EX-10.3



 






Exhibit 10.3
 

EXECUTION VERSION




(Multicurrency-Cross Border)




ISDA®


International Swap Dealers Association, Inc.




SCHEDULE

to the




1992 Master Agreement




dated as of November 21, 2007




between:




GOLDMAN SACHS MITSUI MARINE DERIVATIVE PRODUCTS, L.P.,

a limited partnership organized under the laws of the State of Delaware




(“Party A”)




and




DAIMLERCHRYSLER AUTO TRUST 2007-A, a statutory trust, duly organized under the laws of the State of Delaware




(“Party B”)




Part 1. Termination Provisions.





	 	(a)	 	“Specified Entity” means in relation to Party A for the purpose of:





	 	 	 
	Section 5(a)(v),
	 	none.
	Section 5(a)(vi),
	 	none.
	Section 5(a)(vii),
	 	none.
	Section 5(b)(iv),
	 	none.







    and in relation to Party B for the purpose of:



	 	 	 
	Section 5(a)(v),
	 	none.
	Section 5(a)(vi),
	 	none.
	Section 5(a)(vii),
	 	none.
	Section 5(b)(iv),
	 	none.







	 	(b)	 	“Specified Transaction” in Section 14 of the Agreement is amended in its
entirety as follows:
	 
	 	 	 	“Specified Transaction” means (a) any transaction (including an agreement with
respect thereto) now existing or hereafter entered into between one party to this
Agreement (or any Credit Support Provider of such party or any applicable Specified
Entity of such party) and the other party to this Agreement (or any Credit Support
Provider of such other party or any applicable Specified Entity of such other party)
(i) which is a rate swap




 









 






	 	 	 	transaction, swap option, basis swap, forward rate transaction, commodity swap,
commodity option, commodity spot transaction, equity or equity index swap, equity or
equity index option, bond option, interest rate option, foreign exchange
transaction, cap transaction, floor transaction, collar transaction, currency swap
transaction, cross-currency rate swap transaction, currency option, weather swap,
weather derivative, weather option, credit protection transaction, credit swap,
credit default swap, credit default option, total return swap, credit spread
transaction, repurchase transaction, reverse repurchase transaction, buy/sell-back
transaction, securities lending transaction or forward purchase or sale of a
security, commodity or other financial instrument or interest (including any option
with respect to any of these transactions) or (ii) which is a type of transaction
that is similar to any transaction referred to in clause (i) that is currently, or
in the future becomes, recurrently entered into in the financial markets (including
terms and conditions incorporated by reference in such agreement) and that is a
forward, swap, future, option or other derivative on one or more rates, currencies,
commodities, equity securities or other equity instruments, debt securities or other
debt instruments, or economic indices or measures of economic risk or value, (b) any
combination of these transactions and (c) any other transaction identified as a
Specified Transaction in this agreement or the relevant confirmation.






	 	(c)	 	The “Credit Support Default” provisions of Section 5(a)(iii) will apply to
Party A and will not apply to Party B, except that Section 5(a)(iii)(1) will apply
solely in respect of Paragraph 7(i) as it applies to Party B’s obligations under
Paragraph 3(b) of the Credit Support Annex.
	 
	 	(d)	 	The “Misrepresentation” provisions of Section 5(a)(iv) will apply to Party A
and will not apply to Party B.
	 
	 	(e)	 	The “Default under Specified Transaction” provisions of Section 5(a)(v) will
not apply to Party A and will not apply to Party B.
	 
	 	(f)	 	The “Cross Default” provisions of Section 5(a)(vi) will apply to Party A and
will not apply to Party B, provided that:






	 	(i)	 	the phrase “or becoming capable at such time of being declared”
shall be deleted from clause (1) of such Section 5(a)(vi); and
	 
	 	(ii)	 	the following language shall be added to the end thereof:
	 
	 	 	 	“Notwithstanding the foregoing, a default under subsection (2) hereof shall
not constitute an Event of Default if (i) the default was caused solely by
error or omission of an administrative or operational nature; (ii) funds
were available to enable the party to make the payment when due; and (iii)
the payment is made within two Local Business Days of such party’s receipt
of written notice of its failure to pay.”






For purposes of this Agreement:




“Specified Indebtedness” shall have the meaning specified in Section 14 of this
Agreement; provided that Specified Indebtedness shall not include obligations in
respect of deposits received in the course of a party’s ordinary banking business.




“Threshold Amount” means $50,000,000.



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	 	(g)	 	The “Bankruptcy” provisions of Section 5(a)(vii) will apply to Party A and
Party B provided that:






	 	(i)	 	Section 5(a)(vii)(2), (7) and (9) will not apply to Party B;
	 
	 	(ii)	 	Section 5(a)(vii)(4) will not apply to Party B to the extent
that it refers to proceedings or petitions instituted or presented by Party A
or any of Party A’s Affiliates;
	 
	 	(iii)	 	Section 5(a)(vii)(6) will not apply to Party B to the extent
that it refers to (i) any appointment that is contemplated or effected by any
document to which Party B is, as of the date of this Agreement, a party in
connection with the transactions contemplated by the Indenture or (ii) any such
appointment to which Party B has not yet become subject; and
	 
	 	(iv)	 	Section 5(a)(vii)(8) will apply to Party B but only to the
extent that it applies to Sections 5(a)(vii)(2), (4), (6) and (7) as they apply
with respect to Party B.






	 	(h)	 	The “Merger Without Assumption” provisions of Section 5(a)(viii) will apply to
Party A and will apply to Party B.
	 
	 	(i)	 	The “Illegality” provisions of Section 5(b)(i) will apply to Party A and Party
B.
	 
	 	(j)	 	The “Tax Event” provisions of Section 5(b)(ii) will apply to Party A and will
apply to Party B.
	 
	 	(k)	 	The “Tax Event Upon Merger” provisions of Section 5(b)(iii) will apply to Party
A and will not apply to Party B; provided that Party A shall not be entitled to
designate an Early Termination Date by reason of a Tax Event Upon Merger in respect of
which it is the Affected Party.
	 
	 	(l)	 	The “Credit Event Upon Merger” provisions of Section 5(b)(iv) will apply to
Party A and will not apply to Party B.
	 
	 	(m)	 	The “Automatic Early Termination” provision of Section 6(a) will not apply to
Party A and will not apply to Party B; provided that, if the Event of Default specified
in Section 5(a)(vii)(1), (3), (4), (5), (6) or to the extent analogous thereto, (8) is
governed by a system of law that does not permit termination to take place after the
occurrence of the relevant Event of Default with respect to a party, then the Automatic
Early Termination provision of Section 6(a) will apply to such party.
	 
	 	(n)	 	The “Breach of Agreement” provision of Section 5(a)(ii) will apply to Party A
and will not apply to Party B.
	 
	 	(o)	 	Payments on Early Termination. For the purpose of Section 6(e) of this
Agreement:






	 	(i)	 	Market Quotation will apply.
	 
	 	(ii)	 	Second Method will apply.






	 	(p)	 	“Termination Currency” means US Dollars.




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	 	(q)	 	Additional Termination Event will apply.
	 
	 	(A)	 	The following Additional Termination Events shall apply and Party B shall be
the sole Affected Party:






	 	(i)	 	Amendment or Modification of Basic Documents. Any of the Basic
Documents shall have been amended or modified without the prior written consent
of Party A (only where such consent of Party A is required in such relevant
Basic Document and, such consent of Party A shall not be unreasonably withheld)
if the result of such amendment or modification could reasonably be expected to
have a material adverse effect on the interests of Party A or is (a) to
increase or reduce or change the priority of payment of any amount stated to be
payable by Party A or Party B under the Transaction; (b) accelerate or postpone
the scheduled date of any payment under the Transaction; (c) affect the
calculation of any amount that would have been payable upon an early
termination of the Transaction; (d) release Party A or Party B from any of its
obligations under the Transaction; or (e) modify any of the definitions in any
of the Basic Documents which would have the effect of any of the foregoing.
Any payments owed to Party A under Section 6(e) of this Agreement as a result
of such Additional Termination Event shall be made without regard to the effect
of any such amendment, modification or supplement.
	 
	 	(ii)	 	Redemption. There occurs any redemption (in whole, but not in
part) or a clean up call or other prepayment in full of the Notes for which the
notice of redemption cannot be rescinded, provided that the Early Termination
Date shall not occur until the redemption date of the Notes under the
Indenture.
	 
	 	(iii)	 	Liquidation of the Collateral. Collateral is liquidated in
accordance with Section 5.03 of the Indenture following the occurrence of an
Event of Default (as defined in the Indenture); provided, however, that Party A
may elect more than one Early Termination Date, terminating the Transactions in
part, if the liquidation of the Collateral continues for longer than a 24-hour
period.






	 	(B)	 	The following Additional Termination Events shall apply and Party A shall be
the sole Affected Party:






	 	(i)	 	Party A Downgrade Event. As set forth in Part 5(h).
	 
	 	(iv)	 	Regulation AB Financial Disclosure. Failure of Party A to
comply with the requirements of Part 5(q), with Party A as the sole Affected
Party.






	 	(r)	 	Failure to Pay or Deliver. Section 5(a)(i) shall be amended by replacing the
word “third” with “second”.




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Part 2. Tax Representations.





	 	(a)	 	Payer Representations. For the purpose of Section 3(e) of this Agreement,
Party A will make the following representation and Party B will make the following
representation:
	 
	 	 	 	It is not required by any applicable law, as modified by the practice of any
relevant governmental revenue authority, of any Relevant Jurisdiction to make any
deduction or withholding for or on account of any Tax from any payment (other than
interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it to
the other party under this Agreement. In making this representation, it may rely on
(i) the accuracy of any representations made by the other party pursuant to
Section 3(f) of this Agreement, (ii) the satisfaction of the agreement contained in
Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of
any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of
this Agreement and (iii) the satisfaction of the agreement of the other party
contained in Section 4(d) of this Agreement; provided that it shall not be a breach
of this representation where reliance is placed on clause (ii) and the other party
does not deliver a form or document under Section 4(a)(iii) by reason of material
prejudice to its legal or commercial position.
	 
	 	(b)	 	Payee Representations. For the purpose of Section 3(f) of this Agreement, each
of Party A and Party B represent that it is a U.S. person for U.S. federal income tax
purposes.




23









 












Part 3. Agreement to Deliver Documents.



For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the
following documents, as applicable:




     (a) Tax forms, documents or certificates to be delivered are:



	 	 	 	 	 
	Party required	 	 	 	 
	to deliver	 	 	 	 
	document	 	Form, Document, Certificate	 	Date by which to be delivered
	 
	Party A and Party B

	 	A correct, complete and
duly executed U.S.
Internal Revenue Service
Form W-9 (or any successor
thereto).
	 	(A) Upon execution of this
Agreement; (B) promptly upon
reasonable demand by the
other party; and
(C) promptly upon learning
that any Form W-9 previously
provided by it has become
obsolete or incorrect.











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	 	(b)	 	Other documents to be delivered are:





	 	 	 	 	 	 	 
	Party required	 	 	 	 	 	Covered by
	to deliver	 	 	 	Date by which to be	 	Section 3(d)
	document	 	Form/Document/ Certificate	 	delivered	 	Representation
	 
	Party B

	 	Certified copies of
(i) resolutions adopted by its
board of directors or its
by-laws authorizing the person
or persons signing this
Agreement, the Confirmations
hereunder or any other
appropriate authorizing
document, in substance
reasonably satisfactory to the
other party, (ii) an incumbency
certificate certifying the
names, true signatures and
authority of the person or
persons signing this Agreement,
the Confirmations hereunder; and
(iii) other necessary approvals
and authorizations with respect
to the execution, delivery and
performance of this Agreement,
the Confirmations hereunder.
	 	Upon execution and
delivery of this
Agreement.
	 	Yes
	 
	 	 	 	 	 	 
	Party A

	 	A Power of Attorney with respect
to Party A
	 	Upon execution and
delivery of this
Agreement.
	 	Yes
	 
	 	 	 	 	 	 
	Party B

	 	A copy of the Servicer Report
furnished by the Servicer.
	 	Promptly upon
request.
	 	Yes
	 
	 	 	 	 	 	 
	Party B

	 	A certified copy of the Indenture
	 	Upon execution and
delivery of this
Agreement and prior
to the execution of
any amendment,
supplement or
waiver thereto.
	 	Yes
	 
	 	 	 	 	 	 
	Party A

	 	Most recently prepared annual
balance sheet of Party A.
	 	Promptly upon
request.
	 	Yes
	 
	 	 	 	 	 	 
	Party A and Party B

	 	An opinion of counsel in form
and substance satisfactory to
the other party.
	 	Upon execution and
delivery of this
Agreement.
	 	Yes






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Part 4. Miscellaneous.





	 	(a)	 	Addresses for Notices. For the purpose of Section 12(a) of this Agreement:
	 
	 	 	 	Address for notices or communications to Party A:




Goldman Sachs Mitsui Marine Derivative Products, L.P.

85 Broad Street

New York, New York 10004



Attention: Swap Administration



Telephone: +1 (212) 902-5692

Facsimile: +1 (212) 902-1000





Address for notices or communications to Party B:


DaimlerChrysler Auto Trust 2007-A

c/o The Bank of New York (Delaware)

100 White Clay Center, Route 273

P.O. Box 6995

Newark, Delaware 19711



Attention: Corporate Trust Administration



Facsimile: +1 (302) 453-4400





With copies to:


The Bank of New York

101 Barclay Street, 8W

New York, NY 10286



Attention: Asset Backed Securities Unit
email: jbobko@bankofny.com





and


DaimlerChrysler Financial Services Americas LLC

CIMS 408-24-05

27777 Inkster Road

Farmington Hills, MI 48335



Attention: Paul Colenso



Facsimile: +1 (248) 427-3595





	 	(b)	 	Process Agent. For the purpose of Section 13(c) of this Agreement:
	 
	 	 	 	Party A appoints as its Process Agent – not applicable.
	 
	 	 	 	Party B appoints as its Process Agent – not applicable.




26









 












	 	(c)	 	Offices. The provisions of Section 10(a) will apply to this Agreement.
	 
	 	(d)	 	Multibranch Party. For the purpose of Section 10(c) of this Agreement:
	 
	 	 	 	Party A is not a Multibranch Party.
	 
	 	 	 	Party B is not a Multibranch Party.
	 
	 	(e)	 	Calculation Agent. Party A shall be the Calculation Agent; provided, however,
that if an Event of Default shall have occurred with respect to which Party A is a
Defaulting Party, Party B shall have the right to designate as Calculation Agent an
independent party, reasonably acceptable to Party A.
	 
	 	(f)	 	Credit Support Document. Details of any Credit Support Document:
	 
	 	 	 	Party A’s obligations hereunder are supported by the following Credit Support
Documents: (A) the Support Agreement dated as of October 8, 1993 between Party A,
Mitsui Sumitomo Insurance Company, Limited (formerly known as Mitsui Marine and Fire
Insurance Co., Ltd.) (“Mitsui Marine”) and The Goldman Sachs Group, Inc. (the
“Goldman Group”), (B) the Guaranty, dated as of December 20, 2000 between Mitsui
Marine and Goldman Group and (C) any Credit Support Annex that may be entered into
in connection with any of the events described in Part 5(h) of this Schedule.
	 
	 	 	 	Party B’s obligations hereunder are supported by the following Credit Support
Documents: any Credit Support Annex entered into or delivered by Party A in
conjunction with a ratings downgrade of Party A.
	 
	 	(g)	 	Credit Support Provider.
	 
	 	 	 	Credit Support Provider means in relation to Party A: none.
	 
	 	 	 	Credit Support Provider means in relation to Party B: none.
	 
	 	(h)	 	Governing Law. THIS AGREEMENT (AND ALL MATTERS AND DISPUTES ARISING UNDER OR
OUT OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE) WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS
CHOICE OF LAW DOCTRINE.
	 
	 	(i)	 	Netting of Payments. Subparagraph (ii) of Section 2(c) of this Agreement will
apply with respect to all Transactions entered into under this Agreement and therefore
netting across Transactions will not occur.
	 
	 	(j)	 	“Affiliate” will have the meaning specified in Section 14 of this Agreement
with respect to Party A. Party B shall be deemed to have no Affiliates.
	 
	 	(k)	 	Trial by Jury. WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY PROCEEDINGS RELATING TO THIS AGREEMENT AND ACKNOWLEDGES THAT THE WAIVER
IS A MATERIAL INDUCEMENT TO THE OTHER PARTY’S ENTERING INTO THIS AGREEMENT




27









 






	 	(l)	 	Jurisdiction. Section 13(b) is hereby amended by: (i) deleting in the second
line of subparagraph (i) thereof the word “non-”; and (ii) deleting the final paragraph
thereof.





Part 5. Other Provisions.





	 	(a)	 	Section 3(d) is hereby amended by adding in the third line thereof after the
word “respect” and before the period:






“or, in the case of financial statements, a fair presentation of the financial condition of the
relevant party”.




	 	(b)	 	In addition to the representations in Section 3 of this Agreement:






	 	(i)	 	each party will be deemed to represent to the other party on
the date on which it enters into a Transaction that (absent a written agreement
between the parties that expressly imposes affirmative obligations to the
contrary for that Transaction):






	 	(1)	 	Non-Reliance. It is acting for its own
account, and it has made its own independent decisions to enter into
that Transaction and as to whether that Transaction is appropriate or
proper for it based upon its own judgment and upon advice from such
advisers as it has deemed necessary. It is not relying on any
communication (written or oral) of the other party as investment advice
or as a recommendation to enter into that Transaction; it being
understood that information and explanations related to the terms and
conditions of a Transaction shall not be considered investment advice
or a recommendation to enter into that Transaction. No communication
(written or oral) received from the other party shall be deemed to be
an assurance or guarantee as to the expected results of that
Transaction.
	 
	 	(2)	 	Assessment and Understanding. It is capable of
assessing the merits of and understanding (on its own behalf or through
independent professional advice), and understands and accepts, the
terms, conditions and risks of that Transaction. It is also capable of
assuming, and assumes, the risks of that Transaction.
	 
	 	(3)	 	Status of Parties. The other party is not
acting as a fiduciary for or an adviser to it in respect of that
Transaction.
	 
	 	(4)	 	Line of Business. It has entered into this
Agreement (including each Transaction evidenced hereby) in conjunction
with its line of business (including financial intermediation services)
or the financing of its business.
	 
	 	(5)	 	Risk Management. Party B alone represents that
this Agreement has been, and each Transaction hereunder has been or
will be, as the case may be, entered into for the purpose of managing
its borrowings or investments, hedging its underlying assets or
liabilities or in connection with its line of business (including
financial intermediation services) and not for the purpose of
speculation.










28









 












	 	(ii)	 	each party represents and warrants that (A) it is an “eligible
contract participant” within the meaning of Section 1a(12) of the Commodity
Exchange Act, as amended; (B) this Agreement and each Transaction is subject to
individual negotiation by such party; and (C) neither this Agreement nor any
Transaction will be executed or traded on a “trading facility” within the
meaning of Section 1a(33) of the Commodity Exchange Act, as amended.
	 
	 	(iii)	 	each party represents and warrants that it is neither:






	 	(1)	 	an “employee benefit plan” as defined in
Section 3(3) of the Employee Retirement Income Security Act of 1974
(the “ERISA”) which is subject to Part 4 of Subtitle B of Title I of
such Act;
	 
	 	(2)	 	a “plan” as defined in Section 4975(e)(1) of
the Internal Revenue Code of 1986, as amended; nor
	 
	 	(3)	 	an entity the assets of which are deemed to be
assets of any such “employee benefit plan” or “plan” by reason of the
U.S. Department of Labor’s plan asset regulation, 29 C.F.R. Part 2510.3
101, as modified by Section 3(42) of ERISA.






The parties agree that each representation contained in this Part 5(b) shall be
deemed repeated by the party making such representation on each date on which a
Transaction is entered into.




	 	(c)	 	Amendment and Modification. Notwithstanding Sections 9(b) and 9(e) of this
Agreement, each party agrees that no amendment, modification or waiver in respect of
this Agreement will be effective unless in writing and executed by each of the parties
(including by counterpart but excluding by means of a Confirmation); provided that the
parties may agree in a Confirmation that they will comply with such Sections to amend,
modify or waive this Agreement solely with respect to the Transaction that is the
subject of the Confirmation, and provided, further, that the parties may participate in
a protocol process of general amendment by ISDA by which master agreements including
this one may be deemed to be amended. Notwithstanding the foregoing no amendment,
modification or waiver in respect of this Agreement will be effective unless the Rating
Agency Condition has been satisfied in respect of such proposed amendment, modification
or waiver.
	 
	 	(d)	 	Consent to Recording. Each party consents to the recording of the telephone
conversations of its trading, operations and marketing personnel in connection with
this Agreement or any potential Transaction.
	 
	 	(e)	 	Non-Petition. Party A hereby agrees it shall not institute against Party B any
bankruptcy, reorganization, arrangement, insolvency, or liquidation proceedings or
other similar proceedings until at least one year and one day or, if longer, the
applicable preference period then in effect, after the payment in full of all of the
Notes; provided, however, that nothing herein shall preclude or estop Party A (A) from
taking any action prior to the expiration of the applicable preference period in
(x) any case or proceeding voluntarily filed or commenced by Party B or (y) any
involuntary insolvency proceeding filed or commenced against Party B by a person other
than Party A or (B) from commencing against Party B or any properties of Party B any
legal action which is not a bankruptcy, reorganization, arrangement, insolvency,
moratorium or liquidation




29









 








	 	proceeding. This provision shall survive termination of this Agreement for any
reason whatsoever.






	(f)	 	Assignment or Transfer. (i) Section 7 is hereby amended to read in its
entirety as follows:
	 
	 	 	“Subject to Section 6(b)(ii) and Part 5(h), and except for the assignment by way of
Security in favor of the Indenture Trustee under the Indenture, neither Party A nor
Party B is permitted to assign, novate or transfer (whether by way of security or
otherwise) as a whole or in part any of its rights, obligations or interests under
this Agreement or any Transaction without the prior written consent of the other
party and satisfaction of the Rating Agency Condition with respect to the proposed
assignment, novation or transfer; provided, however, that on at least five Business
Days’ prior written notice to Party B, and provided that the Rating Agency Condition
has been satisfied with respect to the proposed assignment, novation or transfer,
Party A may (i) make such a transfer of this Agreement pursuant to a consolidation
or amalgamation with, or merger with or into another entity to the resulting,
surviving or transferee entity or (ii) at its own expense, transfer all or
substantially all of its rights and obligations with respect to this Agreement to
any Person, including, without limitation, another of Party A’s offices, branches or
affiliates (any such Person, office, branch or affiliate, a “Transferee”), provided
that:






	 	(1)	 	such Transferee agrees to be bound by, inter
alia, the payment, transfer and collateral terms of this Agreement
(including any Transactions hereunder) and substantially all other
terms as the party which it replaces;
	 
	 	(2)	 	such Transferee is an Eligible Replacement;
	 
	 	(3)	 	a Termination Event or an Event of Default does
not occur under this Agreement as a result of such transfer; and
	 
	 	(4)	 	as of the date of such transfer, neither the
Transferee nor Party B will be required to withhold or deduct any
increased amount on account of any Taxes under this Agreement as a
result of such transfer.






	 	 	 	Notwithstanding the foregoing, Party A may transfer this Agreement, any of
its interest or obligations in or under this Agreement, or any one or more
Transactions to any of Party A’s Affiliates, provided that (i) Party B is
furnished with a guaranty by a guarantor that is reasonably acceptable to
Party B (such guaranty subject to satisfaction of the Rating Agency
Condition), of such transferor’s obligations and (ii) an Event of Default or
a Termination Event does not occur as a result of such transfer.
	 
	 	(ii)	 	Upon any transfer by Party A pursuant to Section 7 of this
Agreement, Party A agrees to provide Party B with the name and address of the
Transferee so that Party B may fulfill the requirements to record the transfer
on its books and records, and, notwithstanding anything to the contrary herein,
any failure by Party A to do so will render the transfer void. It shall be a
condition of such assignment however, that (A) as a result thereof, Party B
will not (x) be required to pay the Transferee under Section 2(d)(i)(4) an
amount in respect of an Indemnifiable Tax greater than the amount Party B would
have been obligated to pay absent such assignment or transfer, or (y) receive a
payment in an amount




30









 






	 	 	 	that is less than the amount that Party B would have received absent such
assignment or transfer, which reduction is due to a deduction or withholding
for or on account of a Tax with respect to which an additional amount is not
required to be paid under Section 2(d)(i)(4) and (B) the Transferee will
make tax representations and provide any tax forms requested by Party B.
Both Party A and the Transferee are, at the time of the transfer, “dealers
in notional principal contracts” as that term is used in Section 1.1001-4 of
the Regulations.






	 	(g)	 	Waiver of Setoff. Notwithstanding any provision of this Agreement or any other
existing or future agreement, each of Party A and Party B irrevocably waives any and
all rights it may have to setoff, net, recoup or otherwise withhold or suspend or
condition payment or performance of any obligations between Party A and Party B
hereunder, or against any obligations between Party A and Party B under any other
agreements otherwise outside of this Agreement. Section 6(e) of this Agreement shall
be amended by the deletion of the following sentence: “The amount, if any, payable in
respect of an Early Termination Date and determined pursuant to this Section will be
subject to any Set-off.”
	 
	 	(h)	 	Party A Downgrade Provision. If a Ratings Event I (as defined below) shall
occur and be continuing with respect to Party A, then Party A shall, within 30 calendar
days after the occurrence of a Ratings Event I and provided that the Rating Agency
Condition is satisfied, either (a) post Eligible Collateral as defined in and pursuant
to an ISDA 1994 Credit Support Annex to be entered into between Party A and Party B
upon or prior to such posting to secure Party B’s exposure or potential exposure to
Party A, (b) transfer, at its own expense, Party A’s rights and obligations under this
Agreement and all Confirmations to another party, (c) provide, at its own expense, a
guaranty in respect of all Party A’s present and future obligations under this
Agreement or (d) take such other actions as may reasonably be requested by the
Indenture Trustee (as such term is defined in the Indenture). However, upon the
occurrence of a Ratings Event II (as defined below), Party A shall then, provided that
the Rating Agency Condition is satisfied, at its own expense, transfer its rights and
obligations under this Agreement and all Confirmations within 10 Business Days of the
date of the Ratings Event II. Party A’s obligations to find a transferee or to post
Eligible Collateral under an ISDA 1994 Credit Support Annex in the case of a Ratings
Event I, or to find a transferee in the case of a Ratings Event II, shall remain in
effect only for so long as the applicable event is continuing with respect to Party A.
	 
	 	 	 	For the purpose of this Part 5(h), a “Ratings Event I” shall occur with respect to
Party A (a) with respect to Moody’s, if Party A’s counterparty risk or financial
program rating, as applicable, is withdrawn, suspended or reduced below “A2” by
Moody’s (a “Moody’s First Trigger Rating Event”), (b) with respect to S&P, if
Party A’s counterparty risk or financial program rating, as applicable, is
withdrawn, suspended or reduced below “A” (an “S&P First Trigger Rating Event”), and
(c) with respect to Fitch, the Fitch Rating is reduced below “A” (a “Fitch First
Trigger Rating Event”).
	 
	 	 	 	For purposes of this Part 5(h) a “Ratings Event II” shall occur with respect to
Party A (a) with respect to Moody’s, if Party A’s counterparty risk or financial
program rating, as applicable, is withdrawn, suspended or reduced below “A3” by
Moody’s (a “Moody’s Second Trigger Rating Event”), (b) with respect to S&P, if Party
A’s counterparty risk or financial program rating, as applicable, is withdrawn,
suspended or reduced below




31









 






	 	 	 	“BBB-” (an “S&P Second Trigger Rating Event”) and (c) with respect to Fitch, the
Fitch Rating is reduced below “BBB-” (a “Fitch Second Trigger Rating Event”).
	 
	 	 	 	Notwithstanding the foregoing, the definitions of “Ratings Event I” and “Ratings
Event II” may be amended by Party A and Party B without the written consent of any
of the holders of the Notes as long as each Rating Agency confirms in writing that
such amendment will not cause the reduction, suspension or withdrawal of the then
current rating on any of the Notes.
	 
	 	 	 	If Party A fails to take any of the remedial actions set forth in this Part 5(h), an
Additional Termination Event shall have occurred pursuant to Part 1(q)(B) of this
Schedule and Party A shall be the sole Affected Party with respect to such
Additional Termination Event.
	 
	 	(i)	 	Acknowledgement of Security Interest. Party A hereby acknowledges that Party B
has granted a security interest in its rights under this Agreement and has assigned
this Agreement to the Indenture Trustee pursuant to the Indenture, and consents
thereto, and Party A hereby consents to any transfer of such rights pursuant to an
exercise of creditor’s remedies in respect of such security interest or assignment.
Party A hereby agrees that, unless notified in writing by the Indenture Trustee of
other payment instructions, any and all amounts payable by Party A to Party B under
this Agreement shall be paid to the Indenture Trustee at the account specified in the
Confirmation. Any payments in accordance with the provisions hereof (or in accordance
with any instructions from the Indenture Trustee) by Party A to Party B shall fully
release Party A from any further liability to Party B in respect to such payment.
	 
	 	(j)	 	No Third Party Beneficiaries. (a) This Agreement is made for the benefit of,
and shall be enforceable by, each of the parties hereto and (b) nothing in this
Agreement shall confer any rights upon, nor shall this Agreement be construed to create
any rights in, any person that is not a party to this Agreement.
	 
	 	(k)	 	Priority of Payments. Any amounts due and payable by Party B hereunder shall
be paid in the manner and priority set forth in the Indenture.
	 
	 	(l)	 	Limited Recourse. Party A hereby acknowledges and agrees that Party B’s
obligations hereunder will be solely the limited recourse obligations of Party B
payable solely in accordance with the priority of payments set out in the Indenture,
and that Party A will not have any recourse to any of the directors, officers,
employees or affiliates of Party B or holders of a beneficial interest in Party B with
respect to any claims, losses, damages, liabilities, indemnities or other obligations
in connection with any transactions contemplated hereby; provided, however, Party A
shall not be precluded from declaring an Event of Default or from exercising any other
right or remedy as set forth in this Agreement. Notwithstanding any other provisions
hereof, recourse in respect of any obligations of Party B to Party A hereunder or
thereunder will be limited to the Collateral and on the exhaustion thereof all claims
against Party B arising from this Agreement shall be extinguished.
	 
	 	 	 	Notwithstanding anything contained herein to the contrary, this Agreement (including
any related confirmations and credit support annexes) has been countersigned by The
Bank of New York (Delaware) not in its individual capacity but solely in its
capacity as Owner Trustee of Party B and in no event shall The Bank of New York
(Delaware) in its individual capacity have any liability for the representations,
warranties, covenants,




32









 






	 	 	 	agreements or other obligations of Party B hereunder, as to all of which recourse
shall be had solely to the assets of Party B.
	 
	 	(m)	 	Certain Defined Terms. Capitalized terms used but not defined in this
Agreement shall have the meanings given to such terms in the Indenture.
	 
	 	 	 	“Indenture” means that certain Indenture dated as of November 1, 2007, between,
amongst others, Party B, as Issuer and Citibank, N.A. as Indenture Trustee.
	 
	 	 	 	“Eligible Replacement” means (i) an entity that satisfies the Ratings Event I
Required Ratings and/or the Ratings Event II Required Ratings or (ii) an entity
whose present and future obligations owing to Party B are guaranteed pursuant to an
Eligible Guarantee by a guarantor that satisfies the Ratings Event I Required
Ratings and/or Ratings Event II Required Ratings.
	 
	 	 	 	“Fitch” means Fitch Inc., Fitch Ratings, Ltd. and their respective subsidiaries
including Derivative Fitch, Inc. and Derivative Fitch Ltd. or any successor or
successors thereto.
	 
	 	 	 	“Fitch Rating” in relation to Party A shall mean on any date the lower of the Fitch
equivalent rating of (i) the S&P counterparty risk or financial program rating of
Party A and (ii) the Moody’s counterparty risk or financial program rating of Party
A.
	 
	 	 	 	“Moody’s” means Moody’s Investors Service, Inc. or any successor thereto.
	 
	 	 	 	“S&P” means Standard & Poor’s Ratings Service, a division of the McGraw-Hill
Companies, Inc. or any successor thereto.
	 
	 	 	 	“Rating Agency” means each of Fitch, Moody’s and S&P.
	 
	 	 	 	“Ratings Event I Required Ratings” means the minimum ratings of a relevant entity
from all the Rating Agencies in order not to trigger a Ratings Event I.
	 
	 	 	 	“Ratings Event II Required Ratings” means the minimum ratings of a relevant entity
from all the Rating Agencies in order not to trigger a Ratings Event II.
	 
	 	(n)	 	No Recourse Against Party A. The Notes represent a beneficial interest in the
property of the Trust only and do not represent an interest in or obligation of
Party A. No holder of a Note shall have any recourse against Party A or its assets
with respect to the Notes or this Agreement.
	 
	 	(o)	 	Regarding Party A. The Trust acknowledges and agrees that Party A had no
involvement in, and, accordingly, accepts no responsibility for: (i) the establishment,
structure, or choice of assets of the Trust or any series; (ii) the selection of any
person performing services for or acting on behalf of the Trust; (iii) the selection of
Party A as a swap provider; (iv) the terms of the Notes or the economic terms of any
Transaction entered into with the Trust pursuant to this Agreement; (v) the preparation
of or passing on the disclosure and other information contained in any offering
circular, prospectus, series supplement, trust deed, or any other agreements or
documents used by the Trust or any other party in connection with the marketing and
sale of the Notes; (vi) the ongoing operations and administration of the Trust,
including the furnishing of any information to the Trust which is not specifically
required under this Agreement; or (vii) any other




33









 






	 	 	 	aspect of the Trust’s existence except for those matters specifically identified in
this Agreement.
	 
	 	(p)	 	Limitation of Liability. No party shall be required to pay or be liable to the
other party for any consequential, indirect or punitive damages, opportunity costs or
lost profits.
	 
	 	(q)	 	Regulation AB Financial Disclosure. Party A acknowledges that for so long as
there are reporting obligations with respect to any Transaction under this Agreement
under Regulation AB, DaimlerChrysler Financial Services Americas LLC, as Depositor
under the Indenture (the “Depositor”) is required under Regulation AB to disclose
certain information set forth in Regulation AB regarding Party A or its group of
affiliated entities, if applicable, depending on the aggregate “significance
percentage” of this Agreement and any other derivative contracts between Party A or its
group of affiliated entities, if applicable, and Party B, as calculated from time to
time in accordance with Item 1115 of Regulation AB.
	 
	 	 	 	If the Depositor determines, reasonably and in good faith, that the “significance
percentage” of this Agreement has increased to 10%, then on any Business Day after
the date of such determination the Depositor may request from Party A the
information set forth in Item 1115(b) of Regulation AB (such request, a “Swap
Financial Disclosure Request” and such requested information, subject to the last
sentence of this paragraph, the “Swap Financial Disclosure”). Party A and Party B
further agree that the Swap Financial Disclosure provided to meet the Swap Financial
Disclosure Request will be the information set forth in Item 1115(b)(1) or Item
1115(b)(2) of Regulation AB, as applicable, and as specified by Party B.
	 
	 	 	 	Upon the occurrence of a Swap Financial Disclosure Request, Party A, at its own
expense, shall within 15 days after receipt of such Swap Financial Disclosure
Request (i) provide the Depositor with the Swap Financial Disclosure, (ii) subject
to satisfaction of the Rating Agency Condition and approval by Party B (which
approval will not be unreasonably withheld), secure another entity to replace Party
A as party to this Agreement on terms substantially similar to this Agreement which
entity is able and will provide the Swap Financial Disclosure for such entity within
the time period specified above or (iii) subject to satisfaction of the Rating
Agency Condition and approval by Party B (which approval will not be unreasonably
withheld), obtain a guaranty of Party A’s obligations under this Agreement from an
affiliate of Party A that is able to provide the Swap Financial Disclosure for such
affiliate, such that disclosure provided in respect of the affiliate will satisfy
any disclosure requirements applicable to Party A, and cause such affiliate to
provide Swap Financial Disclosure within the time period specified above. If
permitted by Regulation AB, any required Swap Financial Disclosure may be provided
by incorporation by reference from reports filed pursuant to the Exchange Act.





[Signature Pages Follow]




34









 






     IN WITNESS WHEREOF the parties have executed this document on the respective dates specified
below with effect from the date specified on the first page of this Agreement:



	 	 	 	 	 	 	 
	 	 	GOLDMAN SACHS MITSUI MARINE 

DERIVATIVE PRODUCTS, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	GSMMDPGP, INC.,	 	 
	 

	 	 	 	its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/  Susan Rudov	 	 
	 

	 	 	 	 

Name:  Susan Rudov

Title:    Vice President

Date:
	 	 
	 
	 	 	 	 	 	 
	 	 	DAIMLERCHRYSLER AUTO TRUST 2007-A	 	 
	 
	 	 	 	 	 	 
	 	 	By: THE BANK OF NEW YORK (DELAWARE)	 	 
	 
	 	 	 	 	 	 
	 	 	 not in its individual capacity but solely as Owner Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/  Kristine K.
Gullo	 	 
	 

	 	 	 	 

Name:  Kristine K.
Gullo

Title:    Vice President
	 	 






GS/DCAT 2007-A FRONT END SWAP SCHEDULE