the payment in the first or last month in the life
of the Receivable may be minimally different from the level payment) that
fully amortize the Amount Financed by maturity and yields interest at the
APR of such Receivable, (d) is a retail installment contract, (e) is
secured by a Financed Vehicle, and (f) except to the extent any Receivable
may become a Prepaid Receivable, provides for allocation of payments in
accordance with the Actuarial Method.
(ii) Schedule of Receivables. The information set forth in
Exhibit B to this Agreement was true and correct in all material respects
as of the opening of business on the Cutoff Date, and no selection
procedures believed by the Seller to be adverse to the Certificateholders
were utilized in selecting the Receivables.
(iii) Compliance with Law. Each Receivable and the sale of the
related Financed Vehicle complied at the time it was originated or made,
and complies at the execution of this Agreement, in all material respects
with all requirements of applicable federal, State, and local laws, and
regulations thereunder, including, without limitation, usury laws, the
Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair
Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal
Trade Commission Act, the Xxxxxxxxx-Xxxx Warranty Act, the Federal Reserve
Board's Regulations B and Z, and State adaptations of the National
Consumer Act and of the Uniform Consumer Credit Code, and other consumer
credit laws and equal credit opportunity and disclosure laws.
(iv) Binding Obligation. To the best of the Seller's
knowledge, each Receivable represents the legal, valid, and binding
payment obligation in writing of the related Obligor, enforceable by the
holder thereof in accordance with its terms except as enforceability may
be limited by bankruptcy, insolvency, reorganization, conservatorship,
receivership, liquidation or other similar laws
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affecting the enforcement of creditors' rights generally and by general
equitable principles.
(v) No Government Obligor. Neither the United States of
America nor any State or any agency, department, or instrumentality of the
United States of America or any State is an Obligor.
(vi) Security Interest in Financed Vehicle. To the best of
the Seller's knowledge, immediately prior to the sale, assignment, and
transfer of each Receivable to the Purchaser hereunder, such Receivable
shall be secured by a validly perfected first priority security interest
in the related Financed Vehicle in favor of the Seller as secured party.
Such security interest is being assigned by the Seller to the Purchaser
pursuant to this Agreement except that no certificate of title or
certificate of ownership with respect to such Financed Vehicle has been or
will be amended to identify the Purchaser as a secured party. At such time
as enforcement of such security interest is sought, there shall exist a
valid, subsisting and enforceable first priority security interest in such
Financed Vehicle. The foregoing representations and warranties with
respect to perfection and enforceability of a security interest in a
Financed Vehicle do not cover statutory or other liens arising after the
Closing Date by operation of law or any rights of third parties arising
after the Closing Date as a result of the fraud or forgery of the vehicle
owner or administrative error by state recording officials which are prior
to such security interest.
(vii) No Defenses. No right of rescission, setoff,
counterclaim, or defense has been asserted or, to the best of the Seller's
knowledge, threatened with respect to any Receivable.
(viii) No Liens. To the best of Seller's knowledge, no liens
or claims have been field for work, labor, or materials relating to a
Financed Vehicle that are liens prior to, or equal or on a parity with,
the secured interest in the Financed Vehicle granted by the related
Receivable.
(ix) No Default, Repossession. Except for payment defaults
continuing for a period of not more than thirty days as of the Cutoff
Date, to the best of the Seller's knowledge, no default, breach,
violation, or event permitting acceleration under the terms of any
Receivable and no event that with notice or the lapse of time would
constitute such a default, breach, violation, or event permitting
acceleration under the terms of any Receivable has occurred; and no
Financed Vehicle was repossessed on or prior to the Cutoff Date.
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(x) Insurance. The Seller, in accordance with its
customary procedures, has determined that each Obligor has obtained or
agreed to obtain physical damage insurance covering such Obligor's
Financed Vehicle.
(xi) Title. It is the intention of the Seller that the
transfer and assignment of the Receivables herein contemplated constitute
a sale of the Receivables from the Seller to the Purchaser and that the
beneficial interest in and title to the Receivables not be part of the
Seller's estate in the event of the filing of a bankruptcy petition by or
against the Seller under any bankruptcy law. No Receivable has been sold,
transferred assigned, or pledged by the Seller to any Person other than
the Purchaser. The Seller is transferring title to each Receivable free
and clear of all Liens and rights of others and has perfected such
transfer under the UCC.
(xii) Valid Assignment. No Receivable was originated in, or
is subject to the laws of, any jurisdiction under which the sale,
transfer, and assignment of such Receivable under this Agreement is
unlawful, void, or voidable. The Seller has not entered into any agreement
with any Obligor that prohibits, restricts or conditions the assignment of
any portion of the Receivables.
(xiii) All Filings Made. All filings (including, without
limitation, UCC filings) necessary in any jurisdiction to give the
Purchaser a first priority perfected security interest in the Receivables
have been made.
\ (xiv) Chattel Paper. Each Receivable constitutes "chattel
paper" as defined in the UCC.
(xv) One Original. There is only one original executed copy
of each Receivable.
(xvi) Principal Balance. Each Receivable had a remaining
Principal Balance as of the Cutoff Date of not more than $__________ and
not less than $______.
(xvii) No Bankrupt Obligors. To the best of the Seller's
knowledge, no Obligor under any Receivable was, as of the Cutoff Date, the
subject of a proceeding under the Bankruptcy Code of the United States or
was bankrupt.
(xviii) New and Used Vehicles. Approximately ___% of the
aggregate Principal Balance of the Receivables, constituting ___% of the
Receivables as of the Cutoff Date relate to new Financed Vehicles, and the
remainder of the Receivables represented used Financed Vehicles.
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(xix) Maturity of Receivables. Each Receivable had a
remaining maturity, as of the Cutoff Date, of not more than __ months and
an original maturity of not more than __ months.
(xx) Annual Percentage Rate. Each Receivable has an APR of
at least ___% and not more than ____%.
(xxi) Payments. No Receivable had a payment that was more
than 30 days overdue as of the Cutoff Date.
(xxii) Billing Address. The Obligor under each Receivable had
a current billing address in the United States as of the Cutoff Date.
ARTICLE IV
CONDITIONS
4.1 Conditions to Obligation of the Purchaser. The obligation of the
Purchaser to purchase the Receivables is subject to the satisfaction of the
following conditions:
(a) Representations and Warranties True. The representations and
warranties of the Seller hereunder shall be true and correct on the Closing Date
with the same effect as if then made, and the Seller shall have performed all
obligations to be performed by it hereunder on or prior to the Closing Date.
(b) Computer Files Marked. The Seller shall, at its own expense, on
or prior to the Closing Date, indicate in its computer files that the
Receivables have been sold to the Purchaser pursuant to this Agreement and
deliver to the Purchaser the Schedule of Receivables certified by an officer of
the Seller to be true, correct and complete.
(c) Documents to be delivered by the Seller at the Closing.
(i) The Assignment. At the Closing, the Seller will execute
and deliver the Assignment.
(ii) Evidence of UCC Filing. On or prior to the Closing Date,
the Seller shall record and file, at its own expense, a UCC-1 financing
statement in each jurisdiction in which it is required by applicable law,
executed by the Seller, as seller or debtor, and naming the Purchaser, as
purchaser or secured party, naming the Receivables and the other property
conveyed hereunder as collateral, meeting the requirements of the laws of
each such jurisdiction and in such manner as is necessary to perfect the
sale, transfer, assignment and
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conveyance of such Receivable to the Purchaser. The Seller shall deliver a
file- stamped copy, or other evidence satisfactory to the Purchaser of
such filing, to the Purchaser on or prior to the Closing Date.
(iii) Other Documents. Such other documents as the Purchaser
may reasonably request.
(d) Other Transactions. The transactions contemplated by the Pooling
and Servicing Agreement shall be consummated on the Closing Date.
4.2 Conditions to Obligation of the Seller. The obligation of the Seller
to sell the Receivables to the Purchaser is subject to the satisfaction of the
following conditions:
(a) Representations and Warranties True. The representations and
warranties of the Purchaser hereunder shall be true and correct on the Closing
Date with the same effect as if then made, and the Purchaser shall have
performed all obligations to be performed by it hereunder on or prior to the
Closing Date.
(b) Receivables Purchase Price. On the Closing Date, the Purchaser
will deliver to the Seller the Receivables Purchase Price, as provided in
Section 2.1(b).
ARTICLE V
COVENANTS OF THE SELLER
The Seller agrees with the Purchaser as follows, provided, however, that
to the extent that any provision of this ARTICLE V conflicts with any provision
of the Pooling and Servicing Agreement, the Pooling and Servicing Agreement
shall govern:
5.1 Protection of Right, Title and Interest.
(a) The Seller shall execute and file such financing statements and
cause to be executed and filed such continuation statements, all in such manner
and in such places as may be required by law fully to preserve, maintain, and
protect the interest of the Purchaser in the Receivables and in the proceeds
thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser
file-stamped copies of, or filing receipts for, any document filed as provided
above, as soon as available following such filing.
(b) The Seller shall not change its name, identity or corporate
structure in any manner that would, could, or might make any financing statement
or continuation statement filed by the Seller in accordance with Section 5.1(a)
above seriously misleading within the meaning of Section 9-402(7) of the UCC,
unless it shall have given the Purchaser at least five days' prior written
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notice thereof and shall have promptly filed appropriate amendments to all
previously filed financing statements or continuation statements.
(c) The Seller shall give the Purchaser at least 60 days' prior
written notice of any relocation of its principal executive office if, as a
result of such relocation, the applicable provisions of the UCC would require
the filing of any amendment of any previously filed financing or continuation
statement or of any new financing statement and shall promptly file any such
amendment.
5.2 Costs and Expenses. The Seller agrees to pay all reasonable costs and
disbursements in connection with the perfection, as against all third parties,
of the Purchaser's right, title and interest in and to the Receivables.
5.3 Indemnification. The Seller shall indemnify and hold harmless the
Purchaser from and against any and all taxes that may at any time be asserted
against the Purchaser with respect to the transactions contemplated herein,
including, without limitation, any sales, gross receipts, general corporation,
tangible personal property, privilege, or license taxes and costs and expenses
in defending against the same except for income, franchise or other taxes
measured by net income. These indemnity obligations shall be in addition to any
obligation that the Seller may otherwise have.
5.4 Sale. The Seller agrees to treat this conveyance for all purposes
(including without limitation tax and financial accounting purposes) as a sale
on all relevant books, records, tax returns, financial statements and other
applicable documents.
ARTICLE VI
MISCELLANEOUS PROVISIONS
6.1 Obligations of Seller. The obligations of the Seller under this
Agreement shall not be affected by reason of any invalidity, illegality or
irregularity of any Receivable.
6.2 Repurchase upon Breach. The Purchaser shall inform the Seller
promptly, in writing, upon the discovery of any breach or failure to be true of
the representations and warranties made by the Seller pursuant to Section 3.2(b)
and, in the case of subsections 3.2(b)(iv), (vi), (vii), (ix) and (xvii), any
breach or failure which would have occurred if such warranty had not been made
to the best knowledge of the Seller. Unless the breach or failure shall have
been cured by the last day of the Collection Period which includes the 60th day
after the date on which the Seller becomes aware of, or receives written notice
from the Purchaser of, such breach or failure, the Seller shall repurchase from
the Purchaser any Receivable, the interests of the Purchaser in which are
materially and adversely affected by the breach or failure, on the Distribution
Date immediately following such Collection Period but with effect from the first
day of the Collection Period in which such Distribution Date occurs. In
consideration of the
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purchase of a Receivable hereunder, the Seller shall remit the Purchase Amount
of such Receivable to the Purchaser. The sole remedy of the Purchaser with
respect to a breach or failure to be true of the representations and warranties
made by the Seller pursuant to Section 3.2(b) shall be to require the Seller to
repurchase the relevant Receivable pursuant to this Section 6.2.
6.3 Purchaser's Assignment of Repurchased Receivables. With respect to all
Receivables purchased by the Seller pursuant to Section 6.2, the Purchaser shall
assign, without recourse, representation, or warranty, to the Seller all the
Purchaser's right, title, and interest in and to such Receivables, and all
security and documents and all other property conveyed pursuant to Section
2.1(a) with respect to such Receivables. Such assignment shall be a sale and
assignment outright, and not for security. If, in any enforcement suit or legal
proceeding, it is held that the Seller may not enforce any such Receivable on
the ground that it shall not be a real party in interest or a holder entitled to
enforce the Receivable, the Purchaser and any transferee or assignee of the
Purchaser shall, at the expense of the Seller, take such steps as the Seller
deems necessary to enforce the Receivable, including bringing suit in the
Purchaser's name or in the name of any transferee or assignee of the Purchaser.
6.4 Trust. The seller acknowledges that: the Purchaser will, pursuant to
the Pooling and Servicing Agreement, sell the Receivables to the Trust and
assign its rights under this Agreement to the Trustee for the benefit of the
Certificateholders. The Seller hereby consents to such sale and assignment.
6.5 Amendment. This Agreement may be amended from time to time by a
written amendment duly executed and delivered by the Seller and the Purchaser.
6.6 Accountants' Letters.
(a) KPMG Peat Marwick will review the characteristics of the
Receivables described in the Schedule of Receivables hereto and will compare
those characteristics to the information with respect to the Receivables
contained in the Prospectus.
(b) The Seller will cooperate with the Purchaser and KPMG Peat
Marwick in making available all information and taking all steps reasonably
necessary to permit such accountants to complete the review set forth in Section
6.6(a) above and to deliver the letters required of them under the Underwriting
Agreement.
(c) KPMG Peat Marwick will deliver to the Purchaser a letter, dated
the date of the Prospectus, in the form previously agreed to by the Seller and
the Purchaser, with respect to the financial and statistical information
contained in the Prospectus under the caption "Delinquency and Loss Experience"
and with respect to such other information as may be agreed in the form of
letter.
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6.7 Waivers. No failure or delay on the part of the Purchaser in
exercising any power, right or remedy under this Agreement or the Assignment
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such power, right or remedy preclude any other or further exercise thereof
or the exercise of any other power, right or remedy.
6.8 Notices. All demands, notices and communications under this Agreement
shall be in writing, personally delivered, sent by telecopier, sent by courier
or mailed by certified mail, return receipt requested, and shall be deemed to
have been given upon receipt to either party at its address shown in the opening
portion of this Agreement or at such other address as may be designated by a
party by notice to the other party.
6.9 Costs and Expenses. The Seller will pay all expenses incident to the
performance of its obligations under this Agreement and the Seller agrees to pay
all reasonable out-of-pocket costs and expenses of the Purchaser, excluding fees
and expenses of counsel, in connection with the perfection as against third
parties of the Purchaser's right, title and interest in and to the Receivables
and the enforcement of any obligation of the Seller hereunder.
6.10 Confidential Information. The Purchaser agrees that it will neither
use nor disclose to any person the names and addresses of the Obligors, except
in connection with the performance by the Purchaser of its obligations, or the
enforcement of the Purchaser's rights, under this Agreement, the Receivables or
the Pooling and Servicing Agreement or as required by law.
6.11 Governing Law. THIS AGREEMENT AND THE ASSIGNMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS
OF LAW PRINCIPLES THEREOF, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES UNDER THIS AGREEMENT AND THE ASSIGNMENT SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
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14
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the date and year first above written.
MERCEDES-BENZ CREDIT CORPORATION
By
----------------------------------
Name:
Title
DAIMLER-BENZ VEHICLE RECEIVABLES
CORPORATION
By
----------------------------------
Name:
Title
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15
EXHIBIT A
ASSIGNMENT
For value received, in accordance with the Purchase Agreement dated as of
October __, 1997, between the undersigned and DAIMLER-BENZ VEHICLE RECEIVABLES
CORPORATION (the "Purchaser") (the "Purchase Agreement"), the undersigned does
hereby sell, assign transfer and otherwise convey unto the Purchaser, without
recourse, all right, title and interest of the undersigned whether nor owned or
hereafter acquired, in and to the following: (i) the Receivables, and all monies
due thereunder on or after the Cutoff Date (including any monies received prior
to the Cutoff Date that are due on or after the Cutoff Date and were not used to
reduce the Principal Balance of the Receivables but excluding Excess Amounts);
(ii) the security interests in the Financed Vehicles granted by Obligors
pursuant to the Receivables; (iii) all of the Seller's rights to receive
proceeds from claims on physical damage, credit life and disability insurance
policies covering Financed Vehicles or the Obligors; (iv) the rights of recourse
against Dealers arising out of breaches by Dealers with respect to the
Receivables; (v) all of the Seller's rights to all documents contained in the
Receivable Files; and (vi) all proceeds of any and all of the foregoing. The
foregoing sale does not constitute and is not intended to result in any
assumption by the Purchaser of any obligation of the undersigned to the
Obligors, insurers or any other person in connection with the Receivables,
Receivable Files, any insurance policies or any agreement or instrument relating
to any of them.
This Assignment is made pursuant to and upon the representations,
warranties and agreements on the part of the undersigned contained in the
Purchase Agreement and is to be governed by the Purchase Agreement.
Capitalized terms used herein and not otherwise defined shall have the
meanings assigned to them in or pursuant to the Purchase Agreement.
IN WITNESS WHEREOF, the undersigned has caused this Assignment to be duly
executed as of October __, 1997.
MERCEDES-BENZ CREDIT CORPORATION
By
---------------------------------
Name:
Title
16
Exhibit B
Schedule of Receivables
DELIVERED TO PURCHASER
AT CLOSING
