Exhibit 99.1
EXECUTION COPY
This ADMINISTRATION AGREEMENT dated as of June 1, 2002, among
DAIMLERCHRYSLER MASTER OWNER TRUST, a Delaware business trust (the
"Issuer"), DAIMLERCHRYSLER SERVICES NORTH AMERICA LLC, a Michigan limited
liability company, as administrator (the "Administrator"), and THE BANK
OF NEW YORK, a New York banking corporation, not in its individual
capacity but solely as Indenture Trustee (the "Indenture Trustee"),
W I T N E S S E T H :
WHEREAS, the Issuer has entered into the Indenture, dated as of June 1,
2002 (as amended and supplemented from time to time, the "Indenture"), between
the Issuer and the Indenture Trustee, pursuant to which the Issuer may from
time to time issue its Auto Dealer Loan Asset Backed Notes (the "Notes") in
one or more Series, the terms of which will be set forth in the related
Indenture Supplement (capitalized terms used and not otherwise defined herein
shall have the meanings assigned to such terms in the Indenture);
WHEREAS, the Issuer will enter into indenture supplements from time to
time (as amended and supplemented from time to time, each an "Indenture
Supplement"), between the Issuer and the Indenture Trustee for the issuance of
a Series of Notes;
WHEREAS, pursuant to Section 2.03 of the Trust Agreement dated as of June
1, 2002 (the "Trust Agreement"), between DaimlerChrysler Wholesale Receivables
LLC, as Beneficiary and as Transferor (the "Beneficiary"), and Chase Manhattan
Bank USA, National Association, as Owner Trustee (the "Owner Trustee"), and
the terms of the Indenture and the related Indenture Supplements, the Issuer
will enter into various and other agreements, instruments and documents
(collectively, the "Transaction Documents"), from time to time;
WHEREAS, the Issuer will enter into from time to time a Letter of
Representations (as amended and supplemented from time to time, each a "Note
Depository Agreement"), among the Issuer, the Indenture Trustee, the
Administrator and The Depository Trust Company relating to a Series of Notes
(the Note Depository Agreement, the Indenture, the Indenture Supplements and
the Transaction Documents being referred to hereinafter collectively as the
"Related Agreements");
WHEREAS, the Issuer and the Owner Trustee desire to have the
Administrator perform all of the duties of the Issuer and the Owner Trustee
under the Related Agreements and to provide such additional services
consistent with the terms of this Agreement and the Related Agreements as the
Issuer and the Owner Trustee may from time to time request; and
WHEREAS, the Administrator has the capacity to provide the services
required hereby and is willing to perform such services for the Issuer and the
Owner Trustee on the terms set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties agree as follows:
1. Duties of the Administrator. (a) Duties with Respect to the Note
Depository Agreement, the Indenture and the Indenture Supplement. (i)The
Administrator agrees to perform all its duties as Administrator and the duties
of the Issuer and the Owner Trustee under the Note Depository Agreement. In
addition, the Administrator shall consult with the Owner Trustee regarding the
duties of the Issuer or the Owner Trustee under the Related Agreements. The
Administrator shall monitor the performance of the Issuer and shall advise the
Owner Trustee when action is necessary to comply with the Issuer's or the
Owner Trustee's duties under any of the Related Agreements. The Administrator
shall prepare for execution by the Issuer, or shall cause the preparation by
other appropriate persons of, all such documents, reports, filings,
instruments, certificates and opinions that it shall be the duty of the Issuer
or the Owner Trustee to prepare, file or deliver pursuant to any of the
Related Agreements. In furtherance of the foregoing, the Administrator shall
take all appropriate action that is the duty of the Issuer or the Owner
Trustee to take pursuant to the Indenture including, without limitation, such
of the foregoing as are required with respect to the following matters under
the Indenture or an Indenture Supplement:
(A) the delivery of an Officer's Certificate or an Opinion of
Counsel as to compliance with the Indenture (Indenture Section 102);
(B) the preparation of or obtaining of the documents and instruments
required for authentication of the Notes and delivery of the same to the
Indenture Trustee (Indenture Sections 204 and 205);
(C) the delivery to the Indenture Trustee of the Issuer Certificate
(Indenture Section 2.02);
(D) the duty to cause the Note Register to be kept and to give the
Indenture Trustee notice of any appointment of a new Note Registrar and
the location, or change in location, of the Note Register (Indenture
Section 305);
(E) the delivery to the Indenture Trustee and the Note Rating
Agencies of a CARCO Trust Tax Opinion and an Issuer Tax Opinion, and
certain other documents related to a new issuance of Notes (Indenture
Section 310);
(F) the receipt of a confirmation from the Note Rating Agencies and
the delivery to the Indenture Trustee and the Note Rating Agencies of a
CARCO Trust Tax Opinion and an Issuer Tax Opinion in regard to a change
in the Required Subordinated Amount for any class of Notes (Indenture
Section 311);
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(G) the duty to cause to be established and maintained the
Collection Account(s) (Indenture Section 402);
(H) the giving of written directions to the Indenture Trustee
regarding investment of funds on deposit in the Accounts (Indenture
Section 403);
(I) the giving of demand to the Indenture Trustee to execute proper
instruments acknowledging satisfaction and discharge of the Indenture,
and delivery to the Indenture Trustee of an Officer's Certificate and an
Opinion of Counsel regarding the satisfaction and discharge of the
Indenture (Indenture Section 601);
(J) the reduction of the Investor Interest of the Collateral
Certificate in connection with the cancellation of a Note (Indenture
Section 603);
(K) the approval of the appointment of an Authenticating Agent
(Indenture Section 814);
(L) the preparation of required tax information and delivery thereof
to the Indenture Trustee (Indenture Section 815);
(M) the furnishing of the Indenture Trustee with the names and
addresses of Noteholders during any period when the Indenture Trustee is
not the Note Registrar (Indenture Section 901);
(N) the preparation and, after execution by the Issuer, the filing
with the Commission, any applicable state agencies and the Indenture
Trustee of documents required to be filed on a periodic basis with, and
summaries thereof as may be required by rules and regulations prescribed
by, the Commission and any applicable state agencies and the transmission
of such summaries, as necessary, to the Noteholders (Indenture Section
905);
(O) the completion and delivery to the Indenture Trustee, CARCO
Trust Trustee and the Note Rating Agencies of the Monthly Noteholder's
Statement (Indenture Section 907);
(P) the completion of the Payment Instruction and delivery of a copy
thereof to the Indenture Trustee and the CARCO Trust Trustee, and
notification of the Servicer under the Series 2002-CC Supplement of the
information necessary to be provided by the Issuer to calculate the
Investor Interest of the Collateral Certificate (Indenture Section 908);
(Q) the delivery of a CARCO Trust Tax Opinion and an Issuer Tax
Opinion, and an Officer's Certificate, in connection with the amendment
of the Indenture or entering into a supplemental indenture (Indenture
Sections 1001 and 1002);
(R) the delivery to the Indenture Trustee of an Opinion of Counsel
in connection with the execution of an Indenture Supplement (Indenture
Section 1003);
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(S) the provision of notice of a proposed amendment, modification,
waiver or supplement to the Indenture or certain other documents and the
request from Noteholders directions as to the taking of such proposed
action (Indenture Section 1009);
(T) the duty to cause newly appointed Paying Agents, if any, to
deliver to the Indenture Trustee the instrument specified in the
Indenture regarding funds held in trust (Indenture Section 1103);
(U) the delivery of an annual compliance statement as specified in
the Indenture (Indenture Section 1104);
(V) the doing or causing to be done of all things necessary to
preserve and keep in full force and effect the Issuer's legal existence
(Indenture Section 1105);
(W) at the request of the Indenture Trustee, to execute and deliver
such further instruments and do such further acts as may be reasonably
necessary or proper to carry out more effectively the purpose of the
Indenture (Indenture Section 1106);
(X) the provision of any information to satisfy the conditions set
forth in Rule 144A(d)(4) under the Securities Exchange Act (Indenture
Section 1112);
(Y) the delivery to the Indenture Trustee of an Officer's
Certificate and Opinion of Counsel in connection with the consolidation
or merger of the Issuer, or conveyance or transfer of any of its
properties substantially as an entirety to any Person (Indenture Section
1114);
(Z) the taking of all actions necessary to obtain and maintain a
perfected lien on and security interest in the Collateral in favor of the
Indenture Trustee, and all related actions listed in Section 13.01 of the
Indenture (Indenture Section 1301);
(AA) the recording of the Indenture, if applicable (Indenture
Section 1301);
(BB) delivery of an Officer's Certificate in connection with the
release of the Collateral (Indenture Section 1307);
(CC) delivery of Opinions of Counsel regarding the Collateral
(Indenture Section 1309);
(DD) the identification to the Indenture Trustee in an Officer's
Certificate of a Person with whom the Issuer has contracted to perform
its duties under the Indenture (Indenture Section 1310);
(EE) the delivery to the Indenture Trustee of a copy of each
agreement with a Noteholder to provide for a method of payment or notices
different from that provided for in the Indenture (Indenture Section
1406);
(FF) the deposit of Receivables Sales Proceeds, if any, for any
Series of Notes into the applicable Interest Funding Account (Indenture
Supplement);
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(GG) the calculation of the Nominal Liquidation Amount of each
Series of Notes and the Overcollateralization Amount (Indenture
Supplement); and
(HH) the appoinment of the Calculation Agent (Indenture Supplement).
(ii) The Administrator will:
(A) pay the Indenture Trustee from time to time reasonable
compensation for all services rendered by the Indenture Trustee under the
Indenture (which compensation shall not be limited by any provision of
law in regard to the compensation of a trustee of an express trust);
(B) except as otherwise expressly provided in the Indenture,
reimburse the Indenture Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Indenture
Trustee in accordance with any provision of the Indenture (including the
reasonable compensation, expenses and disbursements of its agents and
counsel), except any such expense, disbursement or advance as may be
attributable to its negligence or bad faith;
(C) indemnify the Indenture Trustee, and hold it harmless against,
any losses, liability or expense incurred without negligence or bad faith
on its part, arising out of or in connection with the acceptance or
administration of the transactions contemplated by the Indenture,
including the costs and expenses of defending themselves against any
claim or liability (whether asserted by the Issuer, the Servicer, any
Holder or any other Person) in connection with the exercise or
performance of any of its powers or duties under the Indenture; and
(D) indemnify the Owner Trustee and its agents for, and hold them
harmless against, any losses, liability or expense incurred without
negligence or bad faith on their part, arising out of or in connection
with the acceptance or administration of the transactions contemplated by
the Trust Agreement and the Related Agreements, including the reasonable
costs and expenses of defending themselves against any claim or liability
in connection with the exercise or performance of any of their powers or
duties under the Trust Agreement or any Related Agreement.
(b) Additional Duties. (i) In addition to the duties of the Administrator
set forth above, the Administrator shall perform such calculations and shall
prepare or shall cause the preparation by other appropriate persons of, and
shall execute on behalf of the Issuer or the Owner Trustee, all such
documents, reports, filings, instruments, certificates and opinions that it
shall be the duty of the Issuer or the Owner Trustee to prepare, file or
deliver pursuant to the Related Agreements, and at the request of the Owner
Trustee shall take all appropriate action that it is the duty of the Issuer or
the Owner Trustee to take pursuant to the Related Agreements. In furtherance
thereof, the Owner Trustee shall, on behalf of itself and of the Issuer,
execute and deliver to the Administrator and to each successor Administrator
appointed pursuant to the terms hereof, one or more powers of attorney
substantially in the form of Exhibit A hereto, appointing the Administrator
the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of
executing on behalf of the Owner Trustee and the Issuer all such documents,
reports, filings,
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instruments, certificates and opinions. Subject to Section 5 of this
Agreement, and in accordance with the directions of the Owner Trustee, the
Administrator shall administer, perform or supervise the performance of such
other activities in connection with the Collateral (including the Related
Agreements) as are not covered by any of the foregoing provisions and as are
expressly requested by the Owner Trustee and are reasonably within the
capability of the Administrator.
(ii) Notwithstanding anything in this Agreement or the Related
Agreements to the contrary, the Administrator shall be responsible for
promptly notifying the Owner Trustee and the Paying Agent in the event that
any withholding tax is imposed on the Issuer's payments (or allocations of
income) to an Owner. Any such notice shall specify the amount of any
withholding tax required to be withheld by the Paying Agent pursuant to such
provision.
(iii) In carrying out the foregoing duties or any of its other
obligations under this Agreement, the Administrator may enter into
transactions or otherwise deal with any of its affiliates; provided, however,
that the terms of any such transactions or dealings shall be in accordance
with any directions received from the Issuer and shall be, in the
Administrator's opinion, no less favorable to the Issuer than would be
available from unaffiliated parties.
(c) Non-Ministerial Matters. (i) With respect to matters that in the
reasonable judgment of the Administrator are non-ministerial, the
Administrator shall not take any action unless within a reasonable time before
the taking of such action, the Administrator shall have notified the Owner
Trustee of the proposed action and the Owner Trustee shall not have withheld
consent or provided an alternative direction. For the purpose of the preceding
sentence, "non-ministerial matters" shall include, without limitation:
(A) the amendment of or any supplement to the Indenture;
(B) the initiation of any claim or lawsuit by the Issuer and the
compromise of any action, claim or lawsuit brought by or against the
Issuer (other than in connection with the collection of the Receivables);
(C) the amendment, change or modification of the Related Agreements;
(D) the appointment of successor Note Registrars, successor Paying
Agents and successor Indenture Trustees pursuant to the Indenture or the
appointment of successor Administrators or Successor Servicers, or the
consent to the assignment by the Note Registrar, Paying Agent or
Indenture Trustee of its obligations under the Indenture; and
(E) the removal of the Indenture Trustee.
(ii) Notwithstanding anything to the contrary in this Agreement, the
Administrator shall not be obligated to, and shall not, (x) make any payments
to the Noteholders under the Related Agreements, (y) sell the Collateral
pursuant to the Indenture or (z) take any other action that the Issuer directs
the Administrator not to take on its behalf.
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2. Records. The Administrator shall maintain appropriate books of account
and records relating to services performed hereunder, which books of account
and records shall be accessible for inspection by the Issuer and the Company
at any time during normal business hours.
3. Compensation. As compensation for the performance of the
Administrator's obligations under this Agreement and as reimbursement for its
expenses related thereto, the Administrator shall be entitled to $200 per
month which shall be solely an obligation of the Beneficiary.
4. Additional Information To Be Furnished to Issuer. The Administrator
shall furnish to the Issuer from time to time such additional information
regarding the Collateral as the Issuer shall reasonably request.
5. Independence of Administrator. For all purposes of this Agreement, the
Administrator shall be an independent contractor and shall not be subject to
the supervision of the Issuer or the Owner Trustee with respect to the manner
in which it accomplishes the performance of its obligations hereunder. Unless
expressly authorized by the Issuer, the Administrator shall have no authority
to act for or represent the Issuer or the Owner Trustee in any way and shall
not otherwise be deemed an agent of the Issuer or the Owner Trustee.
6. No Joint Venture. Nothing contained in this Agreement (i) shall
constitute the Administrator and either of the Issuer or the Owner Trustee as
members of any partnership, joint venture, association, syndicate,
unincorporated business or other separate entity, (ii) shall be construed to
impose any liability as such on any of them or (iii) shall be deemed to confer
on any of them any express, implied or apparent authority to incur any
obligation or liability on behalf of the others.
7. Other Activities of Administrator. Nothing herein shall prevent the
Administrator or its Affiliates from engaging in other businesses or, in its
sole discretion, from acting in a similar capacity as an administrator for any
other person or entity even though such person or entity may engage in
business activities similar to those of the Issuer, the Owner Trustee or the
Indenture Trustee.
8. Term of Agreement; Resignation and Removal of Administrator. (a) This
Agreement shall continue in force until the dissolution of the Issuer, upon
which event this Agreement shall automatically terminate.
(b) Subject to Section 8(e), the Administrator may resign its duties
hereunder by providing the Issuer with at least 60 days' prior written notice.
(c) Subject to Section 8(e), the Issuer may remove the Administrator
without cause by providing the Administrator with at least 60 days' prior
written notice.
(d) Subject to Section 8(e), at the sole option of the Issuer, the
Administrator may be removed immediately upon written notice of termination
from the Issuer to the Administrator if any of the following events shall
occur:
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(i) the Administrator shall default in the performance of any of its
duties under this Agreement and, after notice of such default, shall not cure
such default within ten days (or, if such default cannot be cured in such
time, shall not give within ten days such assurance of cure as shall be
reasonably satisfactory to the Issuer);
(ii) a court having jurisdiction in the premises shall enter a
decree or order for relief, and such decree or order shall not have been
vacated within 60 days, in respect of the Administrator in any involuntary
case under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect or appoint a receiver, liquidator, assignee, custodian,
trustee, sequestrator or similar official for the Administrator or any
substantial part of its property or order the winding-up or liquidation of its
affairs; or
(iii) the Administrator shall commence a voluntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, shall consent to the entry of an order for relief in an involuntary
case under any such law, shall consent to the appointment of a receiver,
liquidator, assignee, trustee, custodian, sequestrator or similar official for
the Administrator or any substantial part of its property, shall consent to
the taking of possession by any such official of any substantial part of its
property, shall make any general assignment for the benefit of creditors or
shall fail generally to pay its debts as they become due.
The Administrator agrees that if any of the events specified in clauses
(ii) or (iii) of this Section shall occur, it shall give written notice
thereof to the Issuer and the Indenture Trustee within seven days after the
happening of such event.
(e) No resignation or removal of the Administrator pursuant to this
Section shall be effective until (i) a successor Administrator shall have been
appointed by the Issuer and (ii) such successor Administrator shall have
agreed in writing to be bound by the terms of this Agreement in the same
manner as the Administrator is bound hereunder.
(f) The appointment of any successor Administrator shall be effective
only after each Note Rating Agency confirms in writing that such proposed
appointment will not cause a Ratings Effect.
(g) Subject to Sections 8(e) and 8(f), the Administrator acknowledges
that upon the appointment of a Successor Servicer pursuant to the Pooling and
Servicing Agreement, the Administrator shall immediately resign and such
Successor Servicer shall automatically become the Administrator under this
Agreement.
9. Action upon Termination, Resignation or Removal. Promptly upon the
effective date of termination of this Agreement pursuant to Section 8(a) or
the resignation or removal of the Administrator pursuant to Section 8(b) or
(c), respectively, the Administrator shall be entitled to be paid all fees and
reimbursable expenses accruing to it to the date of such termination,
resignation or removal. The Administrator shall forthwith upon such
termination pursuant to Section 8(a) deliver to the Issuer all property and
documents of or relating to the Collateral then in the custody of the
Administrator. In the event of the resignation or removal of the Administrator
pursuant to Section 8(b) or (c), respectively, the Administrator shall
cooperate
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with the Issuer and take all reasonable steps requested to assist the Issuer
in making an orderly transfer of the duties of the Administrator.
10. Notices. Any notice, report or other communication given hereunder
shall be in writing and addressed as follows:
(a) if to the Issuer or the Owner Trustee, to:
DaimlerChrysler Master Owner Trust
c/o Chase Manhattan Bank USA, National Association
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Corporate Trustee Administration Department
(b) if to the Administrator, to:
DaimlerChrysler Services North America LLC
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Assistant Secretary
(c) if to the Indenture Trustee, to:
The Bank of New York
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: DaimlerChrysler Master Owner Trust
or to such other address as any party shall have provided to the other parties
in writing. Any notice required to be in writing hereunder shall be deemed
given if such notice is mailed by certified mail, postage prepaid, or
hand-delivered to the address of such party as provided above.
11. Amendments. This Agreement may be amended from time to time by a
written amendment duly executed and delivered by the Issuer, the Administrator
and the Indenture Trustee, with the written consent of the Owner Trustee,
without the consent of the Noteholders, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions
of this Agreement or of modifying in any manner the rights of the Noteholders
or the Beneficiary; provided that such amendment will not, in an Opinion of
Counsel satisfactory to the Indenture Trustee, materially and adversely affect
the interest of any Noteholder. This Agreement may also be amended by the
Issuer, the Administrator and the Indenture Trustee with the written consent
of the Owner Trustee and the holders of Notes evidencing at least a majority
of the Outstanding Amount of the Notes, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions
of this Agreement or of modifying in any manner the rights of Noteholders or
the Beneficiary; provided, however, that no such amendment may (i) increase or
reduce in any manner the amount of, or accelerate or delay the timing of,
collections of payments on Receivables or distributions that are required to
be made for the benefit of the Noteholders or (ii) reduce the aforesaid
percentage of the holders of Notes which are required to consent to any such
amendment, without the consent of the holders of all the
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outstanding Notes. Notwithstanding the foregoing, the Administrator may not
amend this Agreement without the permission of the Beneficiary, which
permission shall not be unreasonably withheld.
12. Successors and Assigns. This Agreement may not be assigned by the
Administrator unless such assignment is previously consented to in writing by
the Issuer and the Owner Trustee and subject to receipt of a confirmation from
each Note Rating Agency that such assignment will not cause a reduction,
qualification or withdrawal of any then current rating of any Notes. An
assignment with such consent and confirmation, if accepted by the assignee,
shall bind the assignee hereunder in the same manner as the Administrator is
bound hereunder. Notwithstanding the foregoing, this Agreement may be assigned
by the Administrator without the consent of the Issuer or the Owner Trustee to
a corporation or other organization that is a successor (by merger,
consolidation or purchase of assets) to the Administrator; provided that such
successor organization executes and delivers to the Issuer, the Owner Trustee
and the Indenture Trustee an agreement in which such corporation or other
organization agrees to be bound hereunder by the terms of said assignment in
the same manner as the Administrator is bound hereunder. Subject to the
foregoing, this Agreement shall bind any successors or assigns of the parties
hereto.
13. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
14. Headings. The section headings hereof have been inserted for
convenience of reference only and shall not be construed to affect the
meaning, construction or effect of this Agreement.
15. Counterparts. This Agreement may be executed in counterparts, each of
which when so executed shall be an original, but all of which together shall
constitute but one and the same agreement.
16. Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof and any such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other
jurisdiction.
17. Not Applicable to DaimlerChrysler Services North America LLC in Other
Capacities. Nothing in this Agreement shall affect any obligation
DaimlerChrysler Services North America LLC may have in any other capacity.
18. Limitation of Liability of Owner Trustee and Indenture Trustee. (a)
Notwithstanding anything contained herein to the contrary, this instrument has
been countersigned by Chase Manhattan Bank USA, National Association not in
its individual capacity but solely in its capacity as Owner Trustee of the
Issuer and in no event shall Chase
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Manhattan Bank USA, National Association in its individual capacity or any
beneficial owner of the Issuer have any liability for the representations,
warranties, covenants, agreements or other obligations of the Issuer
hereunder, as to all of which recourse shall be had solely to the assets of
the Issuer. For all purposes of this Agreement, in the performance of any
duties or obligations of the Issuer hereunder, the Owner Trustee shall be
subject to, and entitled to the benefits of, the terms and provisions of
Articles V, VI and XI of the Trust Agreement.
(b) Notwithstanding anything contained herein to the contrary, this
Agreement has been countersigned by Indenture Trustee not in its individual
capacity but solely as Indenture Trustee and in no event shall Indenture
Trustee have any liability for the representations, warranties, covenants,
agreements or other obligations of the Issuer hereunder or in any of the
certificates, notices or agreements delivered pursuant hereto, as to all of
which recourse shall be had solely to the assets of the Issuer.
19. Third-Party Beneficiary. The Owner Trustee is a third-party
beneficiary to this Agreement and is entitled to the rights and benefits
hereunder and may enforce the provisions hereof as if it were a party hereto.
* * * * * * *
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IN WITNESS WHEREOF, the parties have caused this Agreement
to be duly executed and delivered as of the day and year first above written.
DAIMLERCHRYSLER MASTER OWNER TRUST
By: CHASE MANHATTAN BANK USA, NATIONAL
ASSOCIATION,
not in its individual capacity but
solely as Owner Trustee
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Assistant Vice President
THE BANK OF NEW YORK
not in its individual capacity
but solely as Indenture Trustee
By: /s/ ▇▇▇▇ ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
Title: Assistant Treasurer
DAIMLERCHRYSLER SERVICES NORTH AMERICA
LLC,
as Administrator
By: /s/ ▇. ▇▇▇▇▇▇▇
--------------------------------
Name: ▇. ▇▇▇▇▇▇▇
Title: Assistant Controller
EXHIBIT A
POWER OF ATTORNEY
STATE OF NEW YORK }
}
COUNTY OF NEW YORK }
KNOW ALL MEN BY THESE PRESENTS, that Chase Manhattan Bank USA, National
Association, a national banking association, not in its individual capacity
but solely as owner trustee (the "Owner Trustee") for DaimlerChrysler Master
Owner Trust (the "Trust"), does hereby make, constitute and appoint
DaimlerChrysler Services North America LLC, as administrator under the
Administration Agreement dated as of June 1, 2002 (the "Administration
Agreement"), among the Trust, DaimlerChrysler Services North America LLC and
The Bank of New York, as Indenture Trustee, as the same may be amended from
time to time, and its agents and attorneys, as Attorneys-in-Fact to execute on
behalf of the Owner Trustee or the Trust any and all such documents, reports,
filings, instruments, certificates and opinions as it should be the duty of
the Owner Trustee or the Trust to prepare, file or deliver pursuant to the
Related Agreements, or pursuant to the Trust Agreement, including, without
limitation, to appear for and represent the Owner Trustee and the Trust in
connection with the preparation, filing and audit of federal, state and local
tax returns pertaining to the Trust, if any, and with full power to perform
any and all acts associated with such returns and audits, if any, that the
Owner Trustee could perform, including without limitation, the right to
distribute and receive confidential information, defend and assert positions
in response to audits, initiate and defend litigation, and to execute waivers
of restrictions on assessments of deficiencies, consents to the extension of
any statutory or regulatory time limit, and settlements.
All powers of attorney for this purpose heretofore filed or executed by
the Owner Trustee are hereby revoked.
Capitalized terms that are used and not otherwise defined herein shall
have the meanings ascribed thereto in the Administration Agreement.
EXECUTED this ___ of _____________, 200_.
CHASE MANHATTAN BANK USA, NATIONAL
ASSOCIATION,
not in its individual capacity but solely as Owner
Trustee
--------------------------------------------------
Name:
Title:
A-1
STATE OF ___________ }
}
COUNTY OF __________ }
Before me, the undersigned authority, on this day personally appeared
_______________________, known to me to be the person whose name is subscribed
to the foregoing instrument, and acknowledged to me that he/she signed the
same for the purposes and considerations therein expressed.
Sworn to before me this ___
day of _______, 200__.
__________________________________________
Notary Public - State of _________________
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