Common use of DAIMLER Clause in Contracts

DAIMLER. Benz Vehicle Receivables Corporation, a Delaware corporation (the "Company" or the "Seller"), proposes to sell to the several Underwriters named in Schedule I hereto (the "Underwriters") $360,000,000 aggregate principal amount of 5.27125% Class A-1 Asset Backed Notes (the "Class A-1 Notes"), $508,000,000 aggregate principal amount of 5.23% Class A-2 Asset Backed Notes (the "Class A-2 Notes"), $440,000,000 aggregate principal amount of 5.16% Class A-3 Asset Backed Notes (the "Class A-3 Notes") and $241,800,000 aggregate principal amount of 5.22% Class A-4 Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes") to be issued by Daimler-Benz Vehicle Owner Trust 1998-A (the "Trust"). Each Note will be secured by the Receivables (as hereinafter defined) and certain other property 2 of the Trust. The Notes will be issued in an aggregate principal amount of $1,549,800,000, which is equal to approximately 95% of the aggregate principal balance of the Receivables as of the Cutoff Date. The Notes will be issued pursuant to the Indenture to be dated as of November 1, 1998 (the "Indenture") by and between the Trust and Citibank, N.A., as indenture trustee (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes, the Trust will issue $81,654,551.40 principal balance of 5.62% Class B Asset Backed Certificates (the "Certificates"), payments in respect of which are, to the extent specified in (i) the Indenture, (ii) the Sale and Servicing Agreement to be dated as of November 1, 1998 (the "Sale and Servicing Agreement") among the Trust, the Seller and Mercedes-Benz Credit Corporation, as servicer (the "Servicer"), and (iii) the Trust Agreement (as hereinafter defined), subordinated to the rights of the holders of the Notes. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement (the "Trust Agreement") to be dated as of November 1, 1998, by and between the Seller, as depositor, and Chase Manhattan Bank Delaware, as owner trustee (the "Owner Trustee"). The Certificates will evidence an undivided ownership interest of approximately 5% in the Trust, payments in respect of which are, to the extent specified in the Sale and Servicing Agreement, subordinated to the rights of the holders of the Notes. The assets of the Trust include, among other things, a pool of retail installment contracts for and retail loans evidenced by notes secured by new and used automobiles and new and used medium- and heavy-duty trucks and tractors (the "Receivables") and certain monies due thereunder on or after November 1, 1998 (the "Cutoff Date"), such Receivables to be sold to the Trust by the Company and to be serviced for the Trust by the Servicer. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") in accordance with the provisions of the Securities Act of 1933, as amended (the "Act"), and the rules and regulations of the Commission thereunder (the "Rules and Regulations"), a registration statement, including a prospectus, relating to the Notes. Any preliminary prospectus

DAIMLER. Benz Vehicle Receivables Corporation, a Delaware corporation (the "Company" or the "Seller"), proposes to sell to the several Underwriters named in Schedule I hereto (the "Underwriters") $360,000,000 aggregate principal amount of 5.27125% Class A-1 [ ]% Asset Backed Notes (the "Class A-1 Notes"), $508,000,000 aggregate principal amount of 5.23% Class A-2 [ ]% Asset Backed Notes (the "Class A-2 Notes"), $440,000,000 aggregate principal amount of 5.16% Class A-3 [ ]% Asset Backed Notes (the "Class A-3 Notes") and $241,800,000 aggregate principal amount of 5.22% Class A-4 [ ]% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Class-2 Notes and the Class A-3 Notes, the "Notes") to be issued by Daimler-Benz Vehicle Owner Trust 1998-A (the "Trust"). Each Note will be secured by the Receivables (as hereinafter defined) and certain other property 2 of the Trust. The Notes will be issued in an aggregate principal amount 2 of $1,549,800,000, which is equal to approximately 95% of the aggregate principal balance of the Receivables as of the Cutoff Date. The Notes will be issued pursuant to the Indenture to be dated as of November 1, 1998 (the "Indenture") by and between the Trust and Citibank, N.A., as indenture trustee N.A. (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes, the Trust will issue $81,654,551.40 principal balance of 5.62% Class B [ ]% Asset Backed Certificates (the "Certificates"), payments in respect of which are, to the extent specified in (i) the Indenture, (ii) the Sale and Servicing Agreement to be dated as of November 1, 1998 (the "Sale and Servicing Agreement") among the Trust, the Seller and Mercedes-Benz Credit Corporation, as servicer (the "Servicer"), and (iii) the Trust Agreement (as hereinafter defined), subordinated to the rights of the holders of the Notes. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement (the "Trust Agreement") to be dated as of November 1, 1998, by and between the Seller, as depositor, and Chase Manhattan Bank Delaware, as owner trustee Delaware (the "Owner Trustee"). The Certificates will evidence an undivided ownership interest of approximately 5% in the Trust, payments in respect of which are, to the extent specified in the Sale and Servicing Agreement, subordinated to the rights of the holders of the Notes. The assets of the Trust include, among other things, a pool of retail installment contracts for and retail loans evidenced by notes secured by new and used automobiles and new and used medium- and heavy-duty trucks and tractors (the "Receivables") and certain monies due thereunder on or after November 1, 1998 (the "Cutoff Date"), such Receivables to be sold to the Trust by the Company and to be serviced for the Trust by the Servicer. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") in accordance with the provisions of the Securities Act of 1933, as amended (the "Act"), and the rules and regulations of the Commission thereunder (the "Rules and Regulations"), a registration statement, including a prospectus, relating to the Notes. Any preliminary prospectusprospectus included in such registration statement or filed with the Commission pursuant to Rule 424(a) of the Rules and Regulations is referred to in this Agreement as the