EXHIBIT 4.4
(includes Exhibit 4.7)
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DAIMLERCHRYSLER MASTER OWNER TRUST
as Issuer
and
THE BANK OF NEW YORK
as Indenture Trustee
SERIES [o] INDENTURE SUPPLEMENT
dated as of [o] 1, [o]
to
INDENTURE
dated as of June 1, 2002
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TABLE OF CONTENTS
Page
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ARTICLE I
Definitions and Other Provisions
of General Application
Section 1.01. Definitions............................................................................. 1
Section 1.02. Governing Law........................................................................... 9
Section 1.03. Counterparts............................................................................ 9
Section 1.04. Ratification of Indenture............................................................... 9
ARTICLE II
The Series [o] Notes
Section 2.01. Creation and Designation................................................................ 9
Section 2.02. Form of Delivery; Depository; Denominations.............................................10
Section 2.03. Delivery and Payment....................................................................10
Section 2.04. ERISA Restrictions......................................................................10
ARTICLE III
Allocations, Deposits and Payments
Section 3.01. Allocations of Series [o] Available Interest Amount.....................................10
Section 3.02. Amounts to be Treated as Series [o] Available Interest Amount; Other Deposits to
the Interest Funding Account............................................................11
Section 3.03. Allocations of Reductions from Investor Charge-Offs to the Overcollateralization
Amount and the Nominal Liquidation Amount of the Series [o] Notes.......................12
Section 3.04. Allocations of Reimbursements of Nominal Liquidation Amount Deficit and
Overcollateralization Amount Deficit....................................................12
Section 3.05. Application of Series [o] Available Principal Amount....................................13
Section 3.06. Computation of Reductions to the Nominal Liquidation Amount of the Series [o]
Notes and the Overcollateralization Amount from Reallocations of Series [o]
Available Principal Amounts.............................................................13
Section 3.07. Targeted Deposits of Series [o] Available Principal Amounts to the Principal
Funding Account.........................................................................14
Section 3.08. Amounts to be Treated as Series [o] Available Principal Amounts; Other Deposits
to Principal Funding Account............................................................14
Section 3.09. Withdrawals from Interest Funding Account...............................................15
Section 3.10. Withdrawals from Principal Funding Account..............................................15
Section 3.11. Limit on Repayment of the Series [o] Notes..............................................15
Section 3.12. Calculation of Nominal Liquidation Amount of Series [o] Notes and
Overcollateralization Amount............................................................15
Section 3.13. Netting of Deposits and Payments........................................................17
Section 3.14. Payments to Noteholders.................................................................17
i
Section 3.15. Exercise of Put Feature; Sale of Receivables for Accelerated Notes......................18
Section 3.16. Calculation Agent; Determination of LIBOR...............................................19
Section 3.17. Excess Available Interest Amounts Sharing...............................................20
Section 3.18. Excess Available Principal Amounts Sharing..............................................21
Section 3.19. Computation of Interest.................................................................21
Section 3.20. Variable Accumulation Period............................................................21
Section 3.21. Payments to the Issuer..................................................................22
Section 3.22. Payment Instructions and Monthly Noteholders' Report....................................22
ARTICLE IV
Early Redemption of Notes
Section 4.01. Early Redemption Events.................................................................22
ARTICLE V
Accounts and Investments
Section 5.01. Accounts................................................................................24
EXHIBITS
EXHIBIT A FORM OF SERIES [o] NOTE
EXHIBIT B FORM OF SERIES [o] SCHEDULE TO PAYMENT INSTRUCTIONS
EXHIBIT C FORM OF SERIES [o] SCHEDULE TO MONTHLY NOTEHOLDERS' STATEMENT
-------------------------------
ii
This SERIES [o] INDENTURE SUPPLEMENT (this "Indenture Supplement"),
by and between DAIMLERCHRYSLER MASTER OWNER TRUST, a statutory trust created
under the laws of the State of Delaware (the "Issuer"), having its principal
office at c/o Chase Manhattan Bank USA, National Association, 500 Stanton
Christiana Road, Newark, Delaware 19713, and THE BANK OF NEW YORK, a New York
banking corporation (the "Indenture Trustee"), is made and entered into as of
[o] 1, [o].
Pursuant to this Indenture Supplement, the Issuer shall create a new
series of Notes and shall specify the principal terms thereof.
ARTICLE I
Definitions and Other Provisions
of General Application
Section 1.01. Definitions. For all purposes of this Indenture
Supplement, except as otherwise expressly provided or unless the context
otherwise requires:
(1) the terms defined in this Article I have the meanings assigned
to them in this Article I, and include the plural as well as the
singular;
(2) all other terms used herein which are defined in the Indenture,
either directly or by reference therein, have the meanings assigned to
them in the Indenture and, if not defined in the Indenture, have the
meanings assigned to them in the Pooling and Servicing Agreement or the
Series 2002-CC Supplement, as applicable;
(3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted
accounting principles and, except as otherwise herein expressly provided,
the term "generally accepted accounting principles" with respect to any
computation required or permitted hereunder means such accounting
principles as are generally accepted in the United States of America at
the date of such computation;
(4) all references in this Indenture Supplement to designated
"Articles," "Sections" and other subdivisions are to the designated
Articles, Sections and other subdivisions of this Indenture Supplement as
originally executed. The words "herein," "hereof" and "hereunder" and
other words of similar import refer to this Indenture Supplement as a
whole and not to any particular Article, Section or other subdivision;
(5) in the event that any term or provision contained herein shall
conflict with or be inconsistent with any term or provision contained in
the Indenture, the terms and provisions of this Indenture Supplement
shall be controlling;
(6) except as expressly provided herein, each capitalized term
defined herein shall relate only to the Series [o] Notes and no other
Series of Notes issued by the Issuer; and
(7) "including" and words of similar import will be deemed to be
followed by "without limitation."
"Accumulation Period" means, with respect to the Series [o] Notes,
the period from and including the Accumulation Period Commencement Date to but
excluding the earlier of (i) the Series [o] Termination Date and (ii) the day
on which an Early Redemption Period commences.
"Accumulation Period Commencement Date" means [o] or, if the Issuer,
acting directly or through the Administrator, makes an election pursuant to
Section 3.20, the later date selected by the Issuer pursuant to Section 3.20.
"Accumulation Period Length" means the number of full Collection
Periods between the Accumulation Period Commencement Date and the Series [o]
Expected Principal Payment Date.
"Adjusted Outstanding Dollar Amount" means, with respect to the
Series [o] Notes, the Outstanding Dollar Principal Amount of the Series [o]
less (i) any funds (other than investment earnings) in the Principal Funding
Account and (ii) any amount (exclusive of investment earnings) in the Excess
Funding Account that is allocable to Series [o].
"Aggregate Series Available Interest Amount Shortfall" means the sum
of the "Series Available Interest Amount Shortfalls" for all series of Notes
(as such term is defined in each of the related Indenture Supplements).
"Aggregate Series Available Principal Shortfall" means the sum of
the "Series Available Principal Amount Shortfalls" for all series of Notes (as
such term is defined in the related Indenture Supplements).
"applicable investment category" means "Aaa" or "P-1" in the case of
Moody's and "AAA" or "A-1+" in the case of Standard & Poor's.
"Calculation Agent" is defined in Section 3.16.
"Controlled Accumulation Amount" means $[o]; provided, however, that
if the Accumulation Period Length with respect to the Series [o] Notes is
determined to be less than five months pursuant to Section 3.20, the
Controlled Accumulation Amount for any Payment Date will be equal to (i) the
Initial Dollar Principal Amount of the Series [o] Notes divided by (ii) the
Accumulation Period Length.
"Controlled Deposit Amount" means, with respect to any Payment Date,
the excess of (i) the Controlled Accumulation Amount over (ii) any funds in
the Excess Funding Account that are allocable to Series [o] and will be
deposited into the Principal Funding Account on such Payment Date.
"DaimlerChrysler" means DaimlerChrysler Corporation, a Delaware
corporation, and its successors.
2
"DCS" means DaimlerChrysler Services North America LLC, a Michigan
limited liability company, and its successors and permitted assigns.
"Early Redemption Event" means, with respect to the Series [o]
Notes, the occurrence of any of the events specified in Section 1201 of the
Indenture and Section 4.01 of this Indenture Supplement.
"Early Redemption Period" means, with respect to the Series [o]
Notes, the period from and including the date on which an Early Redemption
Event occurs to but excluding the earlier of (i) the Series [o] Termination
Date and (ii) if such Early Redemption Period has commenced before the
scheduled termination of the Revolving Period, the day on which the Revolving
Period recommences pursuant to Section 4.01.
"ERISA" means the Employee Retirement Income Security Act of 1974,
as amended.
"Event of Default" is defined in Section 701 of the Indenture.
"Incremental Overcollateralization Amount" means, at the time of
determination, the product obtained by multiplying
(i) a fraction, the numerator of which is the Series [o] Nominal
Liquidation Amount (calculated without including the Incremental
Overcollateralization Amount), and the denominator of which is the Pool
Balance on the last day of the preceding Collection Period
by (ii) the excess, if any, of
(a) the sum of the Overconcentration Amount and the
aggregate amount of Ineligible Receivables on that
date
over (b) the aggregate amount of Ineligible Receivables and
Receivables in Accounts containing Dealer
Overconcentrations, in each case that became
Defaulted Receivables during the preceding Collection
Period and are not subject to reassignment from the
CARCO Trust, unless any insolvency event relating to
DCWR or the Servicer as described in Section 9.01(b),
(c), (d) or (e) of the Pooling and Servicing
Agreement has occurred.
"Indenture" means the Indenture, dated as of June 1, 2002, between
the Issuer and The Bank of New York, as Indenture Trustee, as amended,
restated and supplemented from time to time.
"Initial Dollar Principal Amount" means, with respect to the Series
[o] Notes, $[o].
3
"Initial Primary Overcollateralization Amount" means $[o], which is
the product of (i) the Overcollateralization Percentage and (ii) the initial
Nominal Liquidation Amount of the Series [o] Notes.
"Interest Funding Account" means the trust account designated as
such and established pursuant to Section 5.01(a).
"Interest Payment Date" means the [o] day of each calendar month, or
if such [o] day is not a Business Day, the next succeeding Business Day. The
initial Interest Payment Date is [o].
"Interest Period" means, with respect to any Interest Payment Date,
the period from and including the previous Interest Payment Date (or in the
case of the initial Interest Payment Date, from and including the Issuance
Date) to but excluding such current Interest Payment Date.
"Investor Charge-Off" means, with respect to any Payment Date, the
aggregate amount, if any, by which the Series [o] Investor Default Amount, if
any, for the preceding Monthly Period exceeds the Series [o] Available
Interest Amount for such Payment Date available after giving effect to clauses
(a), (b) and (c) of Section 3.01.
"Investor Default Amount" is defined in the Series 2002-CC
Supplement.
"Issuance Date" means [o].
"Legal Maturity Date" means the Payment Date in [o].
"LIBOR" means, with respect to any Interest Period, the London
interbank offered rate determined in accordance with Section 3.16.
"LIBOR Determination Date" means, with respect to any Interest
Period, the second London Business Day prior to the commencement of such
Interest Period.
"London Business Day" means a day that is both a Business Day and a
day on which banking institutions in the City of London, England are not
required or authorized by law to be closed.
"Monthly Period" is defined in the Indenture; provided, however,
that, with respect to this Indenture Supplement, the first Monthly Period is
the period beginning on the close of business on the Series [o] Cut-Off Date
and ending on and including [o]. The Monthly Period is the same as the
Collection Period.
"Nominal Liquidation Amount of the Series [o] Notes" means, with
respect to the Series [o] Notes, the amount calculated pursuant to Section
3.12(a).
"Nominal Liquidation Amount Deficit" means, with respect to the
Series [o] Notes, the excess of (i) the Adjusted Outstanding Dollar Principal
Amount of the Series [o] Notes over (ii) the Nominal Liquidation Amount of the
Series [o] Notes.
4
"Note Rating Agency" means, with respect to the Series [o] Notes,
each of Moody's, Standard & Poor's and Fitch.
"Overcollateralization Amount" means, with respect to the Series [o]
Notes, the amount calculated pursuant to Section 3.12(b). The initial
Overcollateralization Amount is $[o].
"Overcollateralization Amount Deficit" means, with respect to the
Series [o] Notes, the excess of (i) the aggregate of the reallocations and
reductions made pursuant to Sections 3.12(b)(ii)(C) and (D) over (ii) the
aggregate amount of all reimbursements made pursuant to Section
3.12(b)(ii)(B).
"Overcollateralization Percentage" means [9.89]%; provided that the
Overcollateralization Percentage shall be [11.11]% so long as the rating of
the long-term unsecured debt of DaimlerChrysler AG is less than "[BBB-]" by
Standard & Poor's.
"Paying Agent" means, initially, the Indenture Trustee.
"Payment Date" means, with respect to the Series [o] Notes, the
Principal Payment Date or any Interest Payment Date.
"PFA Earnings" means, with respect to each Payment Date, the
investment earnings on funds in the Principal Funding Account (net of
investment expenses and losses) for the period from and including the
immediately preceding Payment Date to but excluding such Payment Date.
"PFA Earnings Shortfall" means, with respect to any Payment Date,
the excess, if any, of (i) the PFA Earnings Target for such Payment Date over
(ii) the PFA Earnings for such Payment Date.
"PFA Earnings Target" means, with respect to any Payment Date, with
respect to any amount on deposit in the Principal Funding Account, the Dollar
amount of interest that would have accrued on such amount for the period from
and including the preceding Payment Date to but excluding such Payment Date if
such amount had borne interest at the related Series [o] Note Interest Rate.
"Plan" means an employee benefit plan, as defined in Section 3(3) of
ERISA, that is subject to ERISA or a plan, as defined in Section 4975(e)(1) of
the Code.
"Pooling and Servicing Agreement" means the Amended and Restated
Pooling and Servicing Agreement, dated as of December 5, 2001, among DCWR, as
Seller, DCS, as Servicer, and The Bank of New York, as CARCO Trust Trustee, as
amended, restated and supplemented from time to time.
5
"Primary Overcollateralization Amount" means, at the time of
determination, the product of (i) the Overcollateralization Percentage and
(ii) the Nominal Liquidation Amount of the Series [o] Notes at such time;
provided that if an Early Redemption Period has commenced and the Revolving
Period has not recommenced, then the amount referred to in clause (ii) shall
be the Nominal Liquidation Amount of the Series [o] Notes at the commencement
of the Early Redemption Period.
"Principal Funding Account" means the trust account designated as
such and established pursuant to Section 5.01(a).
"Principal Payment Date" means, with respect to the Series [o]
Notes, the Series [o] Expected Principal Payment Date or, upon the
acceleration of the Series [o] Notes following an Event of Default or the
occurrence of an Early Redemption Event, each Interest Payment Date occurring
after such acceleration or Early Redemption Event.
"Put Feature" means, with respect to the Series [o] Notes, the right
of the Holders to put the Series [o] Notes to the Issuer upon satisfaction of
the conditions set forth in Section 3.15(a) and receive the amounts specified
in Section 3.15(a).
"Receivables Sales Proceeds" means, with respect to the Series [o]
Notes, the proceeds of the sale of Receivables with respect to such series of
Notes pursuant to Section 3.15. Receivables Sales Proceeds do not constitute
Available Principal Amounts.
"Receivables Sales Proceeds Deposit Amount" means, with respect to
the Series [o] Notes in respect of which the Issuer has received Receivables
Sales Proceeds, the amount of Receivables Sales Proceeds on deposit in the
Principal Funding Account.
"Record Date" means, with respect to any Payment Date, (i) if the
Series [o] Notes are Global Notes, the day immediately preceding such Payment
Date and (ii) if the Series [o] Notes are definitive Notes, the last day of
the calendar month ending before such Payment Date.
"Reference Banks" means four major banks engaged in transactions in
the London interbank market selected by the Calculation Agent for the purpose
of determining LIBOR.
"Required Primary Overcollateralization Amount" means, with respect
to any Payment Date, the product of (i) the Overcollateralization Percentage
and (ii) the Nominal Liquidation Amount of the Series [o] Notes calculated
after giving effect to allocations, deposits and payments to be made on such
Payment Date but without giving effect to the reductions in Sections
3.12(a)(ii)(C) and (D) and the reimbursements in Section 3.12(a)(ii)(B).
"Revolving Period" means, with respect to the Series [o] Notes, the
period from the close of business on the Series [o] Cut-Off Date to but
excluding the earlier of (i) the Accumulation Period Commencement Date and
(ii) the day on which an Early Redemption Period commences. The Revolving
Period, however, may recommence upon the termination of an Early Redemption
Period pursuant to Section 4.01.
6
"Series [o] Account" is defined in Section 5.01(a).
"Series [o] Available Amount" means, with respect to any Payment
Date, the sum of the Series [o] Available Interest Amount and the Series [o]
Available Principal Amount for such Payment Date.
"Series [o] Available Interest Amount" means, with respect to any
Payment Date, the sum of (a) the Available Interest Amount allocated to Series
[o] pursuant to Section 501 of the Indenture and (b) any amounts to be treated
as part of the Series [o] Available Interest Amount pursuant to Section
3.02(a).
"Series [o] Available Interest Amount Shortfall" means, with respect
to any Payment Date, the excess, if any, of (i) the aggregate amount required
to be applied pursuant to Sections 3.01(a) through (e) for such Payment Date
over (ii) the Series [o] Available Interest Amount (excluding amounts to be
treated as part of the Series [o] Available Interest Amount pursuant to
Section 3.17(a) for such Payment Date); provided, however, that the Issuer,
when authorized by an Officer's Certificate, may amend or otherwise modify
this definition of Series [o] Available Interest Amount Shortfall if the Note
Rating Agencies confirm in writing that the amendment or modification will not
cause a Ratings Effect.
"Series [o] Available Principal Amount" means, with respect to any
Payment Date, the sum of (a) the Available Principal Amount allocated to
Series [o] pursuant to Section 502 of the Indenture and (b) any amounts to be
treated as part of the Series [o] Available Principal Amount pursuant to
Section 3.01(d) or 3.01(e).
"Series [o] Available Principal Amount Shortfall" means, with
respect to any Payment Date, the excess, if any, of (i) the aggregate amount
required to be applied pursuant to Section 3.07 over (ii) the Series [o]
Available Principal Amount (excluding amounts to be treated as part of the
Series [o] Available Principal Amount pursuant to Section 3.18(a) for such
Payment Date); provided, however, that the Issuer, when authorized by an
Officer's Certificate, may amend or otherwise modify this definition of Series
[o] Available Principal Amount Shortfall if the Note Rating Agencies confirm
in writing that the amendment or modification will not cause a Ratings Effect.
"Series [o] Cut-Off Date" means [o].
"Series [o] Expected Principal Payment Date" means the Payment Date
in [o].
"Series [o] Floating Allocation Percentage" means, with respect to
any Payment Date, the percentage equivalent, which shall never exceed 100%, of
a fraction, the numerator of which is the Series [o] Nominal Liquidation
Amount as of the last day of the immediately preceding Collection Period and
the denominator of which is the sum of the series nominal liquidation amounts
for all series of Notes (including Series [o]) on that day.
7
"Series [o] Investor Default Amount" means, with respect to any
Payment Date, the product of the Investor Default Amount with respect to such
Payment Date and the Series [o] Floating Allocation Percentage for such
Payment Date.
"Series [o] Monthly Interest" is defined in Section 3.01(b).
"Series [o] Nominal Liquidation Amount" means, at the time of
determination, the amount equal to the sum of (i) the Nominal Liquidation
Amount of the Series [o] Notes at such time and (ii) the Overcollateralization
Amount at such time. The initial Series [o] Nominal Liquidation Amount is
$[o].
"Series [o] Note Interest Rate" means, with respect to an Interest
Period, a rate per annum equal to LIBOR, as determined by the Calculation
Agent on the related LIBOR Determination Date with respect to such Interest
Period, plus [o]%.
"Series [o] Noteholder" means a Person in whose name a Series [o]
Note is registered in the Note Register.
"Series [o] Note" means any of the Notes executed by the Issuer and
authenticated by or on behalf of the Indenture Trustee, substantially in the
form of Exhibit A hereto.
"Series [o] Principal Allocation Percentage" means, with respect to
any Payment Date, the percentage equivalent, which shall never exceed 100%, of
a fraction the numerator of which is the Series [o] Nominal Liquidation Amount
as of the last day of the immediately preceding Collection Period or, if the
Accumulation Period or Early Redemption Period has commenced, as of the last
day of the Collection Period immediately preceding the commencement of the
Early Redemption Period or Accumulation Period, and the denominator of which
is the sum of the series nominal liquidation amounts for each series of Notes
(including Series [o]) as of the last day of the immediately preceding
Collection Period, provided, however, that for any series of Notes that is
amortizing or accumulating principal, the series nominal liquidation amount of
that series will be the series nominal liquidation amount as of the last day
of the Collection Period prior to the commencement of such amortization or
accumulation.
"Series [o] Servicing Fee" means, with respect to any Payment Date,
the pro rata portion of the Certificateholders Monthly Servicing Fee allocable
to the Series [o] Notes based on the Series [o] Floating Allocation Percentage
for such Payment Date.
"Series [o] Termination Date" means the earliest to occur of (i) the
Principal Payment Date on which the Outstanding Dollar Principal Amount of the
Series [o] Notes is reduced to zero, (ii) the Legal Maturity Date and (iii)
the date on which the Indenture is discharged and satisfied pursuant to
Article VI thereof.
"Series 2002-CC Supplement" means the Series 2002-CC Supplement to
the Pooling and Servicing Agreement, dated as of June 1, 2002, among DCWR, as
Seller, DCS, as Servicer, and The Bank of New York, as CARCO Trust Trustee, as
amended, restated and supplemented from time to time.
8
"Shared Excess Available Interest Amount" means, with respect to any
Payment Date with respect to any series of Notes, either (i) the Series [o]
Available Interest Amount for such Payment Date available after application in
accordance with Sections 3.01(a) through (e) or (ii) the amounts allocated to
the Notes of other series that the applicable Indenture Supplements for such
series specify are to be treated as "Shared Excess Available Interest Amount."
"Shared Excess Available Principal Amount" means, with respect to
any Payment Date and any series of Notes, either (i) the Series [o] Available
Principal Amount for such Payment Date applied as Shared Excess Available
Principal Amount in accordance with Section 3.05 or (ii) the amounts allocated
to the Notes of other series that the Indenture Supplements for such series
specify are to be treated as "Shared Excess Available Principal Amount."
"Stated Principal Amount" means, with respect to the Series [o]
Notes, $[o].
"Telerate Page 3750" means the display page so designated as
reported by Bloomberg Financial Markets Commodities News (or such other page
as may replace that page on that service, or any other service that may be
nominated as the information vendor, for the purpose of displaying London
interbank offered rates of major banks for Dollar deposits).
Section 1.02. Governing Law. THIS INDENTURE SUPPLEMENT WILL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION
5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW) AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.
Section 1.03. Counterparts. This Indenture Supplement may be
executed in any number of counterparts, each of which so executed will be
deemed to be an original, but all such counterparts will together constitute
but one and the same instrument.
Section 1.04. Ratification of Indenture. As supplemented by this
Indenture Supplement, the Indenture is in all respects ratified and confirmed
and the Indenture as so supplemented by this Indenture Supplement shall be
read, taken and construed as one and the same instrument.
ARTICLE II
The Series [o] Notes
Section 2.01. Creation and Designation.
(a) There is hereby created a series of Notes to be issued pursuant
to the Indenture and this Indenture Supplement to be known as "DaimlerChrysler
Master Owner Trust Floating Rate Auto Dealer Loan Asset Backed Notes, Series
[o]" or the "[o] Notes." The Series [o] Notes will be issued in one class.
9
(b) The Series [o] Notes shall not be subordinated to any other
series of Notes.
Section 2.02. Form of Delivery; Depository; Denominations.
(a) The Series [o] Notes, upon original issuance, shall be delivered
in the form of Global Notes and Registered Notes as provided in Sections 202
and 301(g) of the Indenture, respectively.
(b) The Depository for the Series [o] Notes shall be The Depository
Trust Company, and the Series [o] Notes shall initially be registered in the
name of Cede & Co., its nominee.
(c) The Series [o] Notes will be issued in minimum denominations of
$1,000 and integral multiples of that amount.
Section 2.03. Delivery and Payment. The Issuer shall execute and
deliver the Series [o] Notes to the Indenture Trustee for authentication, and
the Indenture Trustee shall deliver the Series [o] Notes when authenticated,
each in accordance with Section 303 of the Indenture. All proceeds from the
issuance and sale of the Series [o] Notes shall be paid to DCWR and treated as
a distribution pursuant to the Trust Agreement on the uncertificated
beneficial interest in the Issuer held by DCWR, as Beneficiary.
Section 2.04. ERISA Restrictions. By accepting an interest in a
Series [o] Note, each owner or holder of such interest shall acknowledge and
agree that the Series [o] Notes may not be purchased with the assets of a Plan
if DCWR, an underwriter for the Series [o] Notes, the Indenture Trustee, the
Owner Trustee or any of their Affiliates (i) has investment or administrative
discretion with respect to the assets of such Plan, (ii) has authority or
responsibility to give, or regularly gives, investment advice with respect to
those Plan assets for a fee and pursuant to an understanding or agreement that
such advice will serve as a primary basis for investment decisions with
respect to those Plan assets and will be based on the particular investment
needs for such Plan or (iii) is an employer maintaining or contributing to
such Plan.
ARTICLE III
Allocations, Deposits and Payments
Section 3.01. Allocations of Series [o] Available Interest Amount.
On each Payment Date, the Indenture Trustee will apply the Series [o]
Available Interest Amount as follows:
(a) first, if neither DCS nor any of its Affiliates is the Servicer,
to pay the Series [o] Servicing Fee, plus any previously due and unpaid Series
[o] Servicing Fee (to the extent it has not been waived by the Servicer for
such Payment Date) to the Servicer;
(b) second, to deposit to the Interest Funding Account an amount
equal to (i) the product of (A) a fraction, the numerator of which is the
actual number of days in the
10
related Interest Period and the denominator of which is 360, times (B) the
Series [o] Note Interest Rate applicable to the related Interest Period, times
(C) the Outstanding Dollar Principal Amount of the Series [o] Notes determined
as of the Record Date preceding the related Payment Date (the "Series [o]
Monthly Interest"), plus (ii) an amount equal to the excess, if any, of the
aggregate amount accrued pursuant to this Section 3.01(b) as of prior Interest
Periods over the aggregate amount of interest paid to the Series [o]
Noteholders pursuant to this Section 3.01(b) in respect of such prior Interest
Periods, together with interest at the Series [o] Note Interest Rate on such
delinquent amount, to the extent permitted by applicable law;
(c) third, if DCS or any of its Affiliates is the Servicer, to pay
the Series [o] Servicing Fee plus any previously due and unpaid Series [o]
Servicing Fee (to the extent it has not been waived by the Servicer for such
Payment Date) to the Servicer;
(d) fourth, to be treated as part of the Series [o] Available
Principal Amount for application in accordance with Section 3.05 in an amount
equal to the Series [o] Investor Default Amount, if any, for the preceding
Monthly Period;
(e) fifth, to be treated as part of the Series [o] Available
Principal Amount for application in accordance with Section 3.05 in an amount
equal to the sum of (x) the Nominal Liquidation Amount Deficit, if any, and
(y) the Overcollateralization Amount Deficit, if any;
(f) sixth, to be treated as Shared Excess Available Interest Amount
for application in accordance with Section 3.17; and
(g) seventh, to the Issuer.
Section 3.02. Amounts to be Treated as Series [o] Available Interest
Amount; Other Deposits to the Interest Funding Account. The following deposits
and payments will be made on the following dates:
(a) Amounts to be Treated as Series [o] Available Interest Amount.
In addition to the Available Interest Amount allocated to Series [o] pursuant
to Section 501 of the Indenture, the following amounts shall be treated as
part of the Series [o] Available Interest Amount for application in accordance
with this Article III:
(i) PFA Earnings Shortfall. The PFA Earnings Shortfall, to the
extent funded pursuant to Section 4.01(c) of the Series 2002-CC
Supplement, will be treated as part of the Series [o] Available Interest
Amounts for the related Payment Date.
(ii) Account Earnings. Any PFA Earnings for any Payment Date will be
treated as part of the Series [o] Available Interest Amount for such
Payment Date.
(iii) Shared Excess Available Interest Amounts. Any Shared Excess
Available Interest Amounts allocable to Series [o] will be treated as
part of the Series [o] Available Interest Amounts pursuant to Section
3.17(a).
11
(b) Receivables Sales Proceeds. Receivables Sales Proceeds received by
the Issuer pursuant to Section 3.15(c)(ii) for the Series [o] Notes will be
deposited into the Interest Funding Account on the date of receipt by the
Issuer.
Section 3.03. Allocations of Reductions from Investor Charge-Offs to the
Overcollateralization Amount and the Nominal Liquidation Amount of the Series
[o] Notes. On each Payment Date when there is an Investor Charge-Off with
respect to the related Monthly Period, such Investor Charge-Off will be
allocated on that date to the Overcollateralization Amount and the Nominal
Liquidation Amount of the Series [o] Notes as set forth in this Section 3.03.
(a) First, the amount of such Investor Charge-Off will be allocated to
the Overcollateralization Amount in an amount equal to lesser of (i) such
Investor Charge-Off and (ii) the Overcollateralization Amount (computed prior
to giving effect to such Investor Charge-Off and any reallocation of Series
[o] Available Principal Amount on such date). In such case, the
Overcollateralization Amount will be reduced by an amount equal to the portion
of such Investor Charge-Off that is allocated to the Overcollateralization
Amount pursuant to this clause (a); provided, however, that no such allocation
will reduce the Overcollateralization Amount below zero.
(b) Second, the amount of such Investor Charge-Off remaining after giving
effect to clause (a) above will be allocated to the Series [o] Notes in an
amount equal to the lesser of (i) the excess, if any, of the Investor
Charge-Off for such Monthly Period over the amount of the reduction of the
Overcollateralization Amount pursuant to clause (a) above and (ii) the Nominal
Liquidation Amount of the Series [o] Notes (computed prior to giving effect to
such Investor Charge-Off and any reallocations of Series [o] Available
Principal Amounts on such date). In such case, the Nominal Liquidation Amount
of the Series [o] Notes will be reduced by an amount equal to the portion of
such Investor Charge-Off that is allocated to the Series [o] Notes pursuant to
this clause (b); provided, however, that no such allocation will reduce the
Nominal Liquidation Amount of the Series [o] Notes below zero.
Section 3.04. Allocations of Reimbursements of Nominal Liquidation Amount
Deficit and Overcollateralization Amount Deficit. If, as of any Payment Date,
there is any Series [o] Available Interest Amount available pursuant to
Section 3.01(e) to reimburse any Nominal Liquidation Amount Deficit or
Overcollateralization Amount Deficit as of such Payment Date, such funds will
be allocated as follows:
(a) first, to the Nominal Liquidation Amount of the Series [o] Notes, but
in no event will the Nominal Liquidation Amount of the Series [o] Notes be
increased above the Adjusted Outstanding Dollar Principal Amount of the Series
[o] Notes; and
(b) second, to the Overcollateralization Amount, but in no event will the
Overcollateralization Amount be increased above the Overcollateralization
Amount calculated as if there had been no reduction of the
Overcollateralization Amount pursuant to Section 3.03 or 3.06.
12
Section 3.05. Application of Series [o] Available Principal Amount. On
each Payment Date, the Indenture Trustee will apply the Series [o] Available
Principal Amount as follows:
(a) first, if, after giving effect to deposits to be made with respect to
such Payment Date pursuant to Section 3.01(b), the Series [o] Notes have not
received the full amount targeted to be deposited pursuant to Section 3.01(b)
with respect to that Payment Date, then the Series [o] Available Principal
Amount will be allocated to the Interest Funding Account in an amount equal to
the lesser of the following amounts:
(i) the amount of the deficiency in such targeted amount to be
deposited into the Interest Funding Account; and
(ii) the Series [o] Nominal Liquidation Amount (determined
after giving effect to the application of the Investor Charge-Off
pursuant to Section 3.03);
(b) second, if Series [o] is in its Accumulation Period or an Early
Redemption Period, (i) any remaining Series [o] Available Principal Amount
(after giving effect to clause (a)) will be applied to make the targeted
deposit to the Principal Funding Account pursuant to Section 3.07 and (ii) any
remaining Series [o] Available Principal Amount (after giving effect to clause
(i)) will be treated as Shared Excess Available Principal Amount;
(c) third, if Series [o] is not in its Accumulation Period or an
Early Redemption Period, any remaining Series [o] Available Principal Amount
(after giving effect to clauses (a) and (b) above) will be treated as Shared
Excess Available Principal Amount; and
(d) fourth, if the Outstanding Dollar Principal Amount of the Series
[o] has been reduced to zero on or before such Payment Date, the remaining
Series [o] Available Principal Amount (after giving effect to clauses (a), (b)
and (c)) shall be paid to the Issuer.
Section 3.06. Computation of Reductions to the Nominal Liquidation
Amount of the Series [o] Notes and the Overcollateralization Amount from
Reallocations of Series [o] Available Principal Amounts.
(a) Each reallocation of a portion of the Series [o] Available
Principal Amount that is deposited to the Interest Funding Account pursuant to
Section 3.05(a) will reduce the Overcollateralization Amount; provided,
however, that such reduction shall not exceed the Overcollateralization Amount
(after giving effect to any reductions pursuant to Section 3.03 for Investor
Charge-Offs).
(b) Each reallocation of a portion of the Series [o] Available
Principal Amount that is deposited to the Interest Funding Account pursuant to
Section 3.05(a) in excess of the amounts applied pursuant to clause (a) above
that reduce the Overcollateralization Amount to zero will reduce the Nominal
Liquidation Amount of the Series [o] Notes; provided, however, that the amount
of such reduction shall not exceed the Nominal Liquidation Amount of the
13
Series [o] Notes (after giving effect to any reductions pursuant to Section
3.03 for Investor Charge-Offs).
Section 3.07. Targeted Deposits of Series [o] Available Principal
Amounts to the Principal Funding Account. The Series [o] Available Principal
Amount that is targeted to be deposited into the Principal Funding Account
with respect to any Payment Date will be (i) the amount determined pursuant to
clause (a) or (b) below for such Payment Date, as applicable, or if more than
one such clause is applicable, the highest amount determined pursuant to any
one of such clauses, and (ii) any targeted deposit pursuant to clause (i) for
any prior Payment Date to the extent not previously deposited, but in no case
more than the Nominal Liquidation Amount of the Series [o] Notes (computed
immediately before giving effect to such deposit but after giving effect to
any reductions thereof due to any Investor Charge-Offs and any reallocations
of the Series [o] Available Principal Amount on such date).
(a) Budgeted Deposits. Subject to Section 3.07(b), with respect to
each Principal Payment Date, beginning with the Accumulation Commencement
Date, the targeted deposit to be made into the Principal Funding Account will
be the Controlled Deposit Amount for the related Payment Date.
(b) Event of Default, Early Redemption Event, Other Optional or
Mandatory Redemption. If the Series [o] Notes have been accelerated during a
Monthly Period after the occurrence of an Event of Default, or if an Early
Redemption Event with respect to the Series [o] Notes occurs during a Monthly
Period, or with respect to the Monthly Period immediately preceding any other
date fixed for any other optional or mandatory redemption of the Series [o]
Notes, the targeted deposit for the Series [o] Notes with respect to the
Payment Date following such Monthly Period and each following Payment Date is
equal to the Nominal Liquidation Amount of the Series [o] Notes as of the
close of business on the last day of the preceding Monthly Period (taking into
effect any reallocations on the following Payment Date).
Section 3.08. Amounts to be Treated as Series [o] Available
Principal Amounts; Other Deposits to Principal Funding Account. The following
deposits and payments will be made on the following dates:
(a) Amounts to be Treated as Series [o] Available Principal Amount.
In addition to the Available Principal Amount allocated to the Series [o]
pursuant to Section 502 of the Indenture, any portion of the Series [o]
Available Interest Amount that is allocated pursuant to Section 3.01(d) or
3.01(e) shall be treated as part of the Series [o] Available Principal Amount
for application in accordance with Section 3.05.
(b) Receivables Sale Proceeds. Receivables Sales Proceeds applied
pursuant to Section 3.15(c)(i) for the Series [o] Notes will be deposited into
the Principal Funding Account on the date of receipt by the Indenture Trustee.
(c) Withdrawals from Excess Funding Account. Any withdrawal from the
Excess Funding Account pursuant to Section 4.05(a) of the Series 2002-CC
Supplement that is
14
allocable to Series [o] will be deposited into the Principal Funding Account
on the date of receipt by the Indenture Trustee.
Section 3.09. Withdrawals from Interest Funding Account. Withdrawals
made pursuant to this Section 3.09 with respect to the Series [o] Notes will
be made from the Interest Funding Account only after all allocations and
reallocations have been made pursuant to Sections 3.02 and 3.05. Such
withdrawals will be limited to the amount then on deposit in the Interest
Funding Account.
(a) Withdrawals for Series [o] Notes. On each Interest Payment Date,
any amount on deposit in the Interest Funding Account for the Series [o] Notes
shall be paid to the Paying Agent.
(b) Payment to the Issuer. After payment in full of the Series [o]
Notes, any amount remaining on deposit in the Interest Funding Account will be
paid to the Issuer.
If the aggregate amount available for withdrawal from the Interest
Funding Account is less than all withdrawals required to be made from the
Interest Funding Account, then the aggregate amount on deposit will be
withdrawn and, if payable to more than one Person, applied pro rata based on
the respective amounts of the withdrawals required to be made.
Section 3.10. Withdrawals from Principal Funding Account.
Withdrawals made pursuant to this Section 3.10 with respect to the Series [o]
Notes will be made from the Principal Funding Account only after all
allocations and reallocations have been made pursuant to Sections 3.05, 3.07
and 3.08. In no event will the amount of the withdrawal be more than the
amount then on deposit in the Principal Funding Account.
(a) Withdrawals for the Series [o] Notes. On each Principal Payment
Date, any amount on deposit in the Principal Funding Account shall be paid to
the Paying Agent.
(b) Payment to the Issuer. Upon payment in full of the Series [o]
Notes, any remaining amount on deposit in the Principal Funding Account will
be paid to the Issuer.
If the aggregate amount available for withdrawal from the Principal
Funding Account is less than all withdrawals required to be made from that
Principal Funding Account, then the amounts on deposit will be withdrawn and,
if payable to more than one Person, applied pro rata based on the amounts of
the respective withdrawals required to be made.
Section 3.11. Limit on Repayment of the Series [o] Notes. No amounts
on deposit in the Principal Funding Account will be applied to pay principal
of the Series [o] Notes in excess of the Outstanding Dollar Principal Amount
of the Series [o] Notes.
Section 3.12. Calculation of Nominal Liquidation Amount of Series
[o] Notes and Overcollateralization Amount.
(a) On or prior to each Payment Date the Issuer shall calculate the
Nominal Liquidation Amount of the Series [o] Notes, which shall be the
following amount:
15
(i) as of the Issuance Date, the Initial Dollar Principal Amount of
the Series [o] Notes; and
(ii) thereafter, an amount equal to, without duplication:
(A) the Nominal Liquidation Amount of the Series [o] Notes
immediately after the prior date of determination; plus
(B) the share of all reimbursements of the Nominal Liquidation
Amount Deficit pursuant to Section 3.01(e) that is allocated to the
Nominal Liquidation Amount of the Series [o] Notes pursuant to
Section 3.04(a) since the prior date of determination; minus
(C) the share of all reallocations of the Series [o] Available
Principal Amount pursuant to Section 3.05(a) that is allocated to
the Nominal Liquidation Amount of the Series [o] Notes pursuant to
Section 3.06(b) since the prior date of determination; minus
(D) the amount of the reduction of the Nominal Liquidation
Amount of the Series [o] Notes resulting from an allocation of an
Investor Charge-Off pursuant to Section 3.03(b) since the prior date
of determination; minus
(E) the amount (other than investment earnings) deposited in
the Principal Funding Account (after giving effect to any deposits,
allocations, reallocations or withdrawals to be made on that day)
since the prior date of determination; minus
(F) the amount (other than investment earnings) deposited into
the Excess Funding Account since the prior date of determination in
connection with a reduction in Principal Receivables that is
allocable to Series [o]; plus
(G) the amount (other than investment earnings) withdrawn from
the Excess Funding Account since the prior date of determination in
connection with the purchase of additional Principal Receivables
that is allocable to Series [o];
provided, however, that (1) the Nominal Liquidation Amount of the Series [o]
Notes may never be less than zero, (2) the Nominal Liquidation Amount of the
Series [o] Notes may never be greater than the Adjusted Outstanding Dollar
Principal Amount of the Series [o] Notes and (3) if the Series [o] Notes have
caused a sale of Receivables pursuant to Section 3.15, then the Nominal
Liquidation Amount of Series [o] Notes the Series [o] will be zero.
(b) On or prior to each Payment Date the Issuer shall calculate the
Overcollateralization Amount, which shall be the following amount:
(i) as of the date of issuance of the Series [o] Notes, the initial
Overcollateralization Amount; and
16
(ii) thereafter, an amount equal to, without duplication:
(A) the Primary Overcollateralization Amount of the Series [o]
Notes immediately after the prior date of determination; plus
(B) the share of all reimbursements of the
Overcollateralization Amount Deficit pursuant to Section 3.01(e)
that is allocated to the Overcollateralization Amount pursuant to
Section 3.04(b) since the prior date of determination; minus
(C) the share of all reallocations of the Series [o] Available
Principal Amount pursuant to Section 3.05(a) that is allocated to
the Overcollateralization Amount pursuant to Section 3.06(a) since
the prior date of determination; minus
(D) the amount of the reduction of the Overcollateralization
Amount resulting from an allocation of Investor Charge-Offs pursuant
to Section 3.03(a) since the prior date of determination; plus
(E) the Incremental Overcollateralization Amount;
provided, however, that the Overcollateralization Amount shall never be less
than zero and, after the Outstanding Dollar Principal Amount of the Series [o]
Notes has been reduced to zero, the Overcollateralization Amount shall be
zero.
Section 3.13. Netting of Deposits and Payments. The Issuer, in its
sole discretion, may make all deposits to the Interest Funding Account and the
Principal Funding Account pursuant to Sections 3.01 and 3.07 with respect to
any Payment Date net of, and after giving effect to, (a) all reallocations to
be made pursuant to Section 3.07 and (b) all payments to the Issuer pursuant
to Section 3.05.
Section 3.14. Payments to Noteholders.
(a) All payments of principal, interest or other amounts to Holders
of the Series [o] Notes will be made pro rata based on the Stated Principal
Amount of their Series [o] Notes.
(b) Any installment of interest or principal, if any, payable on any
Series [o] Note which is punctually paid or duly provided for by the Issuer
and the Indenture Trustee on the applicable Interest Payment Date or Principal
Payment Date shall be paid by the Paying Agent to the Person in whose name
such Series [o] Note (or one or more Predecessor Notes) is registered on the
Record Date, by wire transfer of immediately available funds to such Person's
account as has been designated by written instructions received by the Paying
Agent from such Person not later than the close of business on the third
Business Day preceding the date of payment or, if no such account has been so
designated, by check mailed first-class, postage prepaid to such Person's
address as it appears on the Note Register on such Record Date, except that
(i) with respect to Series [o] Notes registered on the Record Date in the name
of the nominee of Cede & Co., payment shall be made by wire transfer in
immediately available funds to the account
17
designated by such nominee and (ii) with regard to any payments of interest or
principal made pursuant to Section 3.09(b) or 3.10(b), respectively, payment
shall be made by wire transfer in immediately available funds to the account
designated by the Issuer.
(c) The right of the Series [o] Noteholders to receive payments from
the Issuer will terminate on the first Business Day following the Series [o]
Termination Date.
Section 3.15. Exercise of Put Feature; Sale of Receivables for
Accelerated Notes.
(a) If (i) an Early Amortization Event in Section 9.01(b), (c), (d)
or (e) of the Pooling and Servicing Agreement occurs or (ii) the Series [o]
Notes have been accelerated pursuant to Section 702 of the Indenture following
an Event of Default, each Holder of a Series [o] Note may notify the Indenture
Trustee that it desires to exercise the Put Feature in respect of its Series
[o] Notes. The Put Feature shall be deemed to be exercised only if at least
one of the following conditions is met:
(i) the Holders of Series [o] Notes evidencing at least 90% of the
Outstanding Dollar Principal Amount of the Series [o] Notes have notified
the Indenture Trustee that they desire to exercise the Put Feature in
respect of their Series [o] Notes; or
(ii) the Majority Holders of the Series [o] Notes have notified the
Indenture Trustee that they desire to exercise the Put Feature in respect
of their Series [o] Notes and the net proceeds of the sale of Receivables
pursuant to such exercise (as described below) plus amounts on deposit in
the Principal Funding Account would be sufficient to pay all amounts due
on the Series [o] Notes; or
(iii) (A) the Indenture Trustee determines that the funds to be
allocated to the Series [o] Notes, including (1) Series [o] Available
Interest Amounts and Series [o] Available Principal Amounts and (2)
amounts on deposit in the Principal Funding Account, may not be
sufficient on an ongoing basis to make payments on the Series [o] Notes
as such payments would have become due if such obligations had not been
declared due and payable and (B) Holders of Series [o] Notes evidencing
at least 66 2/3% of the Outstanding Dollar Principal Amount of the Series
[o] Notes have notified the Indenture Trustee that they desire to
exercise the Put Feature in respect of their Series [o] Notes.
If the Put Feature is deemed to be exercised as provided in the preceding
sentence, it shall be deemed to be exercised by all Holders of the Series [o]
Notes, whether or not they actually give notice of their desire to exercise
the Put Feature. Upon such deemed exercise of the Put Feature, the Indenture
Trustee shall cause the CARCO Trust to sell Principal Receivables and the
related Non-Principal Receivables (or interests therein) in an amount up to
the Series [o] Nominal Liquidation Amount plus any past due interest on the
Series [o] Notes. The proceeds of such sale shall be applied in accordance
with Section 706 of the Indenture. The Holders of the Series [o] Notes shall
maintain their rights in their Series [o] Notes until such sale proceeds have
been applied in accordance with Section 706 of the Indenture and shall present
their Series [o] Notes
18
to the Issuer in accordance with Section 706 of the Indenture as part of their
exercise of the Put Feature.
(b) If the Nominal Liquidation Amount of the Series [o] Notes is
greater than zero on the Legal Maturity Date (after giving effect to deposits
and distributions otherwise to be made on the Legal Maturity Date), the Issuer
will cause the CARCO Trust to sell Principal Receivables and the related
Non-Principal Receivables on the Legal Maturity Date in an amount up to the
Series [o] Nominal Liquidation Amount plus any past due interest on the Series
[o] Notes.
(c) Sales proceeds received with respect to the Series [o] Notes
pursuant to clause (b) above will be allocated in the following priority:
(i) first, to be deposited in the Principal Funding Account, an
amount up to the Adjusted Outstanding Dollar Principal Amount of the
Series [o] Notes immediately before giving effect to such deposit; and
(ii) second, to be deposited in the Interest Funding Account, the
balance of such sales proceeds.
(d) Any amount remaining on deposit in the Interest Funding Account
after a sale of Receivables pursuant to this Section 3.15 and the final
payment of the Series [o] Notes pursuant to Section 503 of the Indenture, will
be treated as part of the Series [o] Available Interest Amount.
Section 3.16. Calculation Agent; Determination of LIBOR.
(a) The Issuer hereby agrees that for so long as any Series [o]
Notes are Outstanding, there shall at all times be an agent appointed to
calculate LIBOR for each Interest Period (the "Calculation Agent"). The Issuer
hereby initially appoints the Indenture Trustee as the Calculation Agent for
purposes of determining LIBOR for each Interest Period. The Calculation Agent
may be removed by the Issuer at any time. If the Calculation Agent is unable
or unwilling to act as such or is removed by the Issuer, or if the Calculation
Agent fails to determine LIBOR for an Interest Period, the Issuer shall
promptly appoint a replacement Calculation Agent that does not control or is
not controlled by or under common control with the Issuer or its Affiliates.
The Calculation Agent may not resign its duties, and the Issuer may not remove
the Calculation Agent, without a successor having been duly appointed and
having accepted such appointment.
(b) On each LIBOR Determination Date, the Calculation Agent shall
determine LIBOR to equal the offered rate for Unites States dollar deposits
for one month that appears on Telerate Page 3750 as of 11:00 A.M., London
time, on the second LIBOR Business Day prior to the Interest Period. If that
rate appears on Telerate Page 3750, LIBOR will be that rate. If on any LIBOR
Determination Date the offered rate does not appear on Telerate page 3750, the
Calculation Agent will request each of the Reference Banks, to provide the
Calculation Agent with its offered quotation for United States dollar deposits
for one month to prime banks in the London interbank market as of 11:00 A.M.,
London time, on the date. If at least two
19
Reference Banks provide the Calculation Agent with the offered quotations,
LIBOR on that date will be the arithmetic mean, rounded upwards, if necessary,
to the nearest 1/100,000 of 1% (.0000001), with five one-millionths of a
percentage point rounded upward, of all the quotations. If on that date fewer
than two Reference Banks provide the Calculation Agent with the offered
quotations, LIBOR on that date will be the arithmetic mean, rounded upwards,
if necessary, to the nearest 1/100,000 of 1% (.0000001), with five
one-millionths of a percentage point rounded upward, of the offered per annum
rates that one or more leading banks in The City of New York selected by the
Calculation Agent are quoting as of 11:00 A.M., New York City time, on that
date to leading European banks for United States dollar deposits for one
month. If, however, those banks are not quoting as described above, LIBOR for
that date will be LIBOR applicable to the Interest Period.
(c) The Series [o] Note Interest Rate, applicable to the then
current and the immediately preceding Interest Periods, may be obtained by
telephoning the Indenture Trustee at its Corporate Trust Office at (212)
328-7623 or such other telephone number as shall be designated by the
Indenture Trustee for such purpose by prior written notice by the Indenture
Trustee to each Series [o] Noteholder from time to time.
(d) On each LIBOR Determination Date, the Calculation Agent shall
send to the Indenture Trustee and the Beneficiary, by facsimile transmission,
notification of LIBOR for the following Interest Period.
Section 3.17. Excess Available Interest Amounts Sharing.
(a) Shared Excess Available Interest Amounts allocable to Series [o]
on any Payment Date shall be treated as part of the Series [o] Available
Interest Amount for such Payment Date.
(b) The Shared Excess Available Interest Amount allocable to Series
[o] with respect to any Payment Date shall mean an amount equal to the Series
[o] Available Interest Amounts Shortfall, if any, for such Payment Date;
provided, however, that if the aggregate amount of Shared Excess Available
Interest Amounts for all series of Notes for such Payment Date is less than
the Aggregate Series Available Interest Amounts Shortfall for such Payment
Date, then the Shared Excess Available Interest Amount allocable to Series [o]
on such Payment Date shall equal the product of (i) Shared Excess Available
Interest Amounts for all series of Notes and (ii) a fraction, the numerator of
which is the Series Available Interest Amounts Shortfall with respect to
Series [o] for such Payment Date and the denominator of which is the aggregate
amount of Aggregate Series Available Interest Amounts Shortfall for all series
of Notes for such Payment Date.
(c) Any Shared Excess Available Interest Amount that is not required
to be applied to make a payment or deposit in respect of a series of Notes
shall be paid to the Issuer.
20
Section 3.18. Excess Available Principal Amounts Sharing.
(a) The Shared Excess Available Principal Amount allocable to Series
[o] on any Payment Date shall be treated as Series [o] Available Principal
Amounts for such Payment Date.
(b) The Shared Excess Available Principal Amount allocable to Series
[o] with respect to any Payment Date shall mean an amount equal to the Series
Available Principal Amount Shortfall, if any, with respect to Series [o] for
such Payment Date; provided, however, that if the aggregate amount of Shared
Excess Available Principal Amounts for all series of Notes for such Payment
Date is less than the Aggregate Series Available Principal Amounts Shortfall
for such Payment Date, then Shared Excess Available Principal Amounts
allocable to Series [o] on such Payment Date shall equal the product of (i)
Shared Excess Available Principal Amounts for all series of Notes and (ii) a
fraction, the numerator of which is the Series Available Principal Amounts
Shortfall with respect to Series [o] for such Payment Date and the denominator
of which is the aggregate amount of Aggregate Series Available Principal
Amounts Shortfall for all series of Notes for such Payment Date.
(c) Any Shared Excess Available Principal Amount not required to be
applied to make a payment or deposit in respect of a series of Notes shall be
paid to the CARCO Trust Trustee to be applied as Excess Available Principal
Amounts pursuant to Section 4.04(a) of the Series 2002-CC Supplement.
Section 3.19. Computation of Interest.
(a) Interest on the Series [o] Notes shall be computed on the basis
of a 360-day year and the actual number of days elapsed in the related
Interest Period.
(b) Unless otherwise specified in this Indenture Supplement,
interest for any period will be calculated from and including the first day of
such period to and including the last day of such period.
Section 3.20. Variable Accumulation Period.
The Issuer, acting directly or through the Administrator, may elect,
by written notice to the Indenture Trustee and the Beneficiary, to delay, from
time to time, the commencement of the Accumulation Period, and extend the
length of the Revolving Period, subject to the conditions set forth in this
Section 3.20; provided, however, that the Accumulation Period shall commence
no later than the first day of the Monthly Period ending immediately prior to
the Series [o] Expected Final Payment Date. Any such election by the Issuer
shall be made not later than the first day of the last scheduled Monthly
Period of the Revolving Period (including any prior extension of the Revolving
Period pursuant to this Section 3.20). The Issuer may make such election only
if the following conditions are satisfied:
(i) the Issuer shall have delivered to the Indenture Trustee a
certificate to the effect that the Issuer reasonably believes that the
delay in the commencement of the
21
Accumulation Period would not result in the Outstanding Dollar Principal
Amount of the Series [o] Notes not being paid in full on the Series [o]
Expected Principal Payment Date;
(ii) the Note Rating Agencies shall have advised the Issuer that
such election to delay the commencement of the Accumulation Period would
not cause the rating of any class of any series of Notes then outstanding
to be lowered or withdrawn; and
(iii) the amount to be deposited in the Principal Funding Account in
respect of Controlled Accumulation Amount shall have been adjusted.
Notwithstanding anything herein or in the Indenture to the contrary, the
Administrator may, on behalf of the Issuer, (i) perform all such calculations
as are necessary to determine whether the Accumulation Period may be delayed
pursuant to this Section 3.20 and (ii) elect to delay the Accumulation Period
pursuant to this Section 3.20.
Section 3.21. Payments to the Issuer. As an administrative
convenience for the Issuer, the Indenture Trustee shall pay to the Beneficiary
all amounts payable hereunder to the Issuer. The Issuer shall give the
Indenture Trustee written instructions as to who the Beneficiary is or
Beneficiaries are and where to make such payments.
Section 3.22. Payment Instructions and Monthly Noteholders' Report.
Notwithstanding anything in the Indenture or herein to the contrary, the
Issuer may amend the form of Payment Instruction for the Series [o] Notes and
the Series [o] Schedule to Monthly Noteholders' Statement from time to time
without the consent of the Indenture Trustee or any Noteholder if it receives
written confirmation from each Note Rating Agency that such amendment will not
cause a Ratings Effect.
ARTICLE IV
Early Redemption of Notes
Section 4.01. Early Redemption Events. In addition to the events identified as
Early Redemption Events in Section 1201 of the Indenture, each of the
following events will also be an Early Redemption Event with respect to the
Series [o] Notes:
(1) the occurrence of the Early Amortization Event specified in
Section 901(f) of the Pooling and Servicing Agreement;
(2) the occurrence of the Early Amortization Event specified in
Section 9.01(g) of the Pooling and Servicing Agreement;
(3) the occurrence of any Early Amortization Event specified in
Section 9.01(b), (c), (d) or (e) of the Pooling and Servicing Agreement;
(4) the occurrence of the Early Amortization Event specified in
Section 9.01(a) of the Pooling and Servicing Agreement;
22
(5) on any Payment Date, the Primary Overcollateralization Amount
for such Payment Date is reduced to an amount less than the Required
Primary Overcollateralization Amount on that Payment Date after giving
effect to the distributions to be made on such Payment Date; provided
that, for the purpose of determining whether an Early Redemption Event
has occurred pursuant to this clause (5), any reduction of the Primary
Overcollateralization Amount resulting from reallocations of the Series
[o] Available Principal Amounts to pay interest on the Series [o] Notes
in the event LIBOR is equal to or greater than the prime rate upon which
interest on the Receivables is calculated on the applicable LIBOR
Determination Date will be considered an Early Redemption Event only if
LIBOR remains equal to or greater than such prime rate for the next 30
consecutive days following such LIBOR Determination Date ;
(6) any Service Default occurs;
(7) on any Determination Date, as of the last day of the preceding
Collection Period, the aggregate amount of Principal Receivables relating
to Used Vehicles exceeds 20% of the Pool Balance on that last day;
(8) on any Determination Date, the average of the Monthly Payment
Rates for the three preceding Collection Periods is less than 20%;
(9) the Outstanding Dollar Principal Amount of the Series [o] Notes
is not repaid by the Series [o] Expected Principal Payment Date;
(10) the Issuer becomes an investment company within the meaning of
the Investment Company Act of 1940; and
(11) the occurrence of an Event of Default with respect of the
Series [o] Notes.
Notwithstanding the foregoing in this Section 4.01, in the case of
any event described in clause (1), (2) or (6) above, an Early Redemption Event
with respect to Series [o] will be deemed to have occurred only if, after the
applicable grace period described in such clause, if any, either the Indenture
Trustee or Series [o] Noteholders holding Series [o] Notes evidencing more
than 50% of the Outstanding Dollar Principal Amount of the Series [o] Notes by
written notice to the Seller, the Servicer, the CARCO Trust Trustee and the
Indenture Trustee, if given by Series [o] Noteholders, declare that an Early
Redemption Event with respect to the Series [o] Notes has occurred as of the
date of that notice. In the case of any Early Redemption Event described in
Section 9.01(h) of the Pooling and Servicing Agreement or any event described
in clause (3), (4), (5), (7), (8), (9), (10) or (11) above, an Early
Redemption Event with respect to the Series [o] Notes shall be deemed to have
occurred without any notice or other action on the part of the Indenture
Trustee or the Series [o] Noteholders immediately upon the occurrence of such
event.
Notwithstanding the foregoing in this Section 4.01, if (x) an Early
Redemption Period results from the failure by DCWR to convey Receivables in
Additional Accounts to the CARCO Trust, as described in clause (4) above
during the Revolving Period, (y) no other Early
23
Redemption Event that has not been cured or waived in accordance with the
Indenture has occurred and (z) each Note Rating Agency has confirmed that
recommencing the Revolving Period will not cause a Ratings Effect, then the
Early Redemption Period resulting from such failure will terminate and the
Revolving Period will recommence as of the end of the first Collection Period
during which the Seller would no longer be required to convey Receivables in
Additional Accounts to the CARCO Trust; provided that the Revolving Period
will not recommence if the scheduled termination date of the Revolving Period
has occurred.
Notwithstanding the foregoing in this Section 4.01, if an Early
Redemption Event (other than the Early Redemption Event specified in clause
(3) above and any of the Early Redemption Events specified in Section 1201(c)
of the Indenture) has occurred and the scheduled termination of the Revolving
Period has not occurred, the Indenture Trustee shall request from Standard &
Poor's a confirmation that such Early Redemption Event will not cause a
Ratings Effect. If the Indenture Trustee receives such confirmation and the
Majority Holders of Series [o] Notes consent to the recommencement of the
Revolving Period, the related Early Redemption Period shall terminate and the
Revolving Period shall recommence.
ARTICLE V
Accounts and Investments
Section 5.01. Accounts.
(a) Accounts; Deposits to and Distributions from Accounts. On or
before the Issuance Date, the Indenture Trustee will cause to be established
and maintained two Qualified Accounts denominated as follows: the "Interest
Funding Account" and the "Principal Funding Account" (collectively, the
"Series [o] Accounts") in the name of the Indenture Trustee, bearing a
designation clearly indicating that the funds deposited therein are held for
the benefit of the Series [o] Noteholders. The Series [o] Accounts constitute
Supplemental Accounts and shall be under the sole dominion and control of the
Indenture Trustee for the benefit of the Series [o] Noteholders. If, at any
time, the institution holding any Series [o] Account ceases to be a Qualified
Institution, the Issuer will within ten (10) Business Days (or such longer
period, not to exceed thirty (30) calendar days, as to which each Note Rating
Agency may consent) establish a new applicable Series [o] Account, that is a
Qualified Account and shall transfer any cash and/or investments to such new
Series [o] Account. From the date such new Series [o] Account is established,
it will be a Series [o] Account, bearing the name of the Series [o] Account it
has replaced.
(b) All payments to be made from time to time by the Indenture
Trustee to Series [o] Noteholders out of funds in the Series [o] Accounts
pursuant to this Indenture Supplement will be made by the Indenture Trustee to
the Paying Agent not later than 12:00 noon on the applicable Interest Payment
Date or Principal Payment Date but only to the extent of funds in the
applicable Account or as otherwise provided in Article III.
24
IN WITNESS WHEREOF, the parties hereto have caused this Indenture
Supplement to be duly executed as of the day and year first above written.
DAIMLERCHRYSLER MASTER OWNER TRUST,
By: DaimlerChrysler Wholesale Receivables LLC,
as Beneficiary and not in its individual capacity
By:
----------------------------------------------
Name: J.S. Bodner
Title: Assistant Controller
THE BANK OF NEW YORK,
as Indenture Trustee and not in its individual capacity
By:
----------------------------------------------
Name:
Title:
EXHIBIT A
---------
[FORM OF] SERIES [o] NOTE
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND
AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER,
DAIMLERCHRYSLER WHOLESALE RECEIVABLES LLC OR THE CARCO AUTO LOAN MASTER TRUST,
OR JOIN IN ANY INSTITUTION AGAINST THE ISSUER, DAIMLERCHRYSLER WHOLESALE
RECEIVABLES LLC OR THE CARCO AUTO LOAN MASTER TRUST, OF, ANY BANKRUPTCY
PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW
IN CONNECTION WITH ANY OBLIGATIONS RELATING TO THE NOTES OR THE INDENTURE.
THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER
OF A BENEFICIAL INTEREST IN THIS NOTE, BY THE ACQUISITION OF A BENEFICIAL
INTEREST THEREIN, AGREE TO TREAT THE NOTES AS INDEBTEDNESS OF DAIMLERCHRYSLER
WHOLESALE RECEIVABLES LLC FOR APPLICABLE FEDERAL, STATE AND LOCAL INCOME AND
FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON OR MEASURED BY
INCOME.
BY ACCEPTING AN INTEREST IN THIS NOTE, EACH OWNER OR HOLDER OF SUCH
INTEREST SHALL ACKNOWLEDGE AND AGREE THAT THE NOTES MAY NOT BE PURCHASED WITH
THE ASSETS OF EITHER AN EMPLOYEE BENEFIT PLAN, AS DEFINED IN SECTION 3(3) OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"),
THAT IS SUBJECT TO ERISA OR A PLAN, AS DEFINED IN SECTION 4975(E)(1) OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED, IF DAIMLERCHRYSLER WHOLESALE
RECEIVABLES LLC, AN UNDERWRITER FOR THE NOTES, THE INDENTURE TRUSTEE, THE
OWNER TRUSTEE OR ANY OF THEIR AFFILIATES (I) HAS INVESTMENT OR ADMINISTRATIVE
DISCRETION WITH RESPECT TO THE ASSETS OF SUCH PLAN, (II) HAS AUTHORITY OR
RESPONSIBILITY TO GIVE, OR REGULARLY GIVES, INVESTMENT ADVICE WITH RESPECT TO
THOSE PLAN ASSETS FOR A FEE AND PURSUANT TO AN UNDERSTANDING OR AGREEMENT THAT
SUCH ADVICE WILL SERVE AS A PRIMARY BASIS FOR INVESTMENT DECISIONS WITH
RESPECT TO
A-1
THOSE PLAN ASSETS AND WILL BE BASED ON THE PARTICULAR INVESTMENT NEEDS FOR
SUCH PLAN OR (III) IS AN EMPLOYER MAINTAINING OR CONTRIBUTING TO SUCH PLAN.
A-2
REGISTERED $_________
No. __ CUSIP NO. 23384B AC 7
DAIMLERCHRYSLER MASTER OWNER TRUST
FLOATING RATE AUTO DEALER LOAN ASSET BACKED NOTES, SERIES [o]
DaimlerChrysler Master Owner Trust, a statutory business trust
created under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, subject to the following provisions, a principal sum of
______________________________ DOLLARS ONLY payable on the [o] Payment Date
(the "Expected Principal Payment Date"), except as otherwise provided below or
in the Indenture; provided, however, that the entire unpaid principal amount
of this Note shall be due and payable on the [o] Payment Date (the "Legal
Maturity Date"). On each Interest Payment Date, the Issuer will pay interest
on the outstanding principal of this Note at the per annum rate equal to the
applicable LIBOR (determined as provided in the Indenture Supplement referred
to within) plus [o]%. Interest will accrue on this Note from each Interest
Payment Date (or, in the case of the first Interest Payment Date, from the
date of issuance of this Note) to but excluding the following Interest Payment
Date. Interest will be computed on the basis of a 360-day year and the actual
number of days elapsed. Such principal of and interest on this Note shall be
paid in the manner specified on the reverse hereof.
The principal of and interest on this Note are payable in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the
Issuer with respect to this Note shall be applied first to interest due and
payable on this Note as provided above and then to the unpaid principal of
this Note.
Reference is made to the further provisions of this Note set forth
on the reverse hereof, which shall have the same effect as though fully set
forth on the face of this Note.
Unless the certificate of authentication hereon has been executed by
the Indenture Trustee whose name appears below by manual signature, this Note
shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof, or be valid or obligatory for any purpose.
A-3
IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer.
DAIMLERCHRYSLER MASTER OWNER TRUST,
as Issuer
By: DAIMLERCHRYSLER WHOLESALE
RECEIVABLES LLC, not in its individual capacity
but solely as Beneficiary under the Trust Agreement
By: CHRYSLER FINANCIAL RECEIVABLES
CORPORATION, a member
By:
--------------------------------
Name:
Title:
Date:
---------------------
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes designated above and referred to in the
within-mentioned Indenture.
THE BANK OF NEW YORK, not in its
individual capacity but solely as
Indenture Trustee
By:
----------------------
Name:
Title:
Date:
---------------------
A-4
[REVERSE OF NOTE]
This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Floating Rate Auto Dealer Loan Asset Backed Notes, Series
[o] (the "Notes" or "Series [o] Notes"), all issued under an Indenture, dated
as of June 1, 2002 (as amended, restated and supplemented from time to time,
the "Indenture"), as supplemented by a Series [o] Indenture Supplement, dated
as of [o] 1, [o] (as amended, restated and supplemented from time to time, the
"Indenture Supplement"), each between the Issuer and The Bank of New York, as
indenture trustee (the "Indenture Trustee," which term includes any successor
Indenture Trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Notes are subject to all terms of
the Indenture and the Indenture Supplement. All terms used in this Note that
are defined in the Indenture or the Indenture Supplement, each as supplemented
or amended, shall have the meanings assigned to them in or pursuant to the
Indenture or the Indenture Supplement.
The Notes are and will be equally and ratably secured by the
collateral pledged as security therefor as provided in the Indenture.
Principal of the Notes will be payable on the Expected Principal
Payment Date in an amount described on the face hereof. Upon the occurrence of
certain events specified in the Indenture or the Indenture Supplement,
payments of principal of the Notes may be made prior to or after the Expected
Principal Payment Date.
As described above, the entire unpaid principal amount of this Note
shall be due and payable on the Legal Maturity Date. Notwithstanding the
foregoing, the entire unpaid principal amount of the Notes may be due and
payable following an Event of Default in the manner provided in Section 702 of
the Indenture; provided, however, that such acceleration of the entire unpaid
principal amount of the Notes may be rescinded by the holders of not less than
a majority of the Outstanding Dollar Principal Amount of the Notes. All
principal payments on the Notes shall be made pro rata to the Noteholders
entitled thereto.
On any day occurring on or after the date on which the aggregate
Nominal Liquidation Amount of the Series [o] Notes is reduced to less than 10%
of the Initial Dollar Principal Amount of the Series [o] Notes, the Servicer
has the right, but not the obligation, to cause the Issuer to redeem the
Series [o] Notes in whole but not in part, pursuant to Section 1202 of the
Indenture equal the Outstanding Dollar Principal Amount of the Series [o]
Notes, plus interest accrued and unpaid to but excluding the date of
redemption.
Subject to the terms and conditions of the Indenture, the
Beneficiary may, from time to time, direct the Owner Trustee, on behalf of the
Issuer, to issue one or more series or classes of Notes.
On each Payment Date, the Paying Agent shall distribute to each
Series [o] Noteholder of record on the related Record Date (except for the
final distribution with respect to this Note) such Series [o] Noteholder's pro
rata share of the amounts held by the Paying Agent that are allocated and
available on such Payment Date to pay interest and principal on the Series
A-5
[o] Notes. Final payments of this Note will be made only upon presentation and
surrender of this Note at the office or offices therein specified.
Payments of interest on this Note due and payable on each Payment
Date, together with the installment of principal, if any, to the extent not in
full payment of this Note, shall be made by check mailed to the Person whose
name appears as the Registered Holder of this Note (or one or more Predecessor
Notes) on the Note Register as of the close of business on each Record Date,
except that with respect to Notes registered on the Record Date in the name of
the nominee of the clearing agency (initially, such nominee to be Cede & Co.),
payments will be made by wire transfer in immediately available funds to the
account designated by such nominee. Such checks shall be mailed to the Person
entitled thereto at the address of such Person as it appears on the Note
Register as of the applicable Record Date without requiring that this Note be
submitted for notation of payment. Any reduction in the principal amount of
this Note (or any one or more Predecessor Notes) effected by any payments made
on any Payment Date shall be binding upon all future Holders of this Note and
of any Note issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not noted hereon. If funds are expected
to be available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Payment Date, then the
Indenture Trustee, in the name of and on behalf of the Issuer, will notify the
Person who was the Registered Holder hereof as of the Record Date preceding
such Payment Date by notice mailed within five days of such Payment Date and
the amount then due and payable shall be payable only upon presentation and
surrender of this Note at the Indenture Trustee's principal Corporate Trust
Office or at the office of the Indenture Trustee's agent appointed for such
purposes located in the City of New York.
As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Note may be registered on the Note
Register upon surrender of this Note for registration of transfer at the
office or agency designated by the Issuer pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or
his attorney duly authorized in writing, with such signature guaranteed by a
commercial bank or trust company located, or having a correspondent located,
in the City of New York or the city in which the Corporate Trust Office is
located, or a member firm of a national securities exchange, and such other
documents as the Indenture Trustee may require, and thereupon one or more new
Notes of authorized denominations and in the same aggregate principal amount
will be issued to the designated transferee or transferees. No service charge
will be charged for any registration of transfer or exchange of this Note, but
the transferor may be required to pay a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any such
registration of transfer or exchange.
Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note covenants and agrees
that no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Indenture Trustee or the Owner Trustee
in its individual capacity, (ii) any owner of a beneficial interest in the
Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or
employee of the Indenture Trustee or the Owner Trustee in
A-6
its individual capacity, any holder of a beneficial interest in the Issuer,
the Owner Trustee or the Indenture Trustee or of any successor or assign of
the Indenture Trustee or the Owner Trustee in its individual capacity, except
as any such Person may have expressly agreed and except that any such partner,
owner or beneficiary shall be fully liable, to the extent provided by
applicable law, for any unpaid consideration for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.
Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees
that by accepting the benefits of the Indenture that it will not at any time
institute against DaimlerChrysler Wholesale Receivables LLC, the CARCO Trust
or the Issuer, or join in any institution against DaimlerChrysler Wholesale
Receivables LLC, the CARCO Trust or the Issuer of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States Federal or state bankruptcy or similar law
in connection with any obligations relating to the Notes, the Indenture or any
Derivative Agreement.
Prior to the due presentment for registration of transfer of this
Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the
Indenture Trustee may treat the Person in whose name this Note (as of the day
of determination or as of such other date as may be specified in the
Indenture) is registered as the owner hereof for all purposes, whether or not
this Note is overdue, and neither the Issuer, the Indenture Trustee nor any
such agent shall be affected by notice to the contrary.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of
the Issuer and the rights of the Holders of the Notes under the Indenture at
any time by the Issuer with the consent of the Holders of Notes representing
not less than a majority of the Outstanding Dollar Principal Amount of all
Notes at the time Outstanding. The Indenture also contains provisions
permitting the Holders of Notes representing specified percentages of the
Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of
all the Notes, to waive compliance by the Issuer with certain provisions of
the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Note (or any
one of more Predecessor Notes) shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note issued upon
the registration of transfer hereof or in exchange hereof or in lieu hereof
whether or not notation of such consent or waiver is made upon this Note. The
Indenture also permits the Indenture Trustee to amend or waive certain terms
and conditions set forth in the Indenture without the consent of Holders of
the Notes issued thereunder.
The term "Issuer" as used in this Note includes any successor to the
Issuer under the Indenture.
The Issuer is permitted by the Indenture, under certain
circumstances, to merge or consolidate, subject to the rights of the Indenture
Trustee and the Holders of Notes under the Indenture.
A-7
The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.
THIS NOTE AND THE INDENTURE AND THE INDENTURE SUPPLEMENT WILL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION
5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW) AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
No reference herein to the Indenture and no provision of this Note
or of the Indenture shall alter or impair the obligation of the Issuer, which
is absolute and unconditional, to pay the principal of and interest on this
Note at the times, place, and rate, and in the coin or currency herein
prescribed.
No recourse may be taken, directly or indirectly, with respect to
the obligations of the Issuer on the Notes or under the Indenture or any
certificate or other writing delivered in connection herewith or therewith,
against (i) the Owner Trustee in its individual capacity, (ii) any owner of a
beneficial interest in the Issuer or (iii) any partner, owner, beneficiary,
agent, officer, director, employee or agent of the Owner Trustee in its
individual capacity, any holder of a beneficial interest in the Issuer or the
Owner Trustee or of any successor or assign of the Owner Trustee in its
individual capacity, except as any such Person may have expressly agreed (it
being understood that the Owner Trustee has no such obligations in its
individual capacity). The Holder of this Note by the acceptance hereof agrees
that, except as expressly provided in the Indenture and the Indenture
Supplement in the case of an Event of Default under the Indenture, the Holder
shall have no claim against any of the foregoing for any deficiency, loss or
claim therefrom; provided, however, that nothing contained herein shall be
taken to prevent recourse to, and enforcement against, the assets of the
Issuer for any and all liabilities, obligations and undertakings contained in
the Indenture or in this Note.
A-8
ASSIGNMENT
Social Security or taxpayer I.D. or other identifying number of assignee
___________________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
(name and address of assignee)
the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints attorney, to transfer said Note on the books kept for
registration thereof, with full power of substitution in the premises.
Dated: *
----------------------------- --------------------------------------
Signature Guaranteed:
- --------------------
* NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.
A-9
EXHIBIT B
[FORM OF] SERIES [o] SCHEDULE TO PAYMENT INSTRUCTION
DAIMLERCHRYSLER WHOLESALE RECEIVABLES LLC
-------------------------------
DAIMLERCHRYSLER MASTER OWNER TRUST
-------------------------------
Unless otherwise indicated, capitalized terms used in this schedule to
the Payment Instruction have their respective meanings set forth in the
Indenture; provided that the "preceding Monthly Period" shall mean the
Monthly Period immediately preceding the calendar month in which this
Payment Instruction is delivered. This Payment Instruction is delivered
pursuant to Section 908 of the Indenture.
The date of this schedule to the Payment Instruction is a Transfer Date.
1. Allocations of Available Interest Amounts:
A. Available Interest Amounts applicable to Series [o]...........$_______
2. Allocations of Available Principal Amounts:
A. Available Principal Amounts applicable to Series [o]..........$_______
3. Components of Series [o] Available Principal Amounts
A. Available Principal Amount allocated to Series [o]............$_______
B. Pursuant to Section 3.01(d) of Indenture Supplement...........$_______
C. Pursuant to Section 3.01(e) of Indenture Supplement...........$_______
4. Series [o] Floating Allocation Percentage.........................$_______
5. Series [o] Principal Allocation Percentage........................$_______
6. Series [o] Note Interest Rate....................................._______%
7. Series [o] Monthly Interest.......................................$_______
8. Series [o] Excess Available Interest Amount.......................$_______
9. Series [o] Excess Available Principal Amount......................$_______
10. PFA Earnings Shortfall............................................$_______
11. PFA Earnings......................................................$_______
B-1
IN WITNESS WHEREOF, the undersigned has duly executed and delivered
this Payment Instruction this ____ day of __________, ____.
DAIMLERCHRYSLER MASTER OWNER
TRUST
By DaimlerChrysler Services North
America LLC, as Servicer of the CARCO Trust
and administrator of the DaimlerChrysler
Master Owner Trust
By:
------------------------------------
Name:
Title:
B-2
EXHIBIT C
[FORM OF] SERIES [o] SCHEDULE TO MONTHLY NOTEHOLDERS' STATEMENT
Date: ______ __, ____
DAIMLERCHRYSLER MASTER OWNER TRUST
MONTHLY PERIOD ENDING _______ __, ____
Reference is made to (i) the Series 2002-CC Supplement, dated as of
June 1, 2002 (the "Series 2002-CC Supplement"), among DaimlerChrysler
Wholesale Receivables LLC, as Seller, DaimlerChrysler Services North America
LLC, as Servicer, and The Bank of New York, as Trustee, and (ii) the
Indenture, dated as of June 1, 2002 (the "Indenture"), between Daimler
Chrysler Master Owner Trust, as Issuer, and The Bank of New York, as Indenture
Trustee. Terms used herein and not defined herein have the meanings ascribed
to them in the Series 2002-CC Supplement, the Indenture and the related
Indenture Supplements, as applicable.
The following computations are prepared with respect to the Payment
Date of _______ __, ____ and with respect to the performance of the
DaimlerChrysler Master Owner Trust during the related Collection Period and
the Series [o] Notes.
A. Reductions of and Increases to Series [o] Nominal Liquidation Amount:
[Increases
from Reductions
amounts due Effect of
withdrawn to Deposits to
Series [o] from the amounts or
Nominal Increases Principal Reductions on Withdrawals
Liquidation from Funding Reimburse- due to deposits from Current
Amount for accretions in respect of ments from reallocations Reductions in the the Series [o]
prior on Principal Prefunding Available of Available due to Principal Excess Nominal
Collection for Discount Excess Interest Principal Investor Funding Funding Liquidation
Period Notes Account] Amounts Amounts Charge-Offs Account Account Amount
- --------------- -------------- --------------- ----------- -------------- ----------- -------------- ----------- -----------------
C-1
IN WITNESS WHEREOF, the undersigned has duly executed and delivered this
Monthly Noteholders' Statement this __th day of __________, _____.
DAIMLERCHRYSLER MASTER OWNER
TRUST
By DaimlerChrysler Services North America
LLC, as Administrator on behalf of the
Beneficiary
By
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Name:
Title: