Common use of DAIMLER Clause in Contracts

DAIMLER. BENZ VEHICLE OWNER TRUST 1998-A By: CHASE MANHATTAN BANK DELAWARE, not in its individual capacity but solely as Owner Trustee By: _____________________________________ Authorized Officer [REVERSE OF CLASS B CERTIFICATE] The Class B Certificates do not represent an obligation of, or an interest in, the Depositor, the Servicer, the Administrator, the Owner Trustee or any Affiliates of any of them and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated herein, in the Trust Agreement or in the other Basic Documents. In addition, this Class B Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right of payment to certain collections with respect to the Receivables (and certain other amounts), all as more specifically set forth herein and in the Sale and Servicing Agreement. The Trust will furnish, upon the request of any Holder of a Certificate, such information as is specified in paragraph (d)(4) of Rule 144A of the Securities Act of 1933, as amended with respect to the Trust. A registration statement, which includes the Trust Agreement as an exhibit thereto, has been filed with the Securities and Exchange Commission with respect to the Notes of the Trust issued concurrently with this Certificate. The Trust Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Certificateholders under the Trust Agreement at any time by the Depositor and the Owner Trustee with the consent of the Holders of the Notes and the Holders of the Certificates each voting as a class evidencing not less than a majority of the principal amount of the then outstanding Notes and the Certificate Balance, respectively. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and on all future Holders of this Certificate and of any Certificate issued upon the registration of Transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Trust Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. This Class B Certificate may be Transferred only under the circumstances described in Section 3.4 of the Trust Agreement, which, among other things, requires that each prospective transferee represent in writing in the form provided as an exhibit to the Trust Agreement that it will not acquire or Transfer the Certificates through an established securities market, and is not and will not become, except in certain circumstances, a partnership, Subchapter S corporation or grantor trust for U.S. Federal income tax purposes. Any attempted Transfer in contravention of the restrictions and conditions of Section 3.4 of the Trust Agreement shall be null and void. As provided in the Trust Agreement, the Transfer of this Certificate is registerable in the Certificate Register upon surrender of this Certificate for registration of Transfer at the offices or agencies of the Certificate Registrar maintained by the Owner Trustee in The Borough of Manhattan, City of New York, accompanied by the written representations required by the Trust Agreement and, if the Depositor has consented to such transfer, a written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same aggregate interest in the Trust will be issued to the designated transferee. The initial Certificate Registrar appointed under the Trust Agreement is The Chase Manhattan Bank. Except for Certificates issued to the Depositor, the Class B Certificates are issuable only as registered Certificates without coupons in denominations of $[1,000,000] and in integral multiples of $[1,000] in excess thereof. Certificates are exchangeable for new Certificates of authorized denominations evidencing the same aggregate denomination, as requested by the Holder surrendering the same. No service charge will be made for any such registration of Transfer or exchange, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith. The Owner Trustee, the Certificate Registrar and any agent of the Owner Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Owner Trustee, the Certificate Registrar or any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Trust Agreement and the Trust created thereby shall terminate upon the payment to the Noteholders and the Certificateholders of all amounts required to be paid to them pursuant to the Indenture, the Trust Agreement and the Sale and Servicing Agreement and any remaining assets of the Trust shall be distributed to the Depositor, in its capacity as Depositor. The Servicer of the Receivables may at its option purchase the assets of the Trust at a price specified in the Sale and Servicing Agreement, and such purchase of the Receivables and other property of the Trust will effect early retirement of the Notes and the Certificates; however, such right of purchase is exercisable only as of the last day of any Collection Period as of which the Pool Balance is less than or equal to ten percent (10%) of the Initial Pool Balance. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ________________________________________________________________________________ (Please print or type name and address, including postal zip code, of assignee) ________________________________________________________________________________ the within Certificate, and all rights thereunder, hereby irrevocably constituting and appointing _________________________________________________________________ Attorney to transfer said Certificate on the books of the Certificate Registrar, with full power of substitution in the premises. Dated: __________________________________*/ Signature Guaranteed: */ */ NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Certificate in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. ▇▇▇▇▇▇▇ ▇ [FORM OF CERTIFICATE OF TRUST] CERTIFICATE OF TRUST OF DAIMLER-BENZ VEHICLE OWNER TRUST 1998-A This Certificate of Trust of DAIMLER-BENZ VEHICLE OWNER TRUST 1998-A (the "Trust"), dated as of November 1, 1998, is being duly executed and filed by Chase Manhattan Bank Delaware, a Delaware banking corporation, as trustee, to form a business trust under the Delaware Business Trust Act (12 Delaware Code, ss. 3801 et seq.).

DAIMLER. BENZ VEHICLE OWNER TRUST 1998-A By: CHASE MANHATTAN BANK DELAWARE, not in its individual capacity but solely as Owner Trustee By: _______________________________________ Authorized Officer [REVERSE OF CLASS B CERTIFICATE] The Class B Certificates do not represent an obligation of, or an interest in, the Depositor, the Servicer, the Administrator, the Owner Trustee or any Affiliates of any of them and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated herein, in the Trust Agreement or in the other Basic Documents. In addition, this Class B Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right of payment to certain collections with respect to the Receivables (and certain other amounts), all as more specifically set forth herein and in the Sale and Servicing Agreement. The Trust will furnish, upon the request of any Holder of a Certificate, such information as is specified in paragraph (d)(4) of Rule 144A of the Securities Act of 1933, as amended with respect to the Trust. A registration statement, which includes the Trust Agreement as an exhibit thereto, has been filed with the Securities and Exchange Commission with respect to the Notes of the Trust issued concurrently with this Certificate. The Trust Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Certificateholders under the Trust Agreement at any time by the Depositor and the Owner Trustee with the consent of the Holders of the Notes and the Holders of the Certificates each voting as a class evidencing not less than a majority of the principal amount of the then outstanding Notes and the Certificate Balance, respectively. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and on all future Holders of this Certificate and of any Certificate issued upon the registration of Transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Trust Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. This Class B Certificate may be Transferred only under the circumstances described in Section 3.4 of the Trust Agreement, which, among other things, requires that each prospective transferee represent in writing in the form provided as an exhibit to the Trust Agreement that it will not acquire or Transfer the Certificates through an established securities market, and is not and will not become, except in certain circumstances, a partnership, Subchapter S corporation or grantor trust for U.S. Federal income tax purposes. Any attempted Transfer in contravention of the A-10 71 restrictions and conditions of Section 3.4 of the Trust Agreement shall be null and void. As provided in the Trust Agreement, the Transfer of this Certificate is registerable in the Certificate Register upon surrender of this Certificate for registration of Transfer at the offices or agencies of the Certificate Registrar maintained by the Owner Trustee in The Borough of Manhattan, City of New York, accompanied by the written representations required by the Trust Agreement and, if the Depositor has consented to such transfer, a written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same aggregate interest in the Trust will be issued to the designated transferee. The initial Certificate Registrar appointed under the Trust Agreement is The Chase Manhattan Bank. Except for Certificates issued to the Depositor, the Class B Certificates are issuable only as registered Certificates without coupons in denominations of $[1,000,000] 1,000,000 and in integral multiples of $[1,000] 1,000 in excess thereof. Certificates are exchangeable for new Certificates of authorized denominations evidencing the same aggregate denomination, as requested by the Holder surrendering the same. No service charge will be made for any such registration of Transfer or exchange, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith. The Owner Trustee, the Certificate Registrar Registrar, any Paying Agent for the Certificates and any other agent of the Owner Trustee or any agent of the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Owner Trustee, the Certificate Registrar or any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Trust Agreement and the Trust created thereby shall terminate upon the payment to the Noteholders and the Certificateholders of all amounts required to be paid to them pursuant to the Indenture, the Trust Agreement and the Sale and Servicing Agreement and any remaining assets of the Trust shall be distributed to the Depositor, in its capacity as Depositor. The Servicer of the Receivables may at its option purchase the assets of the Trust at a price specified in the Sale and Servicing Agreement, and such purchase of the Receivables and other property of the Trust will effect early retirement of the Notes and the Certificates; however, such right of purchase is exercisable only as of the last day of any Collection Period as of which the Pool Balance is less than or equal to ten percent (10%) of the Initial Pool Balance. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ________________________________________________________________________________ (Please print or type name and address, including postal zip code, of assignee) ________________________________________________________________________________ the within Certificate, and all rights thereunder, hereby irrevocably constituting and appointing ____________________________Attorney to transfer said Certificate on the books of the Certificate Registrar, with full power of substitution in the premises. Dated: */ _____________________________________ Attorney to transfer said Certificate on the books of the Certificate Registrar, with full power of substitution in the premises. Dated: __________________________________*/ Signature Guaranteed: */ */ NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Certificate in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. ▇▇▇▇▇▇▇ ▇ [FORM OF CERTIFICATE OF TRUST] CERTIFICATE OF TRUST OF DAIMLER-BENZ VEHICLE OWNER TRUST 1998-A This Certificate of Trust of DAIMLER-BENZ VEHICLE OWNER TRUST 1998-A (the "Trust"), dated as of November 1, 1998, is being duly executed and filed by Chase Manhattan Bank Delaware, a Delaware banking corporation, as trustee, to form a business trust under the Delaware Business Trust Act (12 Delaware Code, ss. Section 3801 et seq.).