EXHIBIT 99.5
AGREEMENT OF ASSUMPTION
DAIMLERCHRYSLER MASTER OWNER TRUST
AGREEMENT OF ASSUMPTION, dated as of January 1, 2006, (the "Assumption
Agreement") among DAIMLERCHRYSLER MASTER OWNER TRUST, a Delaware statutory trust
(the "Trust"), DAIMLERCHRYSLER SERVICES NORTH AMERICA LLC, a Michigan limited
liability company ("DCS"), DAIMLERCHRYSLER FINANCIAL SERVICES AMERICAS LLC, a
Michigan limited liability company ("DCF"), and THE BANK OF NEW YORK, a New York
banking corporation (the "Indenture Trustee).
WHEREAS, (i) the Amended and Restated Administration Agreement, dated
as of December 16, 2004 ,among the Trust, DCS, and the Indenture Trustee (the
"Administration Agreement") appointed DCS as Administrator of the Trust;
WHEREAS, on or about January 1, 2006 DCS will be lawfully merged into
DCF, with DCF being the surviving legal entity of such merger (the "Merger");
and
WHEREAS, the Administration Agreements requires DCF, as successor
Administrator, as a result of the Merger, to meet certain requirements in order
for DCF to succeed to DCS's duties and obligations thereunder;
NOW, THEREFORE, in consideration of the mutual agreements 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 Administrator.
(A) Pursuant to the Administration Agreement, effective as of the
Effective Date (as defined below), DCF hereby agrees to be the successor
Administrator with respect to the Trust and to be bound by the terms of the
Administration Agreement in the same manner that DCS, prior to the Merger, was
bound thereunder without any further act on the part of any parties to the
Administration Agreement.
(B) Pursuant to the Administration Agreement, effective as of the
Effective Date, DCF hereby agrees to cooperate with the Trust and take all
reasonable steps requested to assist the Trust in making an orderly transfer of
the duties of the Administrator.
2. Notices.
Any notice, report or other communication given to DCF as successor
Administrator under the Administration Agreement shall be addressed as follows:
DaimlerChrysler Financial
Services Americas LLC
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Assistant Secretary
or to such other address as DCF shall provide.
3. Governing Law.
THIS ASSUMPTION AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.
4. 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 Assumption Agreement.
5. Counterparts.
This Assumption Agreement may be executed in counterparts, each of
which when so executed shall together constitute but one and the same Assumption
Agreement.
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6. Severability.
Any provision of this Assumption 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.
7. Effective Date.
The effectiveness of this Assumption Agreement shall be subject to the
condition that the Merger shall have occurred and the effective date of this
Agreement shall be the date of the Merger (the "Effective Date").
8. Definitions.
Capitalized terms used and not defined herein are as defined in the
Administration Agreement.
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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 written above.
DAIMLERCHRYSLER MASTER
OWNER TRUST
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION,
not in its individual
capacity but solely as
Owner Trustee,
By: /s/▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
THE BANK OF NEW YORK,
not in its individual
capacity but solely as
Indenture Trustee,
By: /s/ ▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇
Title: Vice President
DAIMLERCHRYSLER SERVICES
NORTH AMERICA LLC, as Administrator,
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Secretary
DAIMLERCHRYSLER FINANCIAL SERVICES
AMERICAS LLC,
as successor Administrator,
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Secretary
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