EX-10.1



 






Exhibit 10.1




 





SALE AND SERVICING AGREEMENT




between




DAIMLERCHRYSLER AUTO TRUST 2007-A

Issuer,




and




DAIMLERCHRYSLER FINANCIAL SERVICES AMERICAS LLC,

Seller and Servicer




Dated as of November 1, 2007




 





 









 








	 	 	 	 	 
	ARTICLE I

	 
	 	 	 	 
	Definitions

	 
	 	 	 	 
	Section 1.01 Definitions
	 	 	1	 
	Section 1.02 Other Definitional Provisions
	 	 	15	 
	 
	 	 	 	 
	ARTICLE II

	 
	 	 	 	 
	Conveyance of Receivables

	 
	 	 	 	 
	Section 2.01 Conveyance of Receivables
	 	 	16	 
	Section 2.02 Conveyance of Fixed Value Payments and Fixed Value Finance Charges
	 	 	17	 
	Section 2.03 Fixed Value Securities
	 	 	17	 
	 
	 	 	 	 
	ARTICLE III

	 
	 	 	 	 
	The Receivables

	 
	 	 	 	 
	Section 3.01 Representations and Warranties of Seller with Respect to the Receivables
	 	 	18	 
	Section 3.02 Repurchase upon Breach
	 	 	22	 
	Section 3.03 Custody of Receivable Files
	 	 	22	 
	Section 3.04 Duties of Servicer as Custodian
	 	 	22	 
	Section 3.05 Instructions; Authority To Act
	 	 	23	 
	Section 3.06 Custodian’s Indemnification
	 	 	23	 
	Section 3.07 Effective Period and Termination
	 	 	23	 
	Section 3.08 Representations and Warranties as to the Security Interest of the Issuer in the Receivables
	 	 	24	 
	 
	 	 	 	 
	ARTICLE IV

	 
	 	 	 	 
	Administration and Servicing of Receivables

	 
	 	 	 	 
	Section 4.01 Duties of Servicer
	 	 	24	 
	Section 4.02 Collection and Allocation of Receivable Payments
	 	 	25	 
	Section 4.03 Realization upon Receivables
	 	 	25	 
	Section 4.04 Physical Damage Insurance
	 	 	26	 
	Section 4.05 Maintenance of Security Interests in Financed Vehicles
	 	 	26	 
	Section 4.06 Covenants of Servicer
	 	 	26	 
	Section 4.07 Purchase of Receivables upon Breach
	 	 	26	 
	Section 4.08 Servicing Fee
	 	 	26	 
	Section 4.09 Servicer’s Certificate
	 	 	27	 
	Section 4.10 Annual Statement as to Compliance; Item 1122 Servicing Criteria Assessment; Notice of Default
	 	 	27	 
	Section 4.11 Annual Independent Certified Public Accountants’ Report
	 	 	28	 






i









 






	 	 	 	 	 
	Section 4.12 Access to Certain Documentation and Information Regarding Receivables
	 	 	28	 
	Section 4.13 Servicer Expenses
	 	 	28	 
	Section 4.14 Appointment of Subservicer
	 	 	29	 
	 
	 	 	 	 
	ARTICLE V

	 
	 	 	 	 
	Distributions; Reserve Account;

Statements to Noteholders

	 
	 	 	 	 
	Section 5.01 Establishment of Deposit Account
	 	 	29	 
	Section 5.02 Collections
	 	 	30	 
	Section 5.03 Application of Collections
	 	 	31	 
	Section 5.04 Additional Deposits
	 	 	31	 
	Section 5.05 Distributions
	 	 	32	 
	Section 5.06 Reserve Account
	 	 	33	 
	Section 5.07 Statements to Noteholders
	 	 	34	 
	Section 5.08 Net Deposits
	 	 	35	 
	 
	 	 	 	 
	ARTICLE VI

	 
	 	 	 	 
	The Seller

	 
	 	 	 	 
	Section 6.01 Representations of Seller
	 	 	35	 
	Section 6.02 Preservation of Existence
	 	 	36	 
	Section 6.03 Liability of Seller; Indemnities
	 	 	37	 
	Section 6.04 Merger or Consolidation of, or Assumption of Obligations of, Seller
	 	 	38	 
	Section 6.05 Limitation on Liability of Seller and Others
	 	 	38	 
	Section 6.06 Seller May Own Notes
	 	 	38	 
	 
	 	 	 	 
	ARTICLE VII

	 
	 	 	 	 
	The Servicer

	 
	 	 	 	 
	Section 7.01 Representations of Servicer
	 	 	38	 
	Section 7.02 Indemnities of Servicer
	 	 	40	 
	Section 7.03 Merger or Consolidation of, or Assumption of Obligations of, Servicer
	 	 	40	 
	Section 7.04 Limitation on Liability of Servicer and Others
	 	 	41	 
	Section 7.05 DCFS Not to Resign as Servicer
	 	 	41	 
	 
	 	 	 	 
	ARTICLE VIII

	 
	 	 	 	 
	Default

	 
	 	 	 	 
	Section 8.01 Servicer Default
	 	 	42	 
	Section 8.02 Appointment of Successor
	 	 	43	 






ii









 






	 	 	 	 	 
	Section 8.03 Notification to Noteholders and Certificateholders
	 	 	43	 
	Section 8.04 Waiver of Past Defaults
	 	 	44	 
	 
	 	 	 	 
	ARTICLE IX

	 
	 	 	 	 
	Termination

	 
	 	 	 	 
	Section 9.01 Optional Purchase of All Receivables
	 	 	44	 
	 
	 	 	 	 
	ARTICLE X

	 
	 	 	 	 
	Miscellaneous

	 
	 	 	 	 
	Section 10.01 Amendment
	 	 	44	 
	Section 10.02 Protection of Title to Trust
	 	 	45	 
	Section 10.03 Notices
	 	 	47	 
	Section 10.04 Assignment by the Seller or the Servicer
	 	 	47	 
	Section 10.05 Limitations on Rights of Others
	 	 	48	 
	Section 10.06 Severability
	 	 	48	 
	Section 10.07 Separate Counterparts
	 	 	48	 
	Section 10.08 Headings
	 	 	48	 
	Section 10.09 Governing Law
	 	 	48	 
	Section 10.10 Assignment by Issuer
	 	 	48	 
	Section 10.11 Nonpetition Covenants
	 	 	49	 
	Section 10.12 Limitation of Liability of Owner Trustee and Indenture Trustee
	 	 	49	 
	 
	 	 	 	 
	ARTICLE XI

	 
	 	 	 	 
	Exchange Act Reporting

	 
	 	 	 	 
	Section 11.01 Further Assurances
	 	 	49	 
	Section 11.02 Form 10-D Filings
	 	 	50	 
	Section 11.03 Form 8-K Filings
	 	 	50	 
	Section 11.04 Form 10-K Filings
	 	 	50	 
	Section 11.05 Report on Assessment of Compliance and Attestation
	 	 	51	 
	Section 11.06 Back-up Sarbanes-Oxley Certification
	 	 	51	 
	Section 11.07 Use of Subcontractors
	 	 	52	 
	Section 11.08 Representations and Warranties
	 	 	52	 
	Section 11.09 Indemnification
	 	 	53	 
	Section 11.10 Amendments
	 	 	54	 






	 	 	 	 	 
	SCHEDULE A

	 	Schedule of Receivables	 	 
	SCHEDULE B

	 	Location of Receivable Files	 	 
	SCHEDULE C

	 	Schedule of YSOA	 	 






iii









 






	 	 	 	 	 
	EXHIBIT A

	 	Form of Distribution Statement to Noteholders
	 	A-1
	EXHIBIT B

	 	Form of Servicer’s Certificate
	 	B-1
	Appendix A

	 	Item 1119 Parties
	 	Appendix A-1
	Appendix B

	 	Minimum Servicing Criteria Assessment
	 	Appendix B-1
	Appendix C

	 	Performance Certification (Reporting Subcontractor)
	 	Appendix C-1
	Appendix D

	 	Performance Certification (Servicer)
	 	Appendix D-1






iv









 







SALE AND SERVICING AGREEMENT dated as of November 1, 2007, between DAIMLERCHRYSLER
AUTO TRUST 2007-A, a Delaware statutory trust (the “Issuer”), and DAIMLERCHRYSLER
FINANCIAL SERVICES AMERICAS LLC, a Michigan limited liability company, as seller and
servicer.



     WHEREAS the Issuer desires to purchase a portfolio of receivables arising in connection with
automobile retail installment sale contracts generated by DaimlerChrysler Financial Services
Americas LLC in the ordinary course of business; and



     WHEREAS DaimlerChrysler Financial Services Americas LLC is willing to sell such receivables
to, and to service such receivables on behalf of, the Issuer;



     NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained,
the parties hereto agree as follows:



ARTICLE I




Definitions




     Section 1.01 Definitions. Whenever used in this Agreement, the following words and
phrases, unless the context otherwise requires, shall have the following meanings:



     “Amortizing Payment” means, with respect to each Fixed Value Receivable and each
Collection Period prior to the date on which the Fixed Value Payment relating to such Receivable is
due, the amount specified in the applicable Contract in the payment schedule as the “Amount of Each
Payment”, except that in the case of a prepayment, liquidation or repurchase by the Seller or
purchase by the Servicer, the Amortizing Payment shall be equal to the aggregate “Amount of Each
Payment” that has not yet been paid for the period through and including the last payment prior to
the date when the Fixed Value Payment is due less the amount of the unearned finance charges under
the related Contract allocable to such amount in accordance with the Servicer’s customary
procedures.



     “Amortizing Payment Finance Charge” means, with respect to each payment collected on a
Fixed Value Receivable, the finance charge included in such payment (as determined in accordance
with the Servicer’s customary procedures) that is allocable to the related Principal Balance.



     “Amount Financed” means (i) with respect to a Standard Receivable, the amount advanced
under such Standard Receivable toward the purchase price of the Financed Vehicle and any related
costs and (ii) with respect to a Fixed Value Receivable, an amount equal to the present value of
the fixed level payment monthly installments (not including the amount designated as the Fixed
Value Payment) under such Fixed Value Receivable, assuming that each payment is made on the due
date in the month in which such payment is due, discounted at the APR for such Fixed Value
Receivable.



     “Annual Percentage Rate” or “APR” of a Receivable means the annual rate of
finance charges stated in the related Contract.



 









 





     “Basic Documents” means the Indenture, the Trust Agreement, the Administration
Agreement and the Purchase Agreement.



     “Certificate” has the meaning assigned to such term in the Trust Agreement.



     “Certificateholder” has the meaning assigned to such term in the Trust Agreement.



     “Class” means any one of the classes of Notes.



     “Class A Noteholder” means the Person in whose name any Class A Note is registered in
the Note Register.



     “Class A-1 Final Scheduled Payment Date” means November 10, 2008.



     “Class A-1 Noteholder” means the Person in whose name a Class A-1 Note is registered
in the Note Register.



     “Class A-1 Principal Balance” means $414,000,000.



     “Class A-2 Final Scheduled Payment Date” means March 8, 2011.



     “Class A-2 Noteholder” means the Person in whose name a Class A-2 Note is registered
in the Note Register.



     “Class A-3 Final Scheduled Payment Date” means February 8, 2012.



     “Class A-3 Noteholder” means the Person in whose name a Class A-3 Note is registered
in the Note Register.



     “Class A-4 Final Scheduled Payment Date” means March 8, 2013.



     “Class A-4 Noteholder” means the Person in whose name a Class A-4 Note is registered
in the Note Register.



     “Class B Final Scheduled Payment Date” means May 8, 2014.



     “Class B Noteholder” means the Person in whose name a Class B Note is registered in
the Note Register.



     “Class C Final Scheduled Payment Date” means May 8, 2014.



     “Class C Noteholder” means the Person in whose name a Class C Note is registered in
the Note Register.



     “Class D Final Scheduled Payment Date” means November 8, 2014.



     “Class D Noteholder” means the Person in whose name a Class D Note is registered in
the Note Register.



     “Collection Period” means a calendar month (or in the case of the first Collection
Period, the period from but excluding October 31, 2007 to and including November 30, 2007). The



2









 




“related Collection Period” for a Payment Date is the Collection Period ending immediately
prior to such Payment Date. Unless otherwise specified, any amount stated as of the last day of a
Collection Period or as of the first day of a Collection Period shall give effect to the following
calculations as determined as of the close of business on such last day: (1) all applications of
collections and (2) all distributions to be made on the related Payment Date.




     “Commission” means the Securities and Exchange Commission.



     “Company” means Chrysler Residual Holdco LLC, a Delaware limited liability company,
and any successor in interest or, if all of the Class D Notes and the Certificates have been
assigned to a Person that becomes a transferee in accordance with Section 5.06 of the Purchase
Agreement, such transferee Person and any successor in interest.



     “Contract” means a motor vehicle retail installment sale contract.



     “Corporate Trust Office” means the principal office of the Indenture Trustee at which
at any particular time its corporate trust business shall be administered, which office at the date
of the execution of this Agreement is located at 388 Greenwich Street, 14th Floor, New
York, New York 10013, Attention: Structured Finance Agency and Trust, DCAT 2007-A; or at such
other address as the Indenture Trustee may designate from time to time by notice to the Noteholders
and the Seller, or the principal corporate trust office of any successor Indenture Trustee (of
which address such successor Indenture Trustee will notify the Noteholders and the Seller).



     “Cutoff Date” means October 31, 2007.



     “DCFS” means DaimlerChrysler Financial Services Americas LLC, a Michigan limited
liability company, or its successors.



     “Dealer” means the dealer who sold a Financed Vehicle and who originated and assigned
the related Receivable to DCFS under an existing agreement between such dealer and DCFS.



     “Delivery” when used with respect to Trust Account Property means:




     (a) with respect to bankers’ acceptances, commercial paper, negotiable certificates of
deposit and other obligations that constitute “instruments” within the meaning of
Section 9-102(a)(47) of the UCC and are susceptible of physical delivery, transfer thereof
to the Indenture Trustee or its nominee or custodian by physical delivery to the Indenture
Trustee or its nominee or custodian endorsed to, or registered in the name of, the Indenture
Trustee or its nominee or custodian or endorsed in blank, and, with respect to a
certificated security (as defined in Section 8-102 of the UCC) transfer thereof (i) by
delivery of such certificated security endorsed to, or registered in the name of, the
Indenture Trustee or its nominee or custodian or endorsed in blank to a securities
intermediary (as defined in Section 8-102 of the UCC) and the making by such securities
intermediary of entries on its books and records identifying such certificated securities
(as defined in Section 8-102 of the UCC) of the Indenture Trustee or its nominee or
custodian or (ii) by delivery thereof to a “clearing corporation” (as defined in
Section 8-102 of the UCC) and the making by such clearing corporation of appropriate entries
on its books reducing the appropriate securities account of the transferor and increasing
the appropriate securities account of a securities intermediary by the amount of



3









 







such certificated security, the identification by the clearing corporation on its books
and records that the certificated securities are credited to the sole and exclusive
securities account of the securities intermediary, the maintenance of such certificated
securities by such clearing corporation or a custodian or the nominee of such clearing
corporation subject to the clearing corporation’s exclusive control, and the making by such
securities intermediary of entries on its books and records identifying such certificated
securities as being credited to the securities account of the Indenture Trustee or its
nominee or custodian (all of the foregoing, “Physical Property”), and, in any event, any
such Physical Property in registered form shall be in the name of the Indenture Trustee or
its nominee or custodian; and such additional or alternative procedures as may hereafter
become appropriate to effect the complete transfer of ownership of any such Trust Account
Property (as defined herein) to the Indenture Trustee or its nominee or custodian,
consistent with changes in applicable law or regulations or the interpretation thereof;




     (b) with respect to any securities issued by the U.S. Treasury, the Federal Home Loan
Mortgage Corporation or by the Federal National Mortgage Association that are book-entry
securities held through the Federal Reserve System pursuant to Federal book-entry
regulations, the following procedures, all in accordance with applicable law, including
applicable Federal regulations and Articles 8 and 9 of the UCC: book-entry registration of
such Trust Account Property to an appropriate book-entry account maintained with a Federal
Reserve Bank by a securities intermediary which is also a “depository” pursuant to
applicable Federal regulations; the identification by the Federal Reserve Bank of such
book-entry securities on its record being credited to the securities intermediary’s
securities account; the making by such securities intermediary of entries in its books and
records identifying such book-entry security held through the Federal Reserve System
pursuant to Federal book-entry regulations as being credited to the Indenture Trustee’s
securities account; and such additional or alternative procedures as may hereafter become
appropriate to effect complete transfer of ownership of any such Trust Account Property to
the Indenture Trustee or its nominee or custodian, consistent with changes in applicable law
or regulations or the interpretation thereof; and




     (c) with respect to any item of Trust Account Property that is an uncertificated
security under Article 8 of the UCC and that is not governed by clause (a) above,
registration on the books and records of the issuer thereof in the name of the securities
intermediary, the sending of a confirmation by the securities intermediary of the purchase
by the Indenture Trustee or its nominee or custodian of such uncertificated security, the
making by such securities intermediary of entries on its books and records identifying such
uncertificated certificates as belonging to the Indenture Trustee or its nominee or
custodian.



     “Deposit Account” means the account designated as such, established and maintained
pursuant to Section 5.01.



     “Eligible Deposit Account” means either (a) a segregated account with an Eligible
Institution or (b) a segregated trust account with the corporate trust department of a depository
institution organized under the laws of the United States of America or any one of the states
thereof or the District of Columbia (or any domestic branch of a foreign bank), having corporate
trust powers and acting as trustee for funds deposited in such account, so long as any of the



4









 







securities of such depository institution shall have a credit rating from each Rating Agency
in one of its generic rating categories that signifies investment grade.



     “Eligible Institution” means (a) a depository institution organized under the laws of
the United States of America or any one of the states thereof or the District of Columbia (or any
domestic branch of a foreign bank), which (i) has either (A) a long-term unsecured debt rating of
“AAA” or better by Standard & Poor’s and Fitch and “Aaa” or better by Moody’s or (B) a certificate
of deposit rating of “A-1+” by Standard & Poor’s, “F1+” by Fitch and “P-1+” by Moody’s, or any
other long-term, short-term or certificate of deposit rating acceptable to the Rating Agencies and
(ii) whose deposits are insured by the FDIC or (b) the corporate trust department of the Indenture
Trustee or the Owner Trustee. If so qualified, the Indenture Trustee or the Owner Trustee may be
considered an Eligible Institution for the purposes of clause (a) of this definition.



     “Eligible Investments” means, subject to the last sentence below of this definition,
book-entry securities, negotiable instruments or securities represented by instruments in bearer or
registered form which evidence:




     (a) direct obligations of, and obligations fully guaranteed as to the full and timely
payment by, the United States of America;




     (b) demand deposits, time deposits or certificates of deposit of any depository
institution or trust company incorporated under the laws of the United States of America or
any state thereof (or any domestic branch of a foreign bank) and subject to supervision and
examination by Federal or State banking or depository institution authorities; provided,
however, that at the time of the investment or contractual commitment to invest therein, the
commercial paper or other short-term unsecured debt obligations (other than such obligations
the rating of which is based on the credit of a Person other than such depository
institution or trust company) thereof shall have a credit rating from each of the Rating
Agencies in the highest applicable rating category granted thereby;




     (c) commercial paper, variable amount notes or other short term debt obligations
having, at the time of the investment or contractual commitment to invest therein, a rating
from each of the Rating Agencies in the highest applicable rating category granted thereby;




     (d) investments in money market or common trust funds having a rating from each of the
Rating Agencies in the highest applicable rating category granted thereby, including funds
for which the Indenture Trustee or the Owner Trustee or any of their respective Affiliates
is investment manager or advisor;




     (e) bankers’ acceptances issued by any depository institution or trust company referred
to in clause (b) above;




     (f) repurchase obligations with respect to any security that is a direct obligation of,
or fully guaranteed by, the United States of America or any agency or instrumentality
thereof the obligations of which are backed by the full faith and credit of the United
States of America, in either case entered into with a depository institution or trust
company (acting as principal) described in clause (b);



5









 






     (g) repurchase obligations with respect to any security or whole loan, entered into
with (i) a depository institution or trust company (acting as principal) described in clause
(b) above (except that the rating referred to in the proviso in such clause (b) shall be
“A-1” or higher in the case of Standard & Poor’s) (such depository institution or trust
company being referred to in this definition as a “financial institution”), (ii) a
broker/dealer (acting as principal) registered as a broker or dealer under Section 15 of the
Exchange Act (a “broker/dealer”) the unsecured short-term debt obligations of which are
rated at least “A-1” by Standard & Poor’s, “P-1” by Moody’s and “F1” by Fitch at the time of
entering into such repurchase obligation (a “rated broker/dealer”), (iii) an unrated
broker/dealer (an “unrated broker/dealer”), acting as principal, that is a wholly-owned
subsidiary of a non-bank holding company the unsecured short-term debt obligations of which
are rated at least “A-1” by Standard & Poor’s, “P-1” by Moody’s and “F1” by Fitch at the
time of entering into such repurchase obligation (a “Rated Holding Company”) or (iv) an
unrated subsidiary (a “Guaranteed Counterparty”), acting as principal, that is a
wholly-owned subsidiary of a direct or indirect parent Rated Holding Company, which
guarantees such subsidiary’s obligations under such repurchase agreement; provided that the
following conditions are satisfied:




     (A) the aggregate amount of funds invested in repurchase obligations of a
financial institution, a rated broker/dealer, an unrated broker/dealer or Guaranteed
Counterparty in respect of which the Standard & Poor’s unsecured short-term ratings
are “A-1” (in the case of an unrated broker/dealer or Guaranteed Counterparty, such
rating being that of the related Rated Holding Company) shall not exceed 20% of the
sum of the then outstanding principal amount of the Notes (there being no limit on
the amount of funds that may be invested in repurchase obligations in respect of
which such Standard & Poor’s rating is “A-1+” (in the case of an unrated
broker/dealer or Guaranteed Counterparty, such rating being that of the related
Rated Holding Company));




     (B) in the case of the amount allocated to the Reserve Account, the rating from
Standard & Poor’s in respect of the unsecured short-term debt obligations of the
financial institution, rated broker/dealer, unrated broker/dealer or Guaranteed
Counterparty (in the case of an unrated broker/dealer or Guaranteed Counterparty,
such rating being that of the related Rated Holding Company) shall be “A-1+”;




     (C) the repurchase obligation must mature within 30 days of the date on which
the Indenture Trustee or the Issuer, as applicable, enters into such repurchase
obligation;




     (D) the repurchase obligation shall not be subordinated to any other obligation
of the related financial institution, rated broker/dealer, unrated broker/dealer or
Guaranteed Counterparty;




     (E) the collateral subject to the repurchase obligation is held, in the
appropriate form, by a custodial bank on behalf of the Indenture Trustee or the
Issuer, as applicable;



6









 






     (F) the repurchase obligation shall require that the collateral subject thereto
shall be marked to market daily;




     (G) in the case of a repurchase obligation of a Guaranteed Counterparty, the
following conditions shall also be satisfied:




     (i) the Indenture Trustee or the Issuer, as applicable, shall have
received an opinion of counsel (which may be in-house counsel) to the effect
that the guarantee of the related Rated Holding Company is a legal, valid
and binding agreement of the Rated Holding Company, enforceable in
accordance with its terms, subject as to enforceability to bankruptcy,
insolvency, reorganization and moratorium or other similar laws affecting
creditors’ rights generally and to general equitable principles;




     (ii) the Indenture Trustee or the Issuer, as applicable, shall have
received (x) an incumbency certificate for the signer of such guarantee,
certified by an officer of such Rated Holding Company and (y) a resolution,
certified by an officer of the Rated Holding Company, of the board of
directors (or applicable committee thereof) of the Rated Holding Company
authorizing the execution, delivery and performance of such guarantee by the
Rated Holding Company;




     (iii) the only conditions to the obligation of such Rated Holding
Company to pay on behalf of the Guaranteed Counterparty shall be that the
Guaranteed Counterparty shall not have paid under such repurchase obligation
when required (it being understood that no notice to, demand on or other
action in respect of the Guaranteed Counterparty is necessary) and that the
Indenture Trustee or the Issuer shall make a demand on the Rated Holding
Company to make the payment due under such guarantee;




     (iv) the guarantee of the Rated Holding Company shall be irrevocable
with respect to such repurchase obligation and shall not be subordinated to
any other obligation of the Rated Holding Company;




     (v) Standard & Poor’s has confirmed in writing to the Indenture Trustee
or Issuer, as applicable, that it has reviewed the form of the guarantee of
the Rated Holding Company and has determined that the issuance of such
guarantee will not result in the downgrade or withdrawal of the ratings
assigned to the Notes;




     (vi) the Issuer or the Indenture Trustee shall have provided prior
written notice to Fitch of the proposed investment in such repurchase
obligation of a Guaranteed Counterparty; and




     (H) the repurchase obligation shall require that the repurchase obligation be
overcollateralized and shall provide that, upon any failure to maintain such
overcollateralization, the repurchase obligation shall become due and payable, and
unless the repurchase obligation is satisfied immediately, the collateral



7









 







subject to the repurchase agreement shall be liquidated and the proceeds
applied to satisfy the unsatisfied portion of the repurchase obligation; or




     (h) any other investment with respect to which the Issuer or the Servicer has received
written notification from the Rating Agencies that the acquisition of such investment as an
Eligible Investment will not result in a withdrawal or downgrading of the ratings assigned
to the Notes.



     Notwithstanding anything to the contrary in clauses (b) through (g) above, the Fitch
short-term rating requirement applicable to an Eligible Investment specified in any such clause
shall be (x) at least “F1” if such Eligible Investment matures in 30 days or less from the time of
investment by the Issuer or the Indenture Trustee, as the case may be, and (y) “F1+” if such
Eligible Investment matures more than 30 days from the time of investment by the Issuer or the
Indenture Trustee, as the case may be.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     “FDIC” means the Federal Deposit Insurance Corporation.



     “Final Scheduled Maturity Date” means November 8, 2014.



     “Financed Vehicle” means an automobile or light-duty truck, together with all
accessions thereto, securing an Obligor’s indebtedness under the respective Standard Receivable or
Fixed Value Receivable.



     “First Priority Principal Distribution Amount” means, with respect to a Payment Date,
the excess, if any, of (i) the Outstanding Amount of the Class A Notes immediately prior to such
Payment Date over (ii) (a) the Related Pool Balance minus (b) the YSOA for such Payment Date.



     “Fitch” means Fitch, Inc., or its successor.



     “Fixed Value Finance Charge” means, with respect to each payment collected on a Fixed
Value Receivable, the finance charge included in such payment (as determined in accordance with the
Servicer’s customary procedures) that is allocable to the related Fixed Value Payment.



     “Fixed Value Payment” means, with respect to each Fixed Value Receivable, the amount
specified on the applicable Contract as the “Amount of Fixed Value Payment” reduced (i) in the case
of a prepayment or repurchase, by the amount of the unearned finance charges under the Contract
allocable to such payment in accordance with the Servicer’s customary procedures and (ii) in the
case of a liquidation, by the excess of Liquidation Proceeds collected by the Servicer over the
Amortizing Payment on such date.



     “Fixed Value Receivable” means any Contract listed on Schedule A (which Schedule may
be in the form of microfiche) that provides for amortization of the loan over a series of fixed
level payment monthly installments in accordance with the simple interest method, but also requires
a final payment that is greater than the scheduled monthly payments and is due after payment of
such scheduled monthly payments and that may be made by (i) payment in full in cash of a fixed
value amount, (ii) return of the Financed Vehicle to the Servicer provided certain conditions are
satisfied or (iii) refinancing the final fixed value payment in accordance with specified
conditions. No Fixed Value Receivables will be transferred to the Trust.



8









 





     “Fixed Value Securities” has the meaning assigned to such term in Section 2.03.



     “Form 10-D Disclosure Item” means with respect to any Person, any litigation or
governmental proceedings pending against such Person, or any of the Issuer, the Seller, the
Indenture Trustee, the Owner Trustee or the Servicer if such Person, or in the case of the Owner
Trustee or Indenture Trustee, a Responsible Officer of such Person, has actual knowledge thereof,
in each case that would be material to the Noteholders.



     “Form 10-K Disclosure Item” means with respect to any Person, (a) any Form 10-D
Disclosure Item, (b) any affiliations between such Person and any Item 1119 Party, to the extent
such Person, or in the case of the Owner Trustee or Indenture Trustee, a Responsible Officer of
such Person, has actual knowledge thereof and (c) any relationships or transactions between such
Person and any Item 1119 Party that are outside the ordinary course of business or on terms other
than would be obtained in an arm’s-length transaction with an unrelated third party, apart from the
transactions contemplated under the Basic Documents, and that are material to the investors’
understanding of the Notes, but only to the extent such Person, or in the case of the Owner Trustee
or Indenture Trustee, a Responsible Officer of such Person, has actual knowledge of such
relationships or transactions.



     “Indenture” means the Indenture dated as of November 1, 2007, between the Issuer and
the Indenture Trustee.



     “Indenture Trustee” means the Person acting as Indenture Trustee under the Indenture,
its successors in interest and any successor trustee under the Indenture.



     “Initial Overcollateralization Amount” means $70,175.



     “Insolvency Event” means, with respect to a specified Person, (a) the filing of a
decree or order for relief by a court having jurisdiction in the premises in respect of such Person
or any substantial part of its property in an involuntary case under any applicable federal or
state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a
receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such
Person or for any substantial part of its property, or ordering the winding-up or liquidation of
such Person’s affairs, and such decree or order shall remain unstayed and in effect for a period of
60 consecutive days; or (b) the commencement by such Person of a voluntary case under any
applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect,
or the consent by such Person to the entry of an order for relief in an involuntary case under any
such law, or the consent by such Person to the appointment of or taking possession by a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for
any substantial part of its property, or the making by such Person of any general assignment for
the benefit of creditors, or the failure by such Person generally to pay its debts as such debts
become due, or the taking of action by such Person in furtherance of any of the foregoing.



     “Investment Earnings” means, with respect to any Payment Date, the investment earnings
(net of losses and investment expenses), if any, on amounts on deposit in the Deposit Account to be
applied on such Payment Date pursuant to Section 5.01(b).



     “Issuer” means DaimlerChrysler Auto Trust 2007-A.



9









 





     “Item 1119 Party” means a party identified on Appendix A to this Agreement.



     “Lien” means a security interest, lien, charge, pledge, equity or encumbrance of any
kind, other than tax liens, mechanics’ liens and any liens that attach to the respective Receivable
by operation of law as a result of any act or omission by the related Obligor.



     “Liquidated Receivable” means any Receivable liquidated by the Servicer through the
sale of a Financed Vehicle or otherwise.



     “Liquidation Proceeds” means, with respect to any Liquidated Receivable, the moneys
collected in respect thereof, from whatever source on a Liquidated Receivable during the Collection
Period in which such Receivable became a Liquidated Receivable, net of the sum of any amounts
expended by the Servicer in connection with such liquidation and any amounts required by law to be
remitted to the Obligor on such Liquidated Receivable.



     “Moody’s” means Moody’s Investors Service, Inc.



     “Note Principal Distribution Account” means the subaccount that is part of the Deposit
Account and is designated as such, established and maintained pursuant to Section 5.01.



     “Notes” means the Class A-1 Notes, Class A-2a Notes, Class A-2b Notes, Class A-3a
Notes, Class A-3b Notes, Class A-4 Notes, Class B Notes, Class C Notes and Class D Notes.



     “Obligor” on a Receivable means the purchaser or co-purchasers of the Financed Vehicle
and any other Person who owes payments under the Receivable.



     “Officer’s Certificate” means a certificate signed by the chairman of the board, any
vice president, the controller or any assistant controller, the president, a treasurer, assistant
treasurer, secretary or assistant secretary of the Seller, the Company or the Servicer, as
appropriate.



     “OMSC Receivable” means any Standard Receivable acquired by DCFS from the Overseas
Military Sales Corporation, or its successor.



     “Opinion of Counsel” means one or more written opinions of counsel, who may be an
employee of or counsel to the Seller, the Company or the Servicer, which counsel shall be
acceptable to the Indenture Trustee, the Owner Trustee or the Rating Agencies, as applicable.



     “Original Pool Balance” means $2,327,054,210.34.



     “Overcollateralization Amount” means, with respect to any Payment Date, (i) the
Related Pool Balance minus (ii) the Securities Amount minus (iii) the YSOA.



     “Owner Trust Estate” has the meaning assigned to such term in the Trust Agreement.



     “Owner Trustee” means the Person acting as Owner Trustee under the Trust Agreement,
its successors in interest and any successor owner trustee under the Trust Agreement.



     “Payment Date” means, with respect to each Collection Period, the eighth day of the
following month or, if such day is not a Business Day, the immediately following Business Day,
commencing on December 10, 2007.



10









 





     “Payment Determination Date” means, with respect to any Payment Date, the Business Day
immediately preceding such Payment Date.



     “Person” shall mean any individual, corporation, limited liability company, estate,
partnership, joint venture, association, joint stock company, trust, unincorporated organization,
or government or any agency or political subdivision thereof.



     “Physical Property” has the meaning assigned to such term in the definition of
“Delivery” above.



     “Pool Balance” means, as of the close of business on the last day of a Collection
Period, the aggregate Principal Balance of the Receivables as of such day (excluding Purchased
Receivables and Liquidated Receivables).



     “Principal Balance” of a Receivable, as of the close of business on any date of
determination, means the Amount Financed minus the sum of (i) the portion of all payments made by
or on behalf of the related Obligor on or prior to such day and allocable to principal using the
Simple Interest Method and (ii) the principal portion of the Purchase Amount paid with respect to
the Receivable.



     “Purchase Agreement” means the Purchase Agreement dated as of November 1, 2007,
between the Seller and the Company.



     “Purchase Amount” means the amount, as of the close of business on the last day of a
Collection Period, required to prepay in full a Receivable under the terms thereof including
interest to the end of the month of purchase.



     “Purchased Receivable” means a Receivable purchased as of the close of business on the
last day of a Collection Period by the Servicer pursuant to Section 4.07 or by the Seller pursuant
to Section 3.02.



     “Rating Agency” means Standard & Poor’s, Moody’s and Fitch or, if no such organization
or successor is any longer in existence, a nationally recognized statistical rating organization or
other comparable Person designated by the Seller, notice of which designation shall be given to the
Indenture Trustee, the Owner Trustee and the Servicer.



     “Rating Agency Condition” means, with respect to any action, that each Rating Agency
shall have been given 10 days’ (or such shorter period as shall be acceptable to each Rating
Agency) prior notice thereof and that each of Moody’s and Standard & Poor’s shall have notified the
Seller, the Company, the Servicer, the Owner Trustee and the Indenture Trustee in writing that such
action will not result in a reduction or withdrawal of the then current rating of the Senior Notes;
provided, however, that upon payment in full of the Senior Notes, “Rating Agency Condition” means,
with respect to any action, that the Holders of a majority of the Class D Stated Principal Amount
of the Class D Notes shall have consented in writing prior to the taking of such action.



     “Receivable” means (i) any Standard Receivable and (ii) the Amortizing Payments with
respect to any Fixed Value Receivable.



11









 





     “Receivable Files” means the documents specified in Section 3.03.



     “Regulation AB” means subpart 229.1100 – Asset Backed Securities (Regulation AB), 17
C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such
clarification and interpretation as have been provided by the Commission in the adopting release
(Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7,
2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from
time to time.



     “Related Pool Balance” means, with respect to any Payment Date, the Pool Balance as of
the end of the related Collection Period.



     “Reportable Event” means any event required to be reported on Form 8-K, and in any
event, the following:




     (a) entry into a definitive agreement related to the Issuer, the Notes or the
Receivables, or an amendment to a Basic Document, even if the Seller is not a party to such
agreement (e.g., a servicing agreement with a servicer contemplated by Item 1108(a)(3) of
Regulation AB), it being understood that the event specified in this clause (a) shall not
apply to a Person other than the Seller if the Seller is a party to such agreement;




     (b) termination of a Basic Document (other than by expiration of the agreement on its
stated termination date or as a result of all parties completing their obligations under
such agreement), even if the Seller is not a party to such agreement (e.g., a servicing
agreement with a servicer contemplated by Item 1108(a)(3) of Regulation AB), it being
understood that the event specified in this clause (b) shall not apply to a Person other
than the Seller if the Seller is a party to such agreement;




     (c) with respect to the Servicer only, the occurrence of a Servicing Default or an
Event of Default;




     (d) the resignation, removal, replacement, substitution of the Indenture Trustee, the
Owner Trustee or any Co-Trustee only as applicable to each party;




     (e) with respect to the Indenture Trustee only, a required distribution to holders of
the Notes is not made as of the required Payment Date under the Indenture; and




     (f) with respect to the Servicer only, if the Servicer becomes aware of any bankruptcy
or receivership of the Seller, the Indenture Trustee, the Owner Trustee, any enhancement or
support provider contemplated by Item 1114(b) or 1115 of Regulation AB, or other material
party contemplated by Item 1100(d)(1) of Regulation AB.



     “Reporting Subcontractor” means with respect to a Person, any Subcontractor determined
by such Person pursuant to Section 11.07 to be “participating in the servicing function” within the
meaning of Item 1122 of Regulation AB. References to a Reporting Subcontractor shall refer only to
the Subcontractor of such Person and shall not refer to Subcontractors generally.



12









 





     “Required Principal Distribution Amount” means, with respect to a Payment Date, the
greater of (i) the Outstanding Amount of the Class A-1 Notes immediately prior to such Payment Date
and (ii) the excess, if any, of (a) the Outstanding Amount of the Senior Notes immediately prior to
such Payment Date over (b) (I) the Related Pool Balance for such Payment Date minus (II) the YSOA
for such Payment Date minus (III) the Target Overcollateralization Amount for such Payment Date.



     “Reserve Account” means the subaccount that is part of the Deposit Account and is
designated as such, established and maintained pursuant to Section 5.01.



     “Reserve Account Initial Deposit” means the initial deposit of cash and Eligible
Investments in the amount of $19,122,450 made by the Seller into the Deposit Account on the Closing
Date.



     “Sarbanes-Oxley Certificate” means the certification concerning the Trust to be signed
by an officer of the Servicer and submitted to the Securities and Exchange Commission pursuant to
the Sarbanes-Oxley Act of 2002.



     “Second Priority Principal Distribution Amount” means, with respect to a Payment Date,
(A) the excess, if any, of (i) the Outstanding Amount of the Class A Notes and the Class B Notes
immediately prior to such Payment Date over (ii) (a) the Related Pool Balance minus (b) the YSOA
for such Payment Date, minus (B) the First Priority Principal Distribution Amount.



     “Securities Act” means the Securities Act of 1933, as amended.



     “Securities Amount” means, with respect to any Payment Date, the sum of the aggregate
Outstanding Amount of the Senior Notes after giving effect to payments of principal made on the
Senior Notes on such Payment Date.



     “Seller” means DCFS and its successors in interest to the extent permitted hereunder.



     “Senior Notes” means Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class
A-4 Notes, Class B Notes and Class C Notes.



     “Servicer” means DCFS, as the servicer of the Receivables, and each successor to DCFS
(in the same capacity) pursuant to Section 7.03 or 8.02.



     “Servicer Default” means an event specified in Section 8.01.



     “Servicer’s Certificate” means a certificate of the Servicer delivered pursuant to
Section 4.09, substantially in the form of Exhibit B.



     “Servicing Criteria” means the servicing criteria set forth in Item 1122(d) of
Regulation AB.



     “Servicing Fee” means the fee payable to the Servicer for services rendered during
each Collection Period, determined pursuant to Section 4.08.



     “Servicing Fee Rate” means 1/12 of 1.00%.



13









 





     “Simple Interest Method” means the method of allocating a fixed level payment to
principal and interest, pursuant to which the portion of such payment that is allocated to interest
is equal to the product of the fixed rate of interest multiplied by the unpaid principal balance
multiplied by a fraction, the numerator of which is the number of days elapsed since the preceding
payment of interest was made, the denominator of which is 365, and the remainder of such payment is
allocable to principal.



     “Simple Interest Receivable” means any Receivable under which the portion of a payment
allocable to interest and the portion allocable to principal is determined in accordance with the
Simple Interest Method.



     “Specified Reserve Amount” means, with respect to any Payment Date, an amount equal to
the Reserve Account Initial Deposit.



     “Standard & Poor’s” means Standard & Poor’s Ratings Services, a division of The
McGraw-Hill Companies, Inc., or its successor.



     “Standard Receivable” means any Contract listed on Schedule A (which Schedule may be
in the form of microfiche) that is not a Fixed Value Receivable.



     “Subcontractor” means any vendor, subcontractor or other Person that is not
responsible for the overall servicing (as “servicing” is commonly understood by participants in the
asset-backed securities market) of Receivables but performs one or more discrete functions
identified in Item 1122(d) of Regulation AB with respect to the Receivables under the direction or
authority of the Servicer or the Indenture Trustee.



     “Subordinated Termination Payment” means any termination payment required to be made
by the Issuer to the Hedge Counterparty pursuant to a Hedge in the event of a termination of such
Hedge in respect of which such Hedge Counterparty is the “defaulting party” or sole “affected
party” (each as defined in the applicable Hedge).



     “Target Overcollateralization Amount” means, with respect to a Payment Date, the
greater of (A) the product of 3.75% times P and (B) the OC Floor, where:




P = (a) the Related Pool Balance for such Payment Date minus (b) the YSOA for
such Payment Date




OC Floor = the lesser of (a) P and (b) the product of 1.00% times Pi




Pi = the Original Pool Balance minus the initial YSOA



     “Third Priority Principal Distribution Amount” means, with respect to a Payment Date,
(A) the excess, if any, of (i) the Outstanding Amount of the Class A Notes, the Class B Notes and
the Class C Notes immediately prior to such Payment Date over (ii) (a) the Related Pool Balance
minus (b) the YSOA for such Payment Date, minus (B) the First Priority Principal Distribution
Amount, minus (C) the Second Priority Principal Distribution Amount.



     “Total Distribution Amount” means, for any Payment Date and the Collection Period
preceding such Payment Date, the sum of the following amounts, without duplication: (a) all
collections on Receivables (including payments relating to refunds of extended warranty



14









 







protection plan costs or of physical damage, credit life or disability insurance policy
premiums, but only to the extent that such costs or premiums were financed by the respective
obligor as of the date of the related Contract), (b) all Liquidation Proceeds of Receivables that
became Liquidated Receivables in accordance with the Servicer’s customary servicing procedures,
(c) the Purchase Amount of each Receivable that became a Purchased Receivable in such Collection
Period, (d) the aggregate net amounts payable to the Issuer under the Hedges on such Payment Date
and (e) Investment Earnings deposited in the Deposit Account during such Collection Period.



     “Trust” means the Issuer.



     “Trust Account Property” means the Deposit Account, all amounts and investments held
from time to time in the Deposit Account (whether in the form of deposit accounts, Physical
Property, book-entry securities, uncertificated securities or otherwise), including the Reserve
Account Initial Deposit, and all proceeds of the foregoing.



     “Trust Agreement” means the Amended and Restated Trust Agreement dated as of November
1, 2007, among the Seller, the Company and the Owner Trustee.



     “Trust Officer” means, in the case of the Indenture Trustee, any Officer within the
Corporate Trust Office of the Indenture Trustee, including any Vice President, Assistant Vice
President, Secretary, Assistant Secretary or any other officer of the Indenture Trustee customarily
performing functions similar to those performed by any of the above designated officers and also,
with respect to a particular matter, any other officer to whom such matter is referred because of
such officer’s knowledge of and familiarity with the particular subject and, with respect to the
Owner Trustee, any officer or any agent acting pursuant to a power of attorney by the Owner Trustee
in the Corporate Trust Administration Department of the Owner Trustee with direct responsibility
for the administration of the Trust Agreement and the Basic Documents on behalf of the Owner
Trustee.



     “YSOA” means, with respect to a Payment Date, the dollar amount set forth opposite
such Payment Date in Schedule YSOA; provided that the YSOA for a Payment Date shall not be greater
than the Related Pool Balance for such Payment Date.



     Section 1.02 Other Definitional Provisions. (a) Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to them in the Indenture.



     (b) All terms defined in this Agreement shall have the defined meanings when used in any
certificate or other document made or delivered pursuant hereto unless otherwise defined therein.



     (c) As used in this Agreement and in any certificate or other document made or delivered
pursuant hereto or thereto, accounting terms not defined in this Agreement or in any such
certificate or other document, and accounting terms partly defined in this Agreement or in any such
certificate or other document to the extent not defined, shall have the respective meanings given
to them under generally accepted accounting principles. To the extent that the definitions of
accounting terms in this Agreement or in any such certificate or other document
are inconsistent with the meanings of such terms under generally accepted accounting
principles,



15









 







the definitions contained in this Agreement or in any such certificate or other
document shall control.



     (d) The words “hereof”, “herein”, “hereunder” and words of similar import when used in this
Agreement shall refer to this Agreement as a whole and not to any particular provision of this
Agreement; Article, Section, Schedule and Exhibit references contained in this Agreement are
references to Articles, Sections, Schedules and Exhibits in or to this Agreement unless otherwise
specified; and the term “including” and its variants shall be deemed to be followed by “without
limitation”.



     (e) The definitions contained in this Agreement are applicable to the singular as well as the
plural forms of such terms and to the masculine as well as to the feminine and neuter genders of
such terms.



     (f) Any agreement, instrument or statute defined or referred to herein or in any instrument or
certificate delivered in connection herewith means such agreement, instrument or statute as from
time to time amended, modified or supplemented and includes (in the case of agreements or
instruments) references to all attachments thereto and instruments incorporated therein; references
to a Person are also to its permitted successors and assigns.



     (g) For all purposes of this Agreement and the Basic Documents, interest with respect to all
Classes of Notes other than the Class A-1 Notes, the Class A-2b Notes and the Class A-3b Notes,
shall be computed on the basis of a 360-day year consisting of twelve 30-day months; interest with
respect to the Class A-1 Notes shall be computed on the basis of the actual number of days in each
applicable Class A-1 Interest Accrual Period divided by 360; and interest with respect to the Class
A-2b Notes and the Class A-3b Notes shall be computed on the basis of the actual number of days in
each applicable Floating Rate Interest Accrual Period divided by 360.



ARTICLE II




Conveyance of Receivables




     Section 2.01 Conveyance of Receivables. In consideration of the Issuer’s delivery to
or upon the order of the Seller of $1,665,431,383.55 (which amount represents the Original Pool
Balance less (i) the Reserve Account Initial Deposit, (ii) the Initial Overcollateralization
Amount, (iii) the initial YSOA, (iv) the Class A-1 Principal Balance, (v) the purchase price paid
by the Seller to the Issuer for the Class B Notes, the Class C Notes, the Class D Notes and the
Certificate and (vi) certain other discounts and expenses of the Issuer), the Seller does hereby
sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to
the obligations of the Seller set forth herein), all right, title and interest of the Seller in and
to:




     (a) the Receivables and all moneys received thereon after October 31, 2007;




     (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the
Receivables and any other interest of the Seller in such Financed Vehicles;



16









 






     (c) any proceeds with respect to the Receivables from claims on any physical damage,
credit life or disability insurance policies covering Financed Vehicles or Obligors;




     (d) any proceeds from recourse to Dealers with respect to Receivables with respect to
which the Servicer has determined in accordance with its customary servicing procedures that
eventual payment in full is unlikely;




     (e) any Financed Vehicle that shall have secured a Receivable and shall have been
acquired by or on behalf of the Seller, the Servicer or the Trust;




     (f) all funds on deposit from time to time in the Deposit Account (including without
limitation any subaccount thereof), including the Reserve Account Initial Deposit, and in
all investments and proceeds thereof (including all income thereon); and




     (g) the proceeds of any and all of the foregoing.




     The Seller hereby directs the Issuer to issue (i) the Class B Notes, the Class C Notes,
the Class D Notes and the Certificates to the order of Deutsche Bank Trust Company Americas
(in its capacity as the indenture trustee to Chrysler Retail Residual Trust) pursuant to the
Indenture dated as of August 3, 2007 between Chrysler Retail Residual Trust, as issuer, and
Deutsche Bank Trust Company Americas, as indenture trustee (as amended and supplemented from
time to time). The Seller and the Issuer acknowledge that $414,000,000 of the purchase
price of the Receivables owed by the Issuer to the Seller pursuant to this Section 2.01
(which amount is not included in the first sentence of Section 2.01) shall be offset by the
Issuer against delivery of the Class A-1 Notes to the order of the Seller.



     Section 2.02 Conveyance of Fixed Value Payments and Fixed Value Finance Charges.
Promptly following the transfer to the Issuer of the Receivables on the Closing Date, the Issuer
shall, without further action hereunder, be deemed to sell, transfer, assign, set over and
otherwise convey to the Seller, effective as of the Closing Date, without recourse, representation
or warranty, all the right, title and interest of the Issuer in and to the Fixed Value Payments and
the Fixed Value Finance Charges, if any, all monies due and to become due and all amounts received
with respect thereto and all proceeds thereof, subject to Section 5.03(b).



     Section 2.03 Fixed Value Securities. (a) At any time after the Closing Date, at the
option of the Seller and upon 10 days prior notice to the Owner Trustee and the Indenture Trustee,
the Seller will be permitted to sell to the Issuer, and the Issuer shall be obligated to purchase
from the Seller (subject to the availability of funds), all or any portion of the Fixed Value
Payments and/or Fixed Value Finance Charges, if any, subject to the terms and conditions described
below. Upon any such sale, (x) the Seller and the Owner Trustee will enter into an amendment to
this Agreement and the Basic Documents to provide for, at the election of the Seller, the issuance
of certificates representing ownership interests in the Trust to the extent of such Fixed Value
Payments and/or Fixed Value Finance Charges or the issuance of indebtedness by the Issuer secured
by such Fixed Value Payments (collectively, the “Fixed Value Securities”) and to make any other
provisions herein or therein
that are necessary or desirable in connection therewith and (y) the Owner Trustee will enter
into any other agreements or instruments related thereto as requested by the Seller; provided,
however, that the Owner Trustee may, but shall not



17









 







be obligated to, enter into any such amendment,
agreement or instrument that affects the Owner Trustee’s own rights, duties or immunities under
this Agreement or any other Basic Document; and provided, further, that the obligation of the
Issuer to purchase such Fixed Value Payments and/or Fixed Value Finance Charges and of the Owner
Trustee to enter into any such amendment or other agreement or instrument is subject to the
following conditions precedent:




     (i) such amendment and other agreements and instruments, in forms satisfactory to the
Owner Trustee and, in the case of amendments or agreements to be executed and delivered by
the Indenture Trustee, in forms satisfactory to the Indenture Trustee, shall have been
executed by each other party thereto and delivered to the Owner Trustee or the Indenture
Trustee as appropriate;




     (ii) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee an
Officer’s Certificate and an Opinion of Counsel to the effect that each condition precedent
(including the requirement with respect to all required filings) provided by this Section
has been complied with and such amendment or other agreement or instrument is authorized or
permitted by this Agreement;




     (iii) the Rating Agency Condition shall have been satisfied with respect to such sale
and issuance;




     (iv) such sale and issuance and such amendment or other agreement or instrument shall
not adversely affect in any material respect the interest of any Noteholder or
Certificateholder, and the Seller shall have provided to the Owner Trustee and the Indenture
Trustee an Officer’s Certificate to such effect;




     (v) the Owner Trustee and the Indenture Trustee shall have received an Opinion of
Counsel to the effect that such sale and issuance will not have any material tax consequence
to any Noteholder or Certificateholder; and




     (vi) all filings and other actions required to continue the first perfected interest of
the Trust in the Owner Trust Estate and the Indenture Trustee in the Collateral shall have
been duly made or taken by the Seller.



     (b) Except as described in Section 10.04, the Seller will not sell, transfer, assign, set over
or otherwise convey the Fixed Value Payments and Fixed Value Finance Charges other than to the
Issuer pursuant to paragraph (a).



ARTICLE III




The Receivables




     Section 3.01 Representations and Warranties of Seller with Respect to the Receivables.
The Seller makes the following representations and warranties as to the Receivables on which the
Issuer is deemed to have relied in acquiring the Receivables. Such representations and
warranties speak as of the execution and delivery of this Agreement and as of the Closing
Date, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the
pledge thereof to the Indenture Trustee pursuant to the Indenture.



18









 






     (a) Characteristics of Receivables. Each Standard Receivable and Fixed Value
Receivable (A) was originated in the United States of America by a Dealer for the retail
sale of a Financed Vehicle in the ordinary course of such Dealer’s business, was fully and
properly executed by the parties thereto, was purchased by the Seller from such Dealer under
an existing dealer agreement, (B) has created or shall create a valid, subsisting and
enforceable first priority security interest in favor of the Seller and is assignable by the
Seller to the Issuer and by the Issuer to the Indenture Trustee, (C) contains customary and
enforceable provisions such that the rights and remedies of the holder thereof are adequate
for realization against the collateral of the benefits of the security, and (D) generally
provides for level monthly payments (provided, that the payment in the first or last month
in the life of the Standard Receivable or Fixed Value Receivable may be minimally different
from the level payments and that the payment in the last month of a Fixed Value Receivable
may be a Fixed Value Payment) that fully amortize the Amount Financed by maturity and yield
interest at the Annual Percentage Rate. No Receivable conveyed to the Issuer on the Closing
Date is an OMSC Receivable or has forced-placed physical damage insurance.




     (b) Schedule of Receivables. The information set forth in Schedule A to this
Agreement is true and correct in all material respects as of the close of business on the
applicable Cutoff Date, and no selection procedures believed to be adverse to the
Noteholders or Certificateholders were utilized in selecting the Receivables. The computer
tape or other listing regarding the Standard Receivables and the Fixed Value Receivables
made available to the Issuer and its assigns (which computer tape or other listing is
required to be delivered as specified herein) is true and correct in all respects.




     (c) Compliance with Law. Each Standard Receivable and Fixed Value Receivable
and the sale of the Financed Vehicle complied at the time it was originated or made and, at
the execution of this Agreement, complies in all material respects with all requirements of
applicable federal, state and local laws and regulations thereunder, including usury laws,
the federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit
Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the
Magnuson-Moss Warranty Act, the Federal Reserve Board’s Regulations B and Z, the Texas
Consumer Credit Code and State adaptations of the National Consumer Act and of the Uniform
Consumer Credit Code, and other consumer credit laws and equal credit opportunity and
disclosure laws.




     (d) Binding Obligation. Each Standard Receivable and Fixed Value Receivable
represents the genuine, legal, valid and binding payment obligation in writing of the
Obligor, enforceable by the holder thereof in accordance with its terms.




     (e) No Government Obligor. None of the Standard Receivables or Fixed Value
Receivables is due from the United States of America or any State or from any agency,
department or instrumentality of the United States of America or any State.




     (f) Security Interest in Financed Vehicle. Immediately prior to the sale,
assignment and transfer thereof, each Standard Receivable and Fixed Value Receivable shall
be secured by a validly perfected first security interest in the Financed Vehicle in favor
of the Seller as secured party or all necessary and appropriate actions have been



19









 







commenced
that would result in the valid perfection of a first security interest in the Financed
Vehicle in favor of the Seller as secured party.




     (g) Receivables in Force. No Standard Receivable or Fixed Value Receivable has
been satisfied, subordinated or rescinded, nor has any Financed Vehicle been released from
the lien granted by the related Standard Receivable or Fixed Value Receivable in whole or in
part.




     (h) No Amendments. No Standard Receivable or Fixed Value Receivable has been
amended such that the amount of the Obligor’s scheduled payments has been increased.




     (i) No Waiver. No provision of a Standard Receivable or Fixed Value Receivable
has been waived.




     (j) No Defenses. No right of rescission, setoff, counterclaim or defense has
been asserted or threatened with respect to any Standard Receivable or Fixed Value
Receivable.




     (k) No Liens. To the best of the Seller’s knowledge, no liens or claims have
been filed for work, labor or materials relating to a Financed Vehicle that are liens prior
to, or equal to or coordinate with, the security interest in the Financed Vehicle granted by
any Standard Receivable or Fixed Value Receivable.




     (l) No Default. No Standard Receivable or Fixed Value Receivable has a payment
that is more than 30 days overdue as of the related Cutoff Date, and, except as permitted in
this paragraph, no default, breach, violation or event permitting acceleration under the
terms of any Standard Receivable or Fixed Value Receivable has occurred; and no continuing
condition that with notice or the lapse of time would constitute a default, breach,
violation or event permitting acceleration under the terms of any Standard Receivable or
Fixed Value Receivable has arisen; and the Seller has not waived and shall not waive any of
the foregoing.




     (m) Insurance. The Seller, in accordance with its customary procedures, has
determined that, at the origination of the Standard Receivable or Fixed Value Receivable,
the Obligor had obtained physical damage insurance covering the Financed Vehicle and under
the terms of the Standard Receivable and Fixed Value Receivable the Obligor is required to
maintain such insurance.




     (n) Title. It is the intention of the Seller that the transfer and assignment
herein contemplated constitute a sale of the Standard Receivables and Fixed Value
Receivables from the Seller to the Issuer and that the beneficial interest in and title to
the Standard Receivables and Fixed Value Receivables not be part of the debtor’s estate in
the event of the filing of a bankruptcy petition by or against the Seller under any
bankruptcy law. No Standard Receivable or Fixed Value Receivable has been sold,
transferred, assigned or pledged by the Seller to any Person other than the Issuer.
Immediately prior to the transfer and assignment herein contemplated, the Seller had good
and marketable title to each Standard Receivable and Fixed Value Receivable free and clear
of all Liens, encumbrances, security interests and rights of others and,



20









 







immediately upon
the transfer thereof, the Issuer shall have good and marketable title to each Standard
Receivable and Fixed Value Receivable, free and clear of all Liens, encumbrances, security
interests and rights of others; and the transfer has been perfected under the UCC.




     (o) Lawful Assignment. No Standard Receivable or Fixed Value Receivable has
been originated in, or is subject to the laws of, any jurisdiction under which the sale,
transfer and assignment of such Standard Receivable or Fixed Value Receivable or any
Receivable under this Agreement or the Indenture is unlawful, void or voidable.




     (p) All Filings Made. All filings (including UCC filings) necessary in any
jurisdiction to give the Issuer a first perfected ownership interest in the Standard
Receivable and Fixed Value Receivables, and to give the Indenture Trustee a first perfected
security interest therein, shall have been made.




     (q) One Original. There is only one original executed copy of each Standard
Receivable and Fixed Value Receivable.




     (r) Maturity of Receivables. Each Standard Receivable and Fixed Value
Receivable has a final maturity date on or before October 30, 2013.




     (s) Scheduled Payments. (A) Each Standard Receivable and Fixed Value
Receivable has a first scheduled due date on or prior to the end of the month following the
related Cutoff Date and (B) no Standard Receivable or Fixed Value Receivable has a payment
that is more than 30 days overdue as of the related Cutoff Date, and has a final scheduled
payment date no later than the Final Scheduled Maturity Date.




     (t) Location of Receivable Files. The Receivable Files are kept at one or more
of the locations listed in Schedule B.




     (u) Remaining Maturity. The latest scheduled maturity of any Standard
Receivable or Fixed Value Receivable shall be no later than the Final Scheduled Maturity
Date.




     (v) Outstanding Principal Balance. Each Standard Receivable and Fixed Value
Receivable has an outstanding principal balance of at least $1,000.00.




     (w) No Bankruptcies. No Obligor on any Standard Receivable or Fixed Value
Receivable as of the related Cutoff Date was noted in the related Receivable File as the
subject of a bankruptcy proceeding.




     (x) No Repossessions. No Financed Vehicle securing any Standard Receivable or
Fixed Value Receivable is in repossession status.




     (y) Chattel Paper. Each Standard Receivable and Fixed Value Receivable
constitutes “tangible chattel paper” as defined in the UCC.




     (z) Agreement. The representations of the Seller in Section 6.01 are true and
correct.



21









 






     (aa) Financing. As of the Cutoff Date, approximately 80.34% of the aggregate
principal balance of the Receivables, constituting approximately 71.89% of the number of
Receivables, represents new vehicles; all of the Receivables are Simple Interest
Receivables; and none of the Receivables are Fixed Value Receivables. The aggregate
principal balance of the Receivables, as of the Cutoff Date is $2,327,054,210.34.



     Section 3.02 Repurchase upon Breach. The Seller, the Servicer or the Owner Trustee,
as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee
promptly, in writing, upon the discovery of any breach of the Seller’s representations and
warranties made pursuant to Section 3.01 or 6.01. Unless any such breach shall have been cured by
the last day of the second Collection Period following the discovery thereof by the Owner Trustee
or receipt by the Owner Trustee of written notice from the Seller or the Servicer of such breach,
the Seller shall be obligated to repurchase any Receivable materially and adversely affected by any
such breach as of such last day (or, at the Seller’s option, the last day of the first Collection
Period following the discovery). In consideration of the repurchase of any such Receivable, the
Seller shall remit the Purchase Amount, in the manner specified in Section 5.04. Subject to the
provisions of Section 6.03, the sole remedy of the Issuer, the Owner Trustee, the Indenture
Trustee, the Noteholders or the Certificateholders with respect to a breach of representations and
warranties pursuant to Section 3.01 and the agreement contained in this Section shall be to require
the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained
herein.



     Section 3.03 Custody of Receivable Files. To assure uniform quality in servicing the
Receivables and to reduce administrative costs, the Issuer hereby revocably appoints the Servicer,
and the Servicer hereby accepts such appointment, to act for the benefit of the Issuer and the
Indenture Trustee as custodian of the following documents or instruments which are hereby or will
hereby be constructively delivered to the Indenture Trustee, as pledgee of the Issuer, as of the
Closing Date with respect to each Receivable:




     (a) the fully executed original of the Standard Receivable or Fixed Value Receivable;




     (b) the original credit application fully executed by the Obligor;




     (c) the original certificate of title or such documents that the Servicer or the Seller
shall keep on file, in accordance with its customary procedures, evidencing the security
interest of the Seller in the Financed Vehicle; and




     (d) any and all other documents that the Servicer or the Seller shall keep on file, in
accordance with its customary procedures, relating to a Standard Receivable or Fixed Value
Receivable, an Obligor or a Financed Vehicle.



     Section 3.04 Duties of Servicer as Custodian. (a) Safekeeping. The Servicer shall hold the Receivable Files as custodian for
the benefit of the Issuer and maintain such accurate and complete accounts, records and computer
systems pertaining to each Receivable File as shall enable the Issuer to comply with this
Agreement. In performing its duties as custodian the Servicer shall act with reasonable care,
using that degree of skill and attention that the Servicer exercises with respect to the receivable
files relating to all comparable automotive receivables that the Servicer services for itself or
others. The Servicer shall conduct, or cause to be



22









 







conducted, periodic audits of the Receivable
Files held by it under this Agreement and of the related accounts, records and computer systems, in
such a manner as shall enable the Issuer or the Indenture Trustee to verify the accuracy of the
Servicer’s record keeping. The Servicer shall promptly report to the Issuer and the Indenture
Trustee any failure on its part to hold the Receivable Files and maintain its accounts, records and
computer systems as herein provided and shall promptly take appropriate action to remedy any such
failure. Nothing herein shall be deemed to require an initial review or any periodic review by the
Issuer or the Indenture Trustee of the Receivable Files.



     (b) Maintenance of and Access to Records. The Servicer shall maintain each Receivable
File at one of its offices specified in Schedule B or at such other office as shall be specified to
the Issuer and the Indenture Trustee by written notice not later than 90 days after any change in
location. The Servicer shall make available to the Issuer and the Indenture Trustee or their
respective duly authorized representatives, attorneys or auditors a list of locations of the
Receivable Files and the related accounts, records and computer systems maintained by the Servicer
at such times during normal business hours as the Issuer or the Indenture Trustee shall instruct.



     (c) Release of Documents. Upon instruction from the Indenture Trustee, the Servicer
shall release any Receivable File to the Indenture Trustee, the Indenture Trustee’s agent or the
Indenture Trustee’s designee, as the case may be, at such place or places as the Indenture Trustee
may designate, as soon as practicable.



     Section 3.05 Instructions; Authority To Act. The Servicer shall be deemed to have
received proper instructions with respect to the Receivable Files upon its receipt of written
instructions signed by a Trust Officer of the Indenture Trustee.



     Section 3.06 Custodian’s Indemnification. The Servicer as custodian shall indemnify
the Trust, the Owner Trustee and the Indenture Trustee and each of their respective officers,
directors, employees and agents for any and all liabilities, obligations, losses, compensatory
damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or
asserted against the Trust, the Owner Trustee or the Indenture Trustee or any of their respective
officers, directors, employees and agents as the result of any improper act or omission in any way
relating to the maintenance and custody by the Servicer as custodian of the Receivable Files;
provided, however, that the Servicer shall not be liable to the Owner Trustee for any portion of
any such amount resulting from the willful misfeasance, bad faith or negligence of the Owner
Trustee, and the Servicer shall not be liable to the Indenture Trustee for any portion of any such
amount resulting from the willful misfeasance, bad faith or negligence of the Indenture Trustee.



     Section 3.07 Effective Period and Termination. The Servicer’s appointment as
custodian shall become effective as of the Cutoff Date and shall continue in full force and effect
until terminated pursuant to this Section. If DCFS shall resign as Servicer in accordance with the
provisions of this Agreement or if all of the rights and obligations of any Servicer shall have
been terminated under Section 8.01, the appointment of such Servicer as custodian shall be
terminated by the Indenture Trustee or by the Holders of Notes evidencing not less than 25% of the
Outstanding Amount of the Notes or, with the consent of Holders of the Notes evidencing not less
than 25% of the Outstanding Amount of the Notes, by the Owner Trustee, in the same manner as the
Indenture Trustee or such Holders may terminate the rights and obligations of the



23









 







Servicer under
Section 8.01. The Indenture Trustee or, with the consent of the Indenture Trustee, the Owner
Trustee may terminate the Servicer’s appointment as custodian, with cause, at any time upon written
notification to the Servicer and, without cause, upon 30 days’ prior written notification to the
Servicer. As soon as practicable after any termination of such appointment, the Servicer shall
deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s agent at such
place or places as the Indenture Trustee may reasonably designate.



     Section 3.08 Representations and Warranties as to the Security Interest of the Issuer in
the Receivables. The Seller makes the following representations and warranties to the Issuer.
The representations and warranties speak as of the execution and delivery of this Agreement and as
of the Closing Date, and shall survive the sale of the Trust Estate to the Issuer and the pledge
thereof to the Indenture Trustee pursuant to the Indenture.



     (a) This Agreement creates a valid and continuing security interest (as defined in the UCC) in
the Receivables in favor of the Trust, which security interest is prior to all other Liens, and is
enforceable as such as against creditors of and purchasers from the Seller.



     (b) The Receivables constitute “tangible chattel paper” within the meaning of Article 9 of the
UCC.



     (c) The Seller owns and has good and marketable title to the Receivables free and clear of any
lien, claim or encumbrance of any Person.



     (d) The Seller has caused or will have caused, within ten days, the filing of all appropriate
financing statements in the proper filing office in the appropriate jurisdictions under applicable
law in order to perfect the security interest in the Receivables granted to the Issuer hereunder.



     (e) Other than the security interest granted to the Issuer pursuant to this Agreement, the
Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any
of the Receivables. The Seller has not authorized the filing of and is not aware of any financing
statements against the Seller that include a description of collateral covering the Receivables
other than any financing statement relating to the security interest granted to the Seller
hereunder or that has been terminated. The Seller is not aware of any judgment or tax lien filings
against it.



     (f) The Servicer as custodian for the Issuer has in its possession all original copies of the
contracts that constitute or evidence the Receivables. The contracts that constitute or evidence
the Receivables do not have any marks or notations indicating that they have been pledged, assigned
or otherwise conveyed to any Person other than the Issuer.



ARTICLE IV




Administration and Servicing of Receivables




     Section 4.01 Duties of Servicer. The Servicer, for the benefit of the Issuer (to the
extent provided herein), shall manage, service, administer and make collections on the Receivables
(other than Purchased Receivables) with reasonable care, using that degree of skill



24









 







and attention
that the Servicer exercises with respect to all comparable automotive receivables that it services
for itself or others. The Servicer’s duties shall include collection and posting of all payments,
responding to inquiries of Obligors on such Receivables, investigating delinquencies, sending
payment coupons to Obligors, reporting tax information to Obligors, accounting for collections and
furnishing monthly and annual statements to the Owner Trustee and the Indenture Trustee with
respect to distributions. Subject to the provisions of Section 4.02, the Servicer shall follow its
customary standards, policies and procedures in performing its duties as Servicer. Without
limiting the generality of the foregoing, the Servicer is authorized and empowered to execute and
deliver, on behalf of itself, the Issuer, the Owner Trustee, the Indenture Trustee, the
Certificateholders and the Noteholders or any of them, any and all instruments of satisfaction or
cancellation, or partial or full release or discharge, and all other comparable instruments, with
respect to such Receivables or to the Financed Vehicles securing such Receivables. If the Servicer
shall commence a legal proceeding to enforce a Receivable, the Issuer (in the case of a Receivable
other than a Purchased Receivable) shall thereupon be deemed to have automatically assigned, solely
for the purpose of collection, such Receivable to the Servicer. If in any enforcement suit or
legal proceeding it shall be held that the Servicer may not enforce a Receivable on the ground that
it shall not be a real party in interest or a holder entitled to enforce such Receivable, the Owner
Trustee shall, at the Servicer’s expense and direction, take steps to enforce such Receivable,
including bringing suit in its name or the name of the Owner Trustee, the Indenture Trustee, the
Certificateholders or the Noteholders. The Owner Trustee shall upon the written request of the
Servicer furnish the Servicer with any powers of attorney and other documents reasonably necessary
or appropriate to enable the Servicer to carry out its servicing and administrative duties
hereunder.



     Section 4.02 Collection and Allocation of Receivable Payments. The Servicer shall
make reasonable efforts to collect all payments called for under the terms and provisions of the
Receivables as and when the same shall become due and shall follow such collection procedures as it
follows with respect to all comparable automotive receivables that it services for itself or
others. The Servicer shall allocate collections between principal and interest in accordance with
the customary servicing procedures it follows with respect to all comparable automotive receivables
that it services for itself or others. The Servicer may grant extensions, rebates or adjustments
on a Standard Receivable or Fixed Value Receivable; provided, however, that if the Servicer extends
the date for final payment by the Obligor of any Receivable beyond the Final Scheduled Maturity
Date, it shall promptly repurchase the Standard
Receivable or Fixed Value Receivable from the Issuer in accordance with the terms of
Section 4.07. The Servicer may in its discretion waive any late payment charge or any other fees
that may be collected in the ordinary course of servicing a Standard Receivable or Fixed Value
Receivable. The Servicer shall not agree to any alteration of the interest rate or the originally
scheduled payments on any Standard Receivable or Fixed Value Receivable.



     Section 4.03 Realization upon Receivables. On behalf of the Issuer, the Servicer
shall use its best efforts, consistent with its customary servicing procedures, to repossess or
otherwise convert the ownership of the Financed Vehicle securing any Receivable as to which the
Servicer shall have determined eventual payment in full is unlikely. The Servicer shall follow
such customary and usual practices and procedures as it shall deem necessary or advisable in its
servicing of automotive receivables, which may include reasonable efforts to realize upon any
recourse to Dealers and selling the Financed Vehicle at public or private sale. The foregoing
shall be subject to the provision that, in any case in which the Financed Vehicle shall have



25









 







suffered damage, the Servicer shall not expend funds in connection with the repair or the
repossession of such Financed Vehicle unless it shall determine in its discretion that such repair
and/or repossession will increase the Liquidation Proceeds by an amount greater than the amount of
such expenses.



     Section 4.04 Physical Damage Insurance. The Servicer shall, in accordance with its
customary servicing procedures, require that each Obligor shall have obtained physical damage
insurance covering the Financed Vehicle as of the execution of the Standard Receivable or Fixed
Value Receivable.



     Section 4.05 Maintenance of Security Interests in Financed Vehicles. The Servicer
shall, in accordance with its customary servicing procedures, take such steps as are necessary to
maintain perfection of the security interest created by each Standard Receivable and Fixed Value
Receivable in the related Financed Vehicle. The Servicer is hereby authorized to take such steps
as are necessary to re-perfect such security interest on behalf of the Issuer and the Indenture
Trustee in the event of the relocation of a Financed Vehicle or for any other reason.



     Section 4.06 Covenants of Servicer. The Servicer shall not release the Financed
Vehicle securing any Receivable from the security interest granted by such Receivable in whole or
in part except in the event of payment in full by the Obligor thereunder or repossession, nor shall
the Servicer impair the rights of the Issuer, the Indenture Trustee, the Certificateholders or the
Noteholders in such Receivable, nor shall the Servicer increase the number of scheduled payments
due under a Standard Receivable or Fixed Value Receivable.



     Section 4.07 Purchase of Receivables upon Breach. The Servicer or the Owner Trustee
shall inform the other party and the Indenture Trustee and the Seller promptly, in writing, upon
the discovery of any breach pursuant to Section 4.02, 4.05 or 4.06. Unless the breach shall have
been cured by the last day of the second
Collection Period following such discovery (or, at the Servicer’s election, the last day of
the first following Collection Period), the Servicer shall purchase any Receivable materially and
adversely affected by such breach as of such last day. If the Servicer takes any action during any
Collection Period pursuant to Section 4.02 that impairs the rights of the Issuer, the Indenture
Trustee, the Certificateholders or the Noteholders in any Receivable or as otherwise provided in
Section 4.02, the Servicer shall purchase such Receivable as of the last day of such Collection
Period. In consideration of the purchase of any such Receivable pursuant to either of the two
preceding sentences, the Servicer shall remit the Purchase Amount in the manner specified in
Section 5.04. Subject to Section 7.02, the sole remedy of the Issuer, the Owner Trustee, the
Indenture Trustee, the Certificateholders or the Noteholders with respect to a breach pursuant to
Section 4.02, 4.05 or 4.06 shall be to require the Servicer to purchase Receivables pursuant to
this Section. The Owner Trustee shall have no duty to conduct any affirmative investigation as to
the occurrence of any condition requiring the repurchase of any Receivable pursuant to this
Section.



     Section 4.08 Servicing Fee. The Servicing Fee for a Payment Date shall equal the
product of (a) the Servicing Fee Rate (or, in the case of the initial Collection Period, the
product of (i) a fraction, the numerator of which is equal to the number of days (based on a 30-day
month) elapsed from and excluding the Cutoff Date through the last day of such initial Collection
Period and the denominator of which is 360 and (ii) 1.00%), and (b) the Pool Balance as of the
first day of the preceding Collection Period. The Servicer shall also be entitled to all late
fees, prepayment charges, and other administrative fees or similar charges allowed by



26









 







applicable
law with respect to the Receivables, collected (from whatever source) on the Receivables, plus any
reimbursement pursuant to the last paragraph of Section 7.02.



     Section 4.09 Servicer’s Certificate. Not later than 11:00 a.m. (New York
time) on each Payment Determination Date, the Servicer shall deliver to the Owner Trustee, each
Paying Agent, the Indenture Trustee and the Seller, with a copy to the Rating Agencies, a
Servicer’s Certificate containing all information necessary to make the distributions to be made on
the related Payment Date pursuant to Sections 5.05 and 5.06 for the related Collection Period.
Receivables to be purchased by the Servicer or to be repurchased by the Seller shall be identified
by the Servicer by account number with respect to such Receivable (as specified in Schedule A).



     Section 4.10 Annual Statement as to Compliance; Item 1122 Servicing Criteria Assessment;
Notice of Default. (a) The Servicer shall deliver to the Owner Trustee and the Indenture
Trustee, on or before March 31 of each year beginning March 31, 2008 the following:




     (i) an Officer’s Certificate, dated as of December 31 of the preceding year, stating
that (x) a review of the activities of the Servicer during the preceding 12-month period (or
such shorter period in the case of the first such Officer’s Certificate) and of its
performance under this Agreement has been made under such officers’ supervision and (y) to
the best of such officers’ knowledge, based on such review, the Servicer has fulfilled all
its obligations under this Agreement in all material respects throughout such
period or, if there has been a failure to fulfill any such obligations in any material
respect, specifying each such failure known to such officer and the nature and status
thereof.




     (ii) the Servicing Criteria assessment required to be filed in respect of the Issuer
under the Exchange Act under Item 1122 of Regulation AB if periodic reports under Section
15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in
respect of the Issuer. Such report shall be signed by an authorized officer of the Servicer
and shall at a minimum address each of the Servicing Criteria specified on a certification
substantially in the form of Appendix B hereto delivered to the Seller concurrently with the
execution of this Agreement. To the extent any of the Servicing Criteria are not applicable
to the Servicer, with respect to asset-backed securities transactions taken as a whole
involving the Servicer that are backed by the same asset type as the Receivables, such
report shall include such a statement to that effect. The Seller, the Servicer and each of
their respective officers and directors shall be entitled to rely on each such servicing
criteria assessment.



     The Indenture Trustee, upon the written request of the Rating Agencies, shall send a copy of
such certificate, such assessment and the report referred to in Section 4.11 to the Rating
Agencies. A copy of such certificate, such assessment and the report referred to in Section 4.11
may be obtained by any Certificateholder, Noteholder or Note Owner by a request in writing to the
Owner Trustee addressed to the Corporate Trust Office. Upon the telephone request of the Owner
Trustee, the Indenture Trustee will promptly furnish the Owner Trustee a list of Noteholders as of
the date specified by the Owner Trustee.



     (b) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Rating
Agencies, promptly after having obtained knowledge thereof, but in no event later than five (5)
Business Days thereafter, written notice in an Officer’s Certificate of any event which



27









 







with the
giving of notice or lapse of time, or both, would become a Servicer Default under Section 8.01(a)
or (b).



     (c) The Servicer shall cause each Reporting Subcontractor to deliver to the Seller an
assessment of compliance and accountants’ attestation as and when provided in paragraph (a)(ii) of
this Section 4.10 and Section 4.11. The Servicer shall execute (provided the Servicer is not an
Affiliate of the Seller) (and shall cause each Reporting Subcontractor to execute) a reliance
certificate to enable the Certification Parties to rely upon each (i) annual report on assessments
of compliance with servicing criteria provided pursuant to this Section 4.10 and (ii) accountants’
report provided pursuant to Section 4.11 and shall include a certification that each such annual
compliance statement or report discloses any deficiencies or defaults described to the registered
public accountants of such Person to enable such accountants to render the report provided for in
Section 4.11.



     (d) In the event the Servicer, any subservicer or Reporting Subcontractor is terminated or
resigns during the term of this Agreement, such Person shall provide the documents and information
pursuant to this Section 4.10 and Section 4.11 with respect to the period of time it was subject to
this Agreement or provided services with respect to the Issuer or the Receivables. Notwithstanding
anything to the contrary contained herein, if the Servicer has exercised commercially reasonable
efforts to obtain any assessment or attestation required hereunder from a Reporting Subcontractor,
the failure by the Reporting Subcontractor to provide such attestation on or assessment shall not
constitute a breach hereunder by the Servicer.



     Section 4.11 Annual Independent Certified Public Accountants’ Report. The Servicer
shall cause a firm of independent certified public accountants, who may also render other services
to the Servicer or the Seller, to deliver to the Owner Trustee and the Indenture Trustee on or
before March 31 of each year, beginning March 31, 2008, with respect to the prior calendar year (or
such shorter period in the case of the first such report) the attestation report that would be
required to be filed in respect of the Issuer under the Exchange Act if periodic reports under
Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in
respect of the Trust. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of
Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in
the event that an overall opinion cannot be expressed, such registered public accounting firm shall
state in such report why it was unable to express such an opinion.



     Section 4.12 Access to Certain Documentation and Information Regarding Receivables.
The Servicer shall provide to the Certificateholders and Noteholders access to the Receivable Files
in such cases where the Certificateholders or Noteholders shall be required by applicable statutes
or regulations to review such documentation. Access shall be afforded without charge, but only
upon reasonable request and during the normal business hours at the offices of the Servicer.
Nothing in this Section shall affect the obligation of the Servicer to observe any applicable law
prohibiting disclosure of information regarding the Obligors and the failure of the Servicer to
provide access to information as a result of such obligation shall not constitute a breach of this
Section.



     Section 4.13 Servicer Expenses. The Servicer shall be required to pay all expenses
incurred by it in connection with its activities hereunder, including fees and disbursements of
independent accountants, taxes imposed on the Servicer and expenses incurred in connection with
distributions and reports to the Certificateholders and Noteholders.



28








 





     Section 4.14 Appointment of Subservicer. The Servicer may at any time appoint a
subservicer to perform all or any portion of its obligations as Servicer hereunder; provided,
however, that the Rating Agency Condition shall have been satisfied in connection therewith; and
provided, further, that the Servicer shall remain obligated and be liable to the Issuer, the Owner
Trustee, the Indenture Trustee, the Certificateholders and the Noteholders for the servicing and
administering of the Receivables in accordance with the provisions hereof without diminution of
such obligation and liability by virtue of the appointment of such subservicer and to the same
extent and under the same terms and conditions as if the Servicer alone were servicing and
administering the Receivables. The fees and expenses of the subservicer shall be as agreed between
the Servicer and its subservicer from time to time, and none of the Issuer, the Owner Trustee, the
Indenture Trustee, the Certificateholders or the Noteholders shall have any responsibility
therefor.



ARTICLE V




Distributions; Reserve Account;

Statements to Noteholders




     Section 5.01 Establishment of Deposit Account. (a) The Servicer, for the benefit of
the Noteholders and the Hedge Counterparty, shall establish and maintain in the name of the
Indenture Trustee an Eligible Deposit Account (the “Deposit Account”), bearing a designation
clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and
the Hedge Counterparty. The Servicer shall establish the Note Principal Distribution Account and
the Reserve Account as subaccounts that are part of the Deposit Account.



     (b) Funds on deposit in the Deposit Account shall be invested (1) by the Indenture Trustee in
Eligible Investments selected in writing by the Servicer or an investment manager selected by the
Servicer or (2) by an investment manager in Eligible Investments selected by such investment
manager; provided that (A) such investment manager shall be selected by the Servicer, (B) such
investment manager shall have agreed to comply with the terms of this Agreement as it relates to
investing such funds, (C) any investment so selected by such investment manager shall be made in
the name of the Indenture Trustee and shall be settled by a Delivery to the Indenture Trustee that
complies with the terms of this Agreement as it relates to investing such funds, and (D) prior to
the settlement of any investment so selected by such investment manager the Indenture Trustee shall
affirm that such investment is an Eligible Investment. The Servicer will direct all investments
through written approval. In the event the Indenture Trustee must invest funds on deposit in the
Deposit Account, the Indenture Trustee will follow the most recent written direction of the
Servicer. It is understood and agreed that the Indenture Trustee shall not be liable for any loss
arising from an investment in Eligible Investments made in accordance with this Section 5.01(b).
All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the
Noteholders and the Hedge Counterparty, as applicable; provided, that on each Payment Determination
Date all interest and other investment income (net of losses and investment expenses) on funds on
deposit in the Deposit Account (to the extent such interest and income is on deposit in the Deposit
Account at the end of the related Collection Period) shall be deemed to constitute a portion of the
Total Distribution Amount for the related Payment Date. Other than as permitted by the Rating
Agencies, funds on deposit in the Deposit Account shall be invested in Eligible Investments that
will mature on or before the next Payment Date.



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     (c) (i) The Indenture Trustee shall possess all right, title and interest in all funds on
deposit from time to time in the Deposit Account and in all proceeds thereof (including all income
thereon) and all such funds, investments, proceeds and income shall be part of the Trust Estate.
The Deposit Account shall be under the sole dominion and control of the Indenture Trustee for the
benefit of the Noteholders and the Hedge Counterparty, as applicable. If, at any time, the Deposit
Account ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Servicer on its
behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to
which each Rating Agency may consent) establish a new Deposit Account as an Eligible Deposit
Account and shall transfer any cash and/or any investments to such new Deposit Account.




     (ii) With respect to the Trust Account Property, the Indenture Trustee agrees, by its
acceptance hereof, that:




     (A) any Trust Account Property that is held in deposit accounts shall be held
solely in the Eligible Deposit Accounts, subject to the last sentence of Section
5.01(c)(i); and each such Eligible Deposit Account shall be subject to the exclusive
custody and control of the Indenture Trustee, and the Indenture Trustee shall have
sole signature authority with respect thereto;




     (B) any Trust Account Property that constitutes Physical Property shall be
delivered to the Indenture Trustee in accordance with paragraph (a) of the
definition of “Delivery” and shall be held, pending maturity or disposition, solely
by the Indenture Trustee or a securities intermediary (as such term is defined in
Section 8-102 of the UCC) acting solely for the Indenture Trustee;




     (C) any Trust Account Property that is a book-entry security held through the
Federal Reserve System pursuant to federal book-entry regulations shall be delivered
in accordance with paragraph (b) of the definition of “Delivery” and shall be
maintained by the Indenture Trustee, pending maturity or disposition, through
continued book-entry registration of such Trust Account Property as described in
such paragraph; and




     (D) any Trust Account Property that is an “uncertificated security” under
Article VIII of the UCC and that is not governed by clause (C) above shall be
delivered to the Indenture Trustee in accordance with paragraph (c) of the
definition of “Delivery” and shall be maintained by the Indenture Trustee, pending
maturity or disposition, through continued registration of the Indenture Trustee’s
(or its nominee’s) ownership of such security.




     (ii) The Servicer shall have the power, revocable by the Indenture Trustee or by the
Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee
to make withdrawals and payments from the Deposit Account for the purpose of permitting the
Servicer to carry out its respective duties hereunder or permitting the Indenture Trustee to
carry out its duties under the Indenture.



     Section 5.02 Collections. Subject to the continued satisfaction of the commingling
conditions described below, the Servicer shall remit to the Deposit Account all payments by or on
behalf of the Obligors with respect to the Receivables (other than Purchased Receivables and



30









 







not
including Fixed Value Payments), all Liquidation Proceeds collected during the related Collection
Period, prior to 11:00 a.m. (New York time) on the related Payment Date. Notwithstanding
the foregoing, if any of the commingling conditions ceases to be met, the Servicer shall remit to
the Deposit Account all payments by or on behalf of the Obligors with respect to the Receivables
(other than Purchased Receivables and not including Fixed Value Payments) and all Liquidation
Proceeds within two Business Days of receipt thereof. The commingling conditions are as follows:
(i) DCFS must be the Servicer, (ii) no Servicer Default shall have occurred and be continuing and
(iii) (x) DCFS must maintain a short-term rating of at least “A-1” by Standard & Poor’s, “P-1” by
Moody’s and “F-1” by Fitch or (y) if daily remittances occur hereunder, prior to ceasing daily
remittances, the
Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed
by the Rating Agencies in connection therewith are complied with). Notwithstanding anything herein
to the contrary, so long as DCFS is the Servicer, DCFS may withhold from the deposit into the
Deposit Account any amounts indicated on the related Servicer’s Certificate as being due and
payable to DCFS or the Seller and pay such amounts directly to DCFS or the Seller, as applicable.
For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean
payments made with respect to the Receivables by Persons other than the Servicer or the Seller. In
the event the commingling conditions cease to be met, the Servicer shall make daily remittance of
collections to the Deposit Account within two Business Days of receipt thereof; provided, however,
daily remittance may commence no later than five Business Days following a reduction of DCFS’s
short-term ratings below “P-1” by Moody’s or “F1” by Fitch or “A-1” by Standard & Poor’s.



     Section 5.03 Application of Collections. (a) All collections for the Collection
Period shall be applied by the Servicer as follows:




     With respect to each Receivable (other than a Purchased Receivable), payments by or on
behalf of the Obligor shall be applied to interest and principal in accordance with the
Simple Interest Method.



     (b) All collections of finance charges on a Fixed Value Receivable (as determined in
accordance with the Servicer’s customary procedures) shall be applied, first, to the Amortizing
Payment Finance Charges due and unpaid on the related Principal Balance and then to the Fixed Value
Finance Charges due and unpaid on the related Fixed Value Payment. The Servicer shall release to
the Holders of the Class D Notes the Collections allocated to Fixed Value Finance Charges pursuant
to the preceding sentence. All Liquidation Proceeds with respect to any Fixed Value Receivable
shall be applied first to the related Receivable and only after the payment in full of the
Principal Balance thereof plus accrued but unpaid interest thereon shall any such Liquidation
Proceeds be applied to, or constitute, the related Fixed Value Payment.



     Section 5.04 Additional Deposits. The Servicer and the Seller shall deposit or cause
to be deposited in the Deposit Account the aggregate Purchase Amount with respect to Purchased
Receivables and the Servicer shall deposit therein all amounts to be paid under Section 9.01. The
Servicer will deposit the aggregate Purchase Amount with respect to Purchased Receivables when such
obligations are due, unless the Servicer shall not be required to make daily deposits pursuant to
Section 5.02. All such other deposits shall be made on the Payment Determination Date for the
related Collection Period.



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     Section 5.05 Distributions.



     (a) (i) On each Payment Determination Date, the Servicer shall calculate all amounts required
to be distributed to the Noteholders and Hedge Counterparty and all amounts to be allocated within
the Deposit Account as described below. For purposes of this Section, the Servicing Fee for the
related Payment Date and any previously unpaid Servicing Fees shall be
deducted from the Total Distribution Amount at any time on or prior to the Payment Date. If
the Total Distribution Amount during a Collection Period has reached a level which covers the
payments due pursuant to clauses (A), (B), (C), (D), (E), (F), (G), (H), (I) and (J) of Section
5.05(a)(ii), then for the remainder of the Collection Period the Servicer may net the amounts, if
any, distributable pursuant to clause (J) of Section 5.05(a)(ii) out of the Total Distribution
Amount before depositing the Total Distribution Amount into the Deposit Account and pay such
amounts directly to the related recipient.




     (ii) Subject to Section 5.04(b) of the Indenture, on each Payment Date the Servicer
shall instruct the Indenture Trustee (based on the information contained in the Servicer’s
Certificate delivered on the related Payment Determination Date pursuant to Section 4.09) to
distribute the following allocations and credits by 11:00 a.m. (New York time), to
the extent of the Total Distribution Amount (net of the Servicing Fee for such Payment Date
and any previously unpaid Servicing Fees and any amount payable pursuant to Section
5.05(a)(ii)(J) that has already been deducted pursuant to Section 5.05(a)(i)), in the
following order of priority:




     (A) allocate to the Hedge Counterparty from such net Total Distribution Amount,
an amount equal to the net scheduled periodic payments, if any, then due to them
under the Hedges;




     (B) on a pro rata basis, from such net Total Distribution Amount remaining
after the application of clause (A), (1) allocate to the Hedge Counterparty an
amount equal to the termination payments, if any, excluding Subordinated Termination
Payments, then due to them under the Hedges and (2) allocate to the Class A
Noteholders for distribution pursuant to Section 8.02 of the Indenture an amount
equal to the accrued and unpaid interest due on the Class A Notes on such Payment
Date;




     (C) credit, from such net Total Distribution Amount remaining after the
application of clauses (A) and (B), the First Priority Principal Distribution Amount
to the Note Principal Distribution Account;




     (D) allocate to the Class B Noteholders for distribution pursuant to Section
8.02 of the Indenture, from such net Total Distribution Amount remaining after the
application of clauses (A), (B) and (C), an amount equal to the accrued and unpaid
interest due on the Class B Notes;




     (E) credit, from such net Total Distribution Amount remaining after the
application of clauses (A), (B), (C) and (D), the Second Priority Principal
Distribution Amount to the Note Principal Distribution Account;



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     (F) allocate to the Class C Noteholders for distribution pursuant to Section
8.02 of the Indenture, from such net Total Distribution Amount remaining after the
application of clauses (A), (B), (C), (D) and (E), an amount equal to the accrued
and unpaid interest due on the Class C Notes;




     (G) credit, from such net Total Distribution Amount remaining after the
application of clauses (A), (B), (C), (D), (E) and (F), the Third Priority Principal
Distribution Amount to the Note Principal Distribution Account;




     (H) allocate to the Reserve Account, from such net Total Distribution Amount
remaining after the application of clauses (A), (B), (C), (D), (E), (F) and (G), the
amount required, if any, such that the amount therein is the Specified Reserve
Amount;




     (I) credit, from such net Total Distribution Amount remaining after the
application of clauses (A), (B), (C), (D), (E), (F), (G) and (H), an amount equal to
(x) the Required Principal Distribution Amount minus (y) the sum of the First
Priority Principal Distribution Amount, the Second Priority Principal Distribution
Amount and the Third Priority Principal Distribution Amount to the Note Principal
Distribution Account;




     (J) allocate to the Hedge Counterparty from such net Total Distribution Amount
remaining after the application of clauses (A), (B), (C), (D), (E), (F), (G), (H)
and (I), an amount equal to the Subordinated Termination Payments, if any, then due
to the Hedge Counterparty under the Hedges; and




     (K) allocate to the Holders of the Class D Notes such net Total Distribution
Amount remaining after the application of clauses (A), (B), (C), (D), (E), (F), (G),
(H), (I) and (J).


For the avoidance of doubt, if payment of the Notes has been accelerated and such declaration of
acceleration has not been rescinded in accordance with the Indenture, then such Total Distribution
Amount shall be applied in accordance with Section 5.04(b) of the Indenture.




     Notwithstanding that the Senior Notes have been paid in full, the Indenture Trustee shall
continue to maintain the Deposit Account hereunder until the Class D Notes are retired.



     (b) On each Payment Date the amounts credited to the Note Principal Distribution Account shall
be applied in accordance with Section 8.02(c)(v) of the Indenture.



     Section 5.06 Reserve Account. (a) On the Closing Date, the Owner Trustee will
deposit, on behalf of the Seller, the Reserve Account Initial Deposit into the Deposit Account from
the net proceeds of the sale of the Notes which amount shall be allocated to the Reserve Account.



     (b) [RESERVED]



     (c) (i) In the event that the Total Distribution Amount (after the payment of the Servicing
Fee and any previously unpaid Servicing Fees) with respect to any Collection Period is



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less than
the accrued and unpaid interest on the Senior Notes and any payments due to the Hedge Counterparty
(excluding Hedge termination payments, if any) on a Payment Date, the Servicer shall instruct the
Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such
deficiency, to the extent of funds available therein, and allocate such
amount for distribution to the Noteholders of Senior Notes and the Hedge Counterparty, as
applicable.




     (ii) In the event that the amount allocated for distribution to the Noteholders pursuant
to Sections 5.05(a)(ii)(C), (E), (G) and (I) is insufficient to make payments of principal
on (A) the Class A-1 Notes so that the Outstanding Amount for the Class A-1 Notes equals
zero on the Class A-1 Final Scheduled Payment Date; (B) the Class A-2a Notes so that the
Outstanding Amount for the Class A-2a Notes equals zero on the Class A-2 Final Scheduled
Payment Date; (C) the Class A-2b Notes so that the Outstanding Amount for the Class A-2b
Notes equals zero on the Class A-2 Final Scheduled Payment Date; (D) the Class A-3a Notes so
that the Outstanding Amount for the Class A-3a Notes equals zero on the Class A-3 Final
Scheduled Payment Date; (E) the Class A-3b Notes so that the Outstanding Amount for the
Class A-3b Notes equals zero on the Class A-3 Final Scheduled Payment Date; (F) the Class
A-4 Notes so that the Outstanding Amount for the Class A-4 Notes equals zero on the Class
A-4 Final Scheduled Payment Date; (G) the Class B Notes so that the Outstanding Amount of
the Class B Notes equals zero on the Class B Final Scheduled Payment Date; or (H) the Class
C Notes so that the Outstanding Amount of the Class C Notes equals zero on the Class C Final
Scheduled Payment Date, the Servicer shall instruct the Indenture Trustee to withdraw from
the Reserve Account on such Class Final Scheduled Payment Date an amount equal to such
deficiency, to the extent of funds available therein, and allocate such amount for
distribution to the related Noteholders in accordance with this Sale and Servicing
Agreement.




     (iii) In the event that the Outstanding Amount of the Senior Notes exceeds the Related
Pool Balance, the Servicer shall instruct the Indenture Trustee to withdraw from the Reserve
Account on the related Payment Date an amount equal to such excess, to the extent of funds
available therein, and allocate such amount for distribution to the Holders of the Senior
Notes.



     (d) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.05(a)
following payment in full of the Outstanding Amount of the Senior Notes until the Pool Balance is
reduced to zero. Following the payment in full of the aggregate Outstanding Amount of the Senior
Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the
Trust Agreement to the Holders of the Senior Notes and the Hedge Counterparty, any amount then
allocated to the Reserve Account shall be distributed to Holders of the Class D Notes.



     Section 5.07 Statements to Noteholders. On each Payment Date, the Servicer shall make
available via its website to the Owner Trustee, the Hedge Counterparty and the Rating Agencies and
provide to the Indenture Trustee and each Paying Agent a statement substantially in the form of
Exhibit A, setting forth at least the following information as to the Notes, to the extent
applicable:




     (i) the amount of such distribution allocable to principal allocable to each Class of
Senior Notes;



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     (ii) the amount of such distribution allocable to interest allocable to each Class of
Senior Notes;




     (iii) the amount of such distribution allocable to amounts allocable to the Class D
Notes;




     (iv) the outstanding principal amount of each Class of Notes as of the close of
business on the last day of the preceding Collection Period, after giving effect to payments
allocated to principal reported under clause (i) above;




     (v) the amount of the Servicing Fee paid to the Servicer with respect to the related
Collection Period;




     (vi) the amount allocated to the Reserve Account on such Payment Determination Date
after giving effect to allocations thereto and withdrawals therefrom to be made on the next
following Payment Date, if any;




     (vii) the Pool Balance as of the close of business on the last day of the related
Collection Period; and




     (viii) the net amount, if any, of any payments due under all Hedges (specifying, if
applicable, the amount of any termination payments then due).



     Each amount set forth on the Payment Date statement under clauses (i), (ii) or (iv) above
shall be expressed as a dollar amount per $1,000 of original principal amount of a Note.



     Section 5.08 Net Deposits. As an administrative convenience, unless the Servicer is
required to remit collections daily, the Servicer will be permitted to make the deposit of
collections on the Receivables and Purchase Amounts for the Collection Period net of distributions
to be made to the Servicer with respect to the Collection Period. The Servicer, however, will
account to the Owner Trustee, the Indenture Trustee and the Noteholders as if all deposits,
distributions and transfers were made individually.



ARTICLE VI




The Seller




     Section 6.01 Representations of Seller. The Seller makes the following
representations on which the Issuer is deemed to have relied in acquiring the Receivables. The
representations speak as of the execution and delivery of this Agreement and as of the Closing
Date, and shall survive the sale of the Receivables to the Issuer and the pledge thereof to the
Indenture Trustee pursuant to the Indenture.




     (a) Organization and Good Standing. The Seller is duly organized and validly
existing as a limited liability company in good standing under the laws of the State of
Michigan, with the power and authority as a limited liability company to own its properties
and to conduct its business as such properties are currently owned and such business is
presently conducted, and had at all relevant times, and has, the power,
authority and legal right to acquire and own the Standard Receivables and the Fixed
Value Receivables.



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     (b) Due Qualification. The Seller is duly qualified to do business as a
foreign limited liability company in good standing, and has obtained all necessary licenses
and approvals, in all jurisdictions in which the ownership or lease of property or the
conduct of its business shall require such qualifications.




     (c) Power and Authority. The Seller has the power and authority as a limited
liability company to execute and deliver this Agreement and to carry out its terms; the
Seller has full power and authority to sell and assign the property to be sold and assigned
to and deposited with the Issuer, and the Seller shall have duly authorized such sale and
assignment to the Issuer by all necessary action as a limited liability company; and the
execution, delivery and performance of this Agreement has been duly authorized by the Seller
by all necessary action as a limited liability company.




     (d) Binding Obligation. This Agreement constitutes a legal, valid and binding
obligation of the Seller enforceable in accordance with its terms.




     (e) No Violation. The consummation of the transactions contemplated by this
Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach
of any of the terms and provisions of, or constitute (with or without notice or lapse of
time) a default under, the articles of organization or operating agreement of the Seller, or
any indenture, agreement or other instrument to which the Seller is a party or by which it
is bound; or result in the creation or imposition of any Lien upon any of its properties
pursuant to the terms of any such indenture, agreement or other instrument (other than
pursuant to this Agreement and the Basic Documents); or violate any law or, to the best of
the Seller’s knowledge, any order, rule or regulation applicable to the Seller of any court
or of any federal or state regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over the Seller or its properties.




     (f) No Proceedings. To the Seller’s best knowledge, there are no proceedings
or investigations pending or threatened before any court, regulatory body, administrative
agency or other governmental instrumentality having jurisdiction over the Seller or its
properties:  (i) asserting the invalidity of this Agreement, the Indenture or any of the
other Basic Documents, the Notes or the Certificates, (ii) seeking to prevent the issuance
of the Notes or the Certificates or the consummation of any of the transactions contemplated
by this Agreement, the Indenture or any of the other Basic Documents, (iii) seeking any
determination or ruling that might materially and adversely affect the performance by the
Seller of its obligations under, or the validity or enforceability of, this Agreement, the
Indenture, any of the other Basic Documents, the Notes or the Certificates or (iv) which
might adversely affect the federal or state income tax attributes of the Notes or the
Certificates.



     Section 6.02 Preservation of Existence. During the term of this Agreement, the Seller
will keep in full force and effect its existence and rights as a limited liability company (or
another legal entity) under the laws of the jurisdiction of its organization and will obtain and
preserve its qualification to do business in
each jurisdiction in which such qualification is or shall be necessary to protect the validity
and enforceability of this Agreement, the Basic Documents and each other instrument or agreement
necessary or appropriate to the proper administration of this Agreement and the transactions
contemplated hereby. In addition, all transactions and dealings between the Seller and its
Affiliates will be conducted on an arm’s-length basis.



36









 





     Section 6.03 Liability of Seller; Indemnities. The Seller shall be liable in
accordance herewith only to the extent of the obligations specifically undertaken by the Seller
under this Agreement:




     (a) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee,
the Indenture Trustee, the Company and the Servicer and any of the officers, directors,
employees and agents of the Issuer, the Owner Trustee and the Indenture Trustee from and
against any taxes that may at any time be asserted against any such Person with respect to
the transactions contemplated herein and in the Basic Documents, including any sales, gross
receipts, general corporation, tangible personal property, privilege or license taxes (but,
in the case of the Issuer, not including any taxes asserted with respect to, and as of the
date of, the sale of the Receivables to the Issuer or the issuance and original sale of the
Certificates and the Notes, or asserted with respect to ownership of the Receivables, or
federal or other income taxes arising out of distributions on the Certificates or the Notes)
and costs and expenses in defending against the same.




     (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee,
the Indenture Trustee, the Company, the Certificateholders and the Noteholders and any of
the officers, directors, employees and agents of the Issuer, the Owner Trustee and the
Indenture Trustee from and against any loss, liability or expense incurred by reason of (i)
the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties
under this Agreement, or by reason of reckless disregard of its obligations and duties under
this Agreement and (ii) the Seller’s or the Issuer’s violation of federal or state
securities laws in connection with the offering and sale of the Notes and the Certificates.




     (c) The Seller shall indemnify, defend and hold harmless the Owner Trustee and the
Indenture Trustee and their respective officers, directors, employees and agents from and
against all costs, expenses, losses, claims, damages and liabilities arising out of or
incurred in connection with the acceptance or performance of the trusts and duties herein
and in the Trust Agreement contained, in the case of the Owner Trustee, and in the Indenture
contained, in the case of the Indenture Trustee, except to the extent that such cost,
expense, loss, claim, damage or liability: (i) in the case of the Owner Trustee, shall be
due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of
the Owner Trustee or, in the case of the Indenture Trustee, shall be due to the willful
misfeasance, bad faith or negligence (except for errors in judgment) of the Indenture
Trustee; or (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner
Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust
Agreement.




     (d) The Seller shall pay any and all taxes levied or assessed upon all or any part of
the Owner Trust Estate.



     Indemnification under this Section shall survive the resignation or removal of the Owner
Trustee or the Indenture Trustee and the termination of this Agreement and shall include reasonable
fees and expenses of counsel and expenses of litigation. If the Seller shall have made any
indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments
are made thereafter shall collect any of such amounts from others, such Person shall promptly repay
such amounts to the Seller, without interest.



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     Section 6.04 Merger or Consolidation of, or Assumption of Obligations of, Seller. Any
Person (a) into which the Seller may be merged or consolidated, (b) which may result from any
merger or consolidation to which the Seller shall be a party or (c) which may succeed to the
properties and assets of the Seller substantially as a whole, which Person in any of the foregoing
cases executes an agreement of assumption to perform every obligation of the Seller under this
Agreement, shall be the successor to the Seller hereunder without the execution or filing of any
document or any further act by any of the parties to this Agreement; provided, however, that
(i) immediately after giving effect to such transaction, no representation or warranty made
pursuant to Section 3.01 shall have been breached and no Servicer Default, and no event that, after
notice or lapse of time, or both, would become a Servicer Default shall have occurred and be
continuing, (ii) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee an
Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger or
succession and such agreement of assumption comply with this Section and that all conditions
precedent, if any, provided for in this Agreement relating to such transaction have been complied
with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction
and (iv) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion
of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and
continuation statements and amendments thereto have been executed and filed that are necessary
fully to preserve and protect the interest of the Owner Trustee and Indenture Trustee,
respectively, in the Receivables and reciting the details of such filings, or (B) stating that, in
the opinion of such counsel, no such action shall be necessary to preserve and protect such
interests. Notwithstanding anything herein to the contrary, the execution of the foregoing
agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be
conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.



     Section 6.05 Limitation on Liability of Seller and Others. The Seller and any
director, officer, employee or agent of the Seller may rely in good faith on the advice of counsel
or on any document of any kind, prima facie properly executed and submitted by any Person
respecting any matters arising hereunder. The Seller shall not be under any obligation to appear
in, prosecute or defend any legal action that shall not be incidental to its obligations under this
Agreement, and that in its opinion may involve it in any expense or liability.



     Section 6.06 Seller May Own Notes. The Seller and any Affiliate thereof may in its
individual or any other capacity become the owner or pledgee of Notes with the same rights as it
would have if it were not the Seller or an
Affiliate thereof, except as expressly provided herein or in any Basic Document. The Seller
shall not own any Notes unless the Rating Agency Condition is satisfied.



ARTICLE VII




The Servicer




     Section 7.01 Representations of Servicer. The Servicer makes the following
representations on which the Issuer is deemed to have relied in acquiring the Receivables. The
representations speak as of the execution and delivery of this Agreement and as of the Closing
Date, and shall survive the sale of the Receivables to the Issuer and the pledge thereof to the
Indenture Trustee pursuant to the Indenture.



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     (a) Organization and Good Standing. The Servicer is duly organized and validly
existing as a limited liability company in good standing under the laws of the state of its
formation, with the power and authority as a limited liability company to own its properties
and to conduct its business as such properties are currently owned and such business is
presently conducted, and had at all relevant times, and has, the power, authority and legal
right to acquire, own, sell and service the Standard Receivables and the Fixed Value
Receivables and to hold the Receivable Files as custodian.




     (b) Due Qualification. The Servicer is duly qualified to do business as a
foreign limited liability company in good standing, and has obtained all necessary licenses
and approvals, in all jurisdictions in which the ownership or lease of property or the
conduct of its business (including the servicing of the Standard Receivables and the Fixed
Value Receivables as required by this Agreement) shall require such qualifications.




     (c) Power and Authority. The Servicer has the power and authority as a limited
liability company to execute and deliver this Agreement and to carry out its terms; and the
execution, delivery and performance of this Agreement has been duly authorized by the
Servicer by all necessary action as a limited liability company.




     (d) Binding Obligation. This Agreement constitutes a legal, valid and binding
obligation of the Servicer enforceable in accordance with its terms.




     (e) No Violation. The consummation of the transactions contemplated by this
Agreement and the fulfillment of the terms hereof shall not conflict with, result in any
breach of any of the terms and provisions of, or constitute (with or without notice or lapse
of time) a default under, the articles of organization or operating agreement of the
Servicer, or any indenture, agreement or other instrument to which the Servicer is a party
or by which it is bound; or result in the creation or imposition of any Lien upon any of its
properties pursuant to the terms of any such indenture, agreement or other instrument (other
than this Agreement); or violate any law or, to the best of the Servicer’s knowledge, any
order, rule or regulation applicable to the Servicer of any court or of any federal or state
regulatory body, administrative agency or other governmental instrumentality having
jurisdiction over the Servicer or its properties.




     (f) No Proceedings. To the Servicer’s best knowledge, there are no proceedings
or investigations pending or threatened before any court, regulatory body, administrative
agency or other governmental instrumentality having jurisdiction over the Servicer or its
properties: (i) asserting the invalidity of this Agreement, the Indenture, any of the other
Basic Documents or the Notes, (ii) seeking to prevent the issuance of the Notes or the
consummation of any of the transactions contemplated by this Agreement, the Indenture or any
of the other Basic Documents, (iii) seeking any determination or ruling that might
materially and adversely affect the performance by the Servicer of its obligations under, or
the validity or enforceability of, this Agreement, the Indenture, any of the other Basic
Documents or the Notes or (iv) relating to the Servicer and which might adversely affect the
federal or state income tax attributes of the Notes.




     (g) No Insolvent Obligors. As of the related Cutoff Date, no Obligor on a
Standard Receivable or Fixed Value Receivable is shown on the Receivable Files as the
subject of a bankruptcy proceeding.



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     Section 7.02 Indemnities of Servicer. The Servicer shall be liable in accordance
herewith only to the extent of the obligations specifically undertaken by the Servicer under this
Agreement:




     (a) The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner
Trustee, the Indenture Trustee, the Noteholders, the Certificateholders and the Seller and
any of the officers, directors, employees and agents of the Issuer, the Owner Trustee and
the Indenture Trustee from and against any and all costs, expenses, losses, damages, claims
and liabilities arising out of or resulting from the use, ownership or operation by the
Servicer or any Affiliate thereof of a Financed Vehicle.




     (b) The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner
Trustee, the Indenture Trustee, the Seller, the Certificateholders and the Noteholders and
any of the officers, directors, employees and agents of the Issuer, the Owner Trustee and
the Indenture Trustee from and against any and all costs, expenses, losses, claims, damages
and liabilities to the extent that such cost, expense, loss, claim, damage or liability
arose out of, or was imposed upon any such Person through, the negligence, willful
misfeasance or bad faith of the Servicer in the performance of its duties under this
Agreement or by reason of reckless disregard of its obligations and duties under this
Agreement.



     For purposes of this Section, in the event of the termination of the rights and obligations of
DCFS (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a
resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the
Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to
Section 8.02.



     Indemnification under this Section shall survive the resignation or removal of the Owner
Trustee or the Indenture Trustee or the termination of this Agreement and shall include reasonable
fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any
indemnity payments pursuant to this Section and the Person to or on behalf of whom
such payments are made thereafter collects any of such amounts from others, such Person shall
promptly repay such amounts to the Servicer, without interest.



     Section 7.03 Merger or Consolidation of, or Assumption of Obligations of, Servicer.
Any Person (a) into which the Servicer may be merged or consolidated, (b) which may result from any
merger or consolidation to which the Servicer shall be a party, (c) which may succeed to the
properties and assets of the Servicer substantially as a whole or (d) with respect to the
Servicer’s obligations hereunder, which is a legal entity 50% or more of the voting power of which
is owned, directly or indirectly, by Chrysler Holding LLC or an affiliate of or successor to
Chrysler Holding LLC or an affiliate of such successor, which Person executed an agreement of
assumption to perform every obligation of the Servicer hereunder, shall be the successor to the
Servicer under this Agreement without further act on the part of any of the parties to this
Agreement; provided, however, that (i) immediately after giving effect to such transaction, no
Servicer Default and no event which, after notice or lapse of time, or both, would become a
Servicer Default shall have occurred and be continuing, (ii) the Servicer shall have delivered to
the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each
stating that such consolidation, merger or succession and such agreement of assumption comply with
this Section and that all conditions precedent provided for in this Agreement



40









 







relating to such
transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied
with respect to such transaction, (iv) immediately after giving effect to such transaction, the
successor to the Servicer shall become the Administrator under the Administration Agreement in
accordance with Section 8 of such Agreement and (v) the Servicer shall have delivered to the Owner
Trustee and the Indenture Trustee an Opinion of Counsel stating that, in the opinion of such
counsel, either (A) all financing statements and continuation statements and amendments thereto
have been executed and filed that are necessary fully to preserve and protect the interest of the
Owner Trustee and the Indenture Trustee, respectively, in the Receivables and reciting the details
of such filings or (B) no such action shall be necessary to preserve and protect such interests.
Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of
assumption and compliance with clauses (i), (ii), (iii), (iv) and (v) above shall be conditions to
the consummation of the transactions referred to in clause (a), (b) or (c) above. The Servicer
shall provide the Seller in writing such information as reasonably requested by the Seller to
comply with its Exchange Act reporting obligations with respect to a successor Servicer.



     Section 7.04 Limitation on Liability of Servicer and Others. Neither the Servicer nor
any of the managers, officers, employees or agents of the Servicer shall be under any liability to
the Issuer, the Noteholders or the Certificateholders, except as provided under this Agreement, for
any action taken or for refraining from the taking of any action pursuant to this Agreement or for
errors in judgment; provided, however, that this provision shall not protect the Servicer or any
such Person against any liability that would otherwise be imposed by reason of willful misfeasance,
bad faith or negligence in the performance of duties or by reason of reckless disregard of
obligations and duties under this Agreement. The Servicer and any manager, officer, employee or
agent of the Servicer may rely in good faith on any document of any kind prima facie properly
executed and submitted by any person respecting any matters arising under this Agreement.



     Except as provided in this Agreement, the Servicer shall not be under any obligation to appear
in, prosecute or defend any legal action that shall not be incidental to its duties to service the
Receivables in accordance with this Agreement and that in its opinion may involve it in any expense
or liability; provided, however, that the Servicer may undertake any reasonable action that it may
deem necessary or desirable in respect of this Agreement and the Basic Documents and the rights and
duties of the parties to this Agreement and the Basic Documents and the interests of the
Certificateholders under this Agreement and the Noteholders under the Indenture.



     Section 7.05 DCFS Not to Resign as Servicer. Subject to the provisions of
Section 7.03, DCFS shall not resign from the obligations and duties hereby imposed on it as
Servicer under this Agreement except upon a determination that the performance of its duties under
this Agreement shall no longer be permissible under applicable law and cannot be cured. Notice of
any such determination permitting the resignation of DCFS shall be communicated to the Owner
Trustee and the Indenture Trustee at the earliest practicable time (and, if such communication is
not in writing, shall be confirmed in writing at the earliest practicable time) and any such
determination shall be evidenced by an Opinion of Counsel to such effect delivered to the Owner
Trustee and the Indenture Trustee concurrently with or promptly after such notice. No such
resignation shall become effective until the Indenture Trustee or a successor Servicer shall
(i) have assumed the responsibilities and obligations of DCFS in accordance with Section 8.02,
(ii) have become the Administrator under the Administration Agreement in accordance with Section 8
of such Agreement and (iii) have provided in writing the information



41









 







reasonably requested by the
Seller to comply with its reporting obligations under the Exchange Act with respect to a successor
Servicer.



ARTICLE VIII




Default




     Section 8.01 Servicer Default. If any one of the following events (a “Servicer
Default”) shall occur and be continuing:




     (a) any failure by the Servicer to deposit in the Deposit Account any required payment
or to direct the Indenture Trustee to make any required distributions therefrom, which
failure continues unremedied for a period of five Business Days after written notice of such
failure is received by the Servicer from the Owner Trustee or the Indenture Trustee or after
discovery of such failure by an officer of the Servicer; or




     (b) failure by the Servicer or the Seller, as the case may be, duly to observe or to
perform in any material respect any other covenants or agreements of the Servicer or the
Seller (as the case may be) set forth in this Agreement or any other Basic Document, which
failure shall (i) materially and adversely affect the rights of Certificateholders or
Noteholders and (ii) continue unremedied for a period of 60 days after the date on which
written notice of such failure, requiring the same to be remedied, shall have been given to
the Servicer or the Seller (as the case may be) (A) by the Owner Trustee or the Indenture
Trustee or (B)  to the Servicer or the Seller (as the case may be) and the Indenture Trustee
by the Holders of Notes, evidencing not less than 25% of the Outstanding Amount of the
Senior Notes, or if the Senior Notes are no longer Outstanding, Holders of Class D
Notes evidencing not less than 25% of the Class D Stated Principal Amount or, if the Notes
are no longer Outstanding, Certificateholders of Certificates evidencing Percentage
Interests aggregating not less than 25% of the Certificates; or




     (c) the occurrence of an Insolvency Event with respect to the Seller, the Servicer or
Chrysler Residual Holdco LLC;


then, and in each and every case, so long as the Servicer Default shall not have been remedied,
either the Indenture Trustee or the Holders of Notes evidencing not less than a majority of the
Outstanding Amount of the Notes, by notice then given in writing to the Servicer (and to the
Indenture Trustee and the Owner Trustee if given by the Noteholders) may terminate all the rights
and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under
this Agreement. On or after the receipt by the Servicer of such written notice, all authority and
power of the Servicer under this Agreement, whether with respect to the Notes, the Receivables or
otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such
successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture
Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the
benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and
other instruments, and to do or accomplish all other acts or things necessary or appropriate to
effect the purposes of such notice of termination, whether to complete the transfer and endorsement
of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate
with the successor Servicer, the Indenture Trustee and the Owner Trustee in effecting the
termination of the responsibilities and rights of the


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predecessor Servicer under this Agreement,
including the transfer to the successor Servicer for administration by it of all cash amounts that
shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received
by it with respect to any Receivable. All reasonable costs and expenses (including attorneys’
fees) incurred in connection with transferring the Receivable Files to the successor Servicer and
amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be
paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and
expenses. Any successor Servicer (including the Indenture Trustee as successor Servicer) shall
provide the Seller in writing with such information as is reasonably requested by the Seller to
comply with its reporting obligations under the Exchange Act with respect to such Servicer. Upon
receipt of notice of the occurrence of a Servicer Default, the Owner Trustee shall give notice
thereof to the Rating Agencies.




     Section 8.02 Appointment of Successor. (a) Upon the Servicer’s receipt of notice of
termination pursuant to Section 8.01 or the Servicer’s resignation in accordance with the terms of
this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under
this Agreement, in the case of termination, only until the date specified in such termination
notice or, if no such date is specified in a notice of termination, until receipt of such notice
and, in the case of resignation, until the later of (i) the date 45 days from the delivery to the
Owner Trustee and the Indenture Trustee of written notice of such resignation (or written
confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon
which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice
of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination
hereunder, the Indenture Trustee shall appoint a successor Servicer, and the successor Servicer
shall accept its
appointment (including its appointment as Administrator under the Administration Agreement as
set forth in Section 8(b)) by a written assumption in form acceptable to the Owner Trustee and the
Indenture Trustee. In the event that a successor Servicer has not been appointed at the time when
the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the
Indenture Trustee without further action shall automatically be appointed the successor Servicer
and the Indenture Trustee shall be entitled to the Servicing Fee. Notwithstanding the above, the
Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition
a court of competent jurisdiction to appoint any established institution, having a net worth of not
less than $100,000,000 and whose regular business shall include the servicing of automotive
receivables, as the successor to the Servicer under this Agreement.



     (b) Upon appointment, the successor Servicer (including the Indenture Trustee acting as
successor Servicer) shall (i) be the successor in all respects to the predecessor Servicer and
shall be subject to all the responsibilities, duties and liabilities arising thereafter relating
thereto placed on the predecessor Servicer and shall be entitled to the Servicing Fee and all the
rights granted to the predecessor Servicer by the terms and provisions of this Agreement and
(ii) become the Administrator under the Administration Agreement in accordance with Section 8 of
the Administration Agreement.



     (c) The Servicer may not resign unless it is prohibited from serving as such by law.



     Section 8.03 Notification to Noteholders and Certificateholders. Upon any termination
of, or appointment of a successor to, the Servicer pursuant to this Article VIII, the Owner Trustee
shall give prompt written notice thereof to Certificateholders, and the Indenture Trustee shall
give prompt written notice thereof to Noteholders and the Rating Agencies.



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     Section 8.04 Waiver of Past Defaults. The Holders of Senior Notes evidencing not less
than a majority of the Outstanding Amount of the Senior Notes or, if the Senior Notes are no longer
Outstanding, the Holders (as defined in the Trust Agreement) of Class D Notes evidencing not less
than a majority of the Class D Stated Principal Amount, or if the Notes are no longer Outstanding,
Certificateholders of Certificates evidencing not less than a majority of the Percentage Interests
of the Certificates, may, on behalf of all Noteholders, the Holders of the Class D Notes or the
Certificateholders, as the case may be, waive in writing any default by the Servicer in the
performance of its obligations hereunder and its consequences, except a default in making any
required allocations or distributions from the Deposit Account in accordance with this Agreement.
Upon any such waiver of a past default, such default shall cease to exist, and any Servicer Default
arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No
such waiver shall extend to any subsequent or other default or impair any right consequent thereto.



ARTICLE IX




Termination




     Section 9.01 Optional Purchase of All Receivables. (a) As of the last day of any Collection Period as of which the then outstanding Pool
Balance is 10% or less of the Original Pool Balance and the Class A-1 Notes, Class A-2 Notes and
Class A-3 Notes have been paid in full or will be paid in full on the next Payment Date, the
Servicer shall have the option to purchase the Owner Trust Estate, other than the Deposit Account.
To exercise such option, the Servicer shall deposit pursuant to Section 5.04 in the Deposit Account
an amount equal to the aggregate Purchase Amount for the Receivables (including defaulted
Receivables), plus the appraised value of any such other property held by the Trust other than the
Deposit Account, such value to be determined by an appraiser mutually agreed upon by the Servicer,
the Owner Trustee and the Indenture Trustee, and shall succeed to all interests in and to the
Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option
unless the amount to be deposited in the Deposit Account pursuant to the preceding sentence,
together with any other funds in the Deposit Account, is greater than or equal to the sum of the
outstanding principal amount of the Notes and all accrued but unpaid interest (including any
overdue interest and premium) thereon.



     (b) Notice of the exercise of the option in Section 9.01(a) shall be given by the Servicer to
the Owner Trustee and the Indenture Trustee on or prior to the last day of the Collection Period
referred to in Section 9.01(a).



ARTICLE X




Miscellaneous




     Section 10.01 Amendment. This Agreement may be amended by the Seller, the Servicer
and the Issuer, with the consent of the Indenture Trustee, but without the consent of any of the
Noteholders or the Certificateholders, to cure any ambiguity, to correct or supplement any
provisions in this Agreement or for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions in this Agreement (including for the issuance of Fixed
Value Securities pursuant to Section 2.03) or of modifying in any manner the rights of the
Noteholders or the Certificateholders; provided, however, that such action shall not, as evidenced



44









 







by an Opinion of Counsel delivered to the Owner Trustee and the Indenture Trustee, adversely affect
in any material respect the interests of any Noteholder or Certificateholder.



     This Agreement may also be amended from time to time by the Seller, the Servicer and the
Issuer, with the consent of the Indenture Trustee, the consent of the Holders of Notes evidencing
not less than a majority of the Outstanding Amount of the Notes and the consent of
Certificateholders of outstanding Certificates evidencing not less than a majority of the
Percentage Interests of the Certificates for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the
rights of the Noteholders or the Certificateholders; provided, however, that no such amendment
shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of,
collections of payments on the Receivables or distributions that shall be required to be made for
the benefit of the Noteholders or the Certificateholders or (b) reduce the aforesaid percentage of
the Outstanding Amount of the Notes or Percentage Interests of the Certificates, the Holders of
which are required to consent to any such amendment, without the consent of the Holders of all the
outstanding Notes and the Certificateholders of all the outstanding Certificates.



     Prior to the execution of any such amendment the Servicer will provide written notification of
the substance of such amendment to each of the Rating Agencies.



     Promptly after the execution of any such amendment or consent pursuant to either of the two
preceding paragraphs, the Owner Trustee shall furnish written notification of the substance of such
amendment or consent to each Certificateholder, the Indenture Trustee and each of the Rating
Agencies.



     It shall not be necessary for the consent of the Certificateholders or Noteholders pursuant to
this Section to approve the particular form of any proposed amendment or consent, but it shall be
sufficient if such consent shall approve the substance thereof.



     Prior to the execution of any amendment to this Agreement, the Owner Trustee and the Indenture
Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution
of such amendment is authorized or permitted by this Agreement and the Opinion of Counsel referred
to in Section 10.02(i)(1). The Owner Trustee and the Indenture Trustee may, but shall not be
obligated to, enter into any such amendment which affects the Owner Trustee’s or the Indenture
Trustee’s, as applicable, own rights, duties or immunities under this Agreement or otherwise.



     Section 10.02 Protection of Title to Trust. (a) The Seller shall file such financing
statements and cause to be filed such continuation statements, all in such manner and in such
places as may be required by law fully to preserve, maintain and protect the interest of the Issuer
and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall
deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped
copies of, or filing receipts for, any document filed as provided above, as soon as available
following such filing.



     (b) Neither the Seller nor the Servicer shall change its name, identity or corporate structure
in any manner that would, could or might make any financing statement or continuation statement
filed in accordance with paragraph (a) above seriously misleading within the meaning of § 9-506 of
the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at



45









 







least five days’
prior written notice thereof and shall have promptly filed appropriate amendments to all previously
filed financing statements or continuation statements.



     (c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and
the Indenture Trustee at least 60 days’ prior written notice of any change in the jurisdiction in
which it is organized if, as a result of such change, the applicable provisions of the UCC would
require the filing of any amendment of any previously filed financing or continuation statement or
of any new financing statement and shall promptly file any such amendment or new financing
statement. The Servicer shall at all times maintain each office from which it shall service
Receivables, and its principal executive office, within the United States of America.



     (d) The Servicer shall maintain accounts and records as to each Standard Receivable and each
Fixed Value Receivable accurately and in sufficient detail to permit (i) the reader thereof to know
at any time the status of such Standard Receivable or Fixed Value Receivable, including payments
and recoveries made and payments owing (and the nature of each) and
(ii) reconciliation between payments or recoveries on (or with respect to) each Standard
Receivable or Fixed Value Receivable and the amounts from time to time deposited in the Deposit
Account in respect of such Standard Receivable or Fixed Value Receivable.



     (e) The Servicer shall maintain its computer systems so that, from and after the time of sale
under this Agreement of the Standard Receivables and the Fixed Value Receivables, the Servicer’s
master computer records (including any backup archives) that refer to a Standard Receivable or
Fixed Value Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee
in such Standard Receivable or Fixed Value Receivable and that such Standard Receivable or Fixed
Value Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication
of the Issuer’s and the Indenture Trustee’s interest in a Standard Receivable or Fixed Value
Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only
when, the related Receivable shall have been paid in full or repurchased.



     (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest
in, or otherwise transfer any interest in automotive receivables to any prospective purchaser,
lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other
transferee computer tapes, records or printouts (including any restored from backup archives) that,
if they shall refer in any manner whatsoever to any Standard Receivable or Fixed Value Receivable,
shall indicate clearly that such Standard Receivable or Fixed Value Receivable has been sold and is
owned by the Issuer and has been pledged to the Indenture Trustee.



     (g) The Servicer shall permit the Indenture Trustee and its agents at any time during normal
business hours to inspect, audit and make copies of and abstracts from the Servicer’s records
regarding any Standard Receivable or Fixed Value Receivable.



     (h) Upon request, the Servicer shall furnish to the Owner Trustee or to the Indenture Trustee,
within five Business Days, a list of all Receivables (by contract number and name of Obligor) then
held as part of the Trust, together with a reconciliation of such list to the Schedule of
Receivables and to each of the Servicer’s Certificates furnished before such request indicating
removal of Receivables from the Trust.



46









 





     (i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:




     (1) promptly after the execution and delivery of this Agreement and of each amendment
hereto, an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all
financing statements and continuation statements have been filed that are necessary fully to
preserve and protect the interest of the Owner Trustee and the Indenture Trustee in the
Receivables, and reciting the details of such filings or referring to prior Opinions of
Counsel in which such details are given, or (B) no such action shall be necessary to
preserve and protect such interest; and




     (2) within 90 days after the beginning of each calendar year beginning with the first
calendar year beginning more than three months after the Cutoff Date, an Opinion of Counsel,
dated as of a date during such 90-day period, stating that, in the opinion of such counsel,
either (A) all financing statements and continuation statements have been filed that are
necessary fully to preserve and protect the interest of the Owner
Trustee and the Indenture Trustee in the Receivables, and reciting the details of such
filings or referring to prior Opinions of Counsel in which such details are given, or (B) no
such action shall be necessary to preserve and protect such interest.


Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary
(as of the date of such opinion) to be taken in the following year to preserve and protect such
interest.




     (j) The Seller shall, to the extent required by applicable law, cause the Notes to be
registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act
within the time periods specified in such sections.



     Section 10.03 Notices. All demands, notices, communications and instructions upon or
to the Seller, the Servicer, the Owner Trustee, the Indenture Trustee or the Rating Agencies under
this Agreement shall be in writing, personally delivered, electronically delivered or mailed by
certified mail, return receipt requested, and shall be deemed to have been duly given upon receipt
(a) in the case of the Seller or the Servicer, to DaimlerChrysler Financial Services Americas LLC,
27777 Inkster Road, Farmington Hills, Michigan 48334, Attention of Assistant Secretary ((248) 427-
2551), (b) in the case of the Issuer or the Owner Trustee, at the Corporate Trust Office (as
defined in the Trust Agreement), (c) in the case of the Indenture Trustee, at the Corporate Trust
Office, (d) in the case of Fitch, to Fitch, Inc., One State Street Plaza, Attention: Auto ABS
Group, New York, N.Y. 10004, Attention of Structured Finance Asset Backed Securities, (e) in the
case of Standard & Poor’s, via electronic delivery to Servicer_reports@sandp.com, or if not
available in electronic format, to Standard & Poor’s Ratings Services, a division of The
McGraw-Hill Companies, Inc., 55 Water Street, New York, New York 10004, Attention of Asset Backed
Surveillance Department and (f) in the case of Moody’s to 25th Floor, 7 World Trade
Center, 280 Greenwich Street, New York, New York 10007, Attention: ABS/RMBS Monitoring Department;
or, as to each of the foregoing, at such other address as shall be designated by written notice to
the other parties.



     Section 10.04 Assignment by the Seller or the Servicer. Notwithstanding anything to
the contrary contained herein, except as provided in the remainder of this Section, as provided in
Sections 6.04 and 7.03 herein and as provided in the provisions of this Agreement concerning the
resignation of the Servicer, this Agreement may not be assigned by the Seller or the Servicer.



47









 







The
Issuer and the Servicer hereby acknowledge and consent to the conveyance and assignment (i) by the
Seller to the Company pursuant to the Purchase Agreement and (ii) by the Company to a limited
liability company or other Person (provided that conveyance and assignment is made in accordance
with Section 5.06 of the Purchase Agreement), of any and all of the Seller’s rights and interests
(and corresponding obligations, if any) hereunder with respect to receiving amounts from the
Reserve Account and with respect to receiving and conveying any Fixed Value Payments, and the
Issuer and the Servicer hereby agree that the Company, and any such assignee of the Company, shall
be entitled to enforce such rights and interests directly against the Issuer as if the Company, or
such assignee of the Company, were itself a party to this Agreement.



     Section 10.05 Limitations on Rights of Others. The provisions of
this Agreement are solely for the benefit of the Seller, the Company (and
any assignee of the Company pursuant to Section 10.04), the Servicer, the Issuer, the Owner
Trustee, the Certificateholders, the Indenture Trustee and the Noteholders, and nothing in this
Agreement, whether express or implied, shall be construed to give to any other Person any legal or
equitable right, remedy or claim in the Owner Trust Estate or under or in respect of this Agreement
or any covenants, conditions or provisions contained herein.



     Section 10.06 Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.



     Section 10.07 Separate Counterparts. This Agreement may be executed by the parties
hereto in separate counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute but one and the same instrument.



     Section 10.08 Headings. The headings of the various Articles and Sections herein are
for convenience of reference only and shall not define or limit any of the terms or provisions
hereof.



     Section 10.09 Governing Law. THIS AGREEMENT, THE RIGHTS AND OBLIGATIONS OF THE
PARTIES UNDER THIS AGREEMENT AND ANY CLAIM OR CONTROVERSY DIRECTLY OR INDIRECTLY BASED UPON OR
ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY), INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND
PERFORMANCE, SHALL IN ALL RESPECTS BE GOVERNED BY AND INTERPRETED, CONSTRUED AND DETERMINED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO ANY CONFLICTS OF LAW
PROVISION THAT WOULD REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION).



     Section 10.10 Assignment by Issuer. The Seller hereby acknowledges and consents to
any mortgage, pledge, assignment and grant of a security interest by the Issuer to the Indenture
Trustee pursuant to the Indenture for the benefit of the Noteholders and the Hedge Counterparty of
all right, title and interest of the Issuer in, to and under the Receivables and/or the assignment
of any or all of the Issuer’s rights and obligations hereunder to the Indenture Trustee.




48











 





     Section 10.11 Nonpetition Covenants. (a) Notwithstanding any prior termination of this Agreement, the Servicer and the Seller
shall not, prior to the date which is one year and one day after the termination of this Agreement
with respect to the Issuer or the Company, acquiesce, petition or otherwise invoke or cause the
Issuer or the Company (or any assignee of the Company pursuant to Section 10.04) to invoke the
process of any court or government authority for the purpose of commencing or sustaining a case
against the Issuer or the Company (or any assignee of the Company pursuant to Section 10.04) under
any federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of the Issuer or the Company
(or any assignee of the Company pursuant to Section 10.04) or any substantial part of its property,
or ordering the winding up or liquidation of the affairs of the Issuer or the Company (or any
assignee of the Company pursuant to Section 10.04).



     (b) Notwithstanding any prior termination of this Agreement, the Servicer shall not, prior to
the date which is one year and one day after the termination of this Agreement with respect to the
Seller, acquiesce, petition or otherwise invoke or cause the Seller to invoke the process of any
court or government authority for the purpose of commencing or sustaining a case against the Seller
under any federal or state bankruptcy, insolvency or similar law, or appointing a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Seller or
any substantial part of its property, or ordering the winding up or liquidation of the affairs of
the Seller.



     Section 10.12 Limitation of Liability of Owner Trustee and Indenture Trustee.
(a)Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned
by The Bank of New York (Delaware), not in its individual capacity but solely in its capacity as
Owner Trustee of the Issuer and in no event shall The Bank of New York (Delaware), in its
individual capacity or, except as expressly provided in the Trust Agreement, as beneficial owner of
the Issuer have any liability for the representations, warranties, covenants, agreements or other
obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered
pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer. For
all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the
performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be
subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII
of the Trust Agreement.



     (b) Notwithstanding anything contained herein to the contrary, this Agreement has been
accepted by Citibank, N.A., not in its individual capacity but solely as Indenture Trustee and in
no event shall Citibank, N.A. have any liability for the representations, warranties, covenants,
agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or
agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets
of the Issuer.



ARTICLE XI




Exchange Act Reporting




     Section 11.01 Further Assurances. The Indenture Trustee, the Owner Trustee and the Servicer shall reasonably cooperate with
the Seller in connection with the satisfaction of the Seller’s reporting requirements under the
Exchange Act with respect to the Issuer. The Seller



49









 







shall not exercise its right to request
delivery of information or other performance under these provisions other than in good faith. In
addition to the information specified below, if so requested by the Seller for the purpose of
satisfying its reporting obligation under the Exchange Act, the Indenture Trustee, the Owner
Trustee and the Servicer shall provide the Seller with (a) such information which is available to
such Person without unreasonable effort or expense and within such timeframe as may be reasonably
requested by the Seller to comply with the Seller’s reporting obligations under the Exchange Act
and (b) to the extent such Person is a party (and the Seller is not a party) to any agreement or
amendment required to be filed, copies of such agreement or amendment in EDGAR-compatible form.
Each of the Servicer, the Indenture Trustee and the Owner Trustee acknowledges that interpretations
of the requirements of Regulation AB may change over time, whether due to interpretive guidance
provided by the Commission or its staff, consensus among participants in the asset-backed
securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests
made by the Seller in good faith for delivery of information under these provisions on the basis of
evolving interpretations of Regulation AB.



     Section 11.02 Form 10-D Filings. For so long as the Seller is required to file
Exchange Act Reports with respect to the Issuer, no later than each Payment Date, each of the
Indenture Trustee, the Owner Trustee and the Servicer shall notify (and the Servicer shall cause
any subservicer to notify) the Seller of any Form 10-D Disclosure Item with respect to such Person,
together with a description of any such Form 10-D Disclosure Item in form and substance reasonably
acceptable to the Seller. In addition to such information as the Servicer is obligated to provide
pursuant to other provisions of this Agreement, if so requested by the Seller, the Servicer shall
provide such information which is available to the Servicer, without unreasonable effort or expense
regarding the performance or servicing of the Receivables as is reasonably required to facilitate
preparation of distribution reports in accordance with Item 1121 of Regulation AB. Such
information shall be provided concurrently with the Statements to Noteholders pursuant to Section
5.07, commencing with the first such report due not less than five Business Days following such
request.



     Section 11.03 Form 8-K Filings. For so long as the Seller is required to file
Exchange Act Reports with respect to the Issuer, each of the Indenture Trustee, the Owner Trustee
and the Servicer shall promptly notify the Seller, but in no event later than one (1) Business Day
after its occurrence, of any Reportable Event (in the case of the Owner Trustee, only an event in
clause (d) of the definition of “Reportable Event”) of which such Person (or in the case of the
Owner Trustee and the Indenture Trustee, a Responsible Officer of such Person) has actual
knowledge. Each Person shall have actual knowledge of any such event only to the extent that it
relates to such Person or any action or failure to act by such Person.



     Section 11.04 Form 10-K Filings. For so long as the Seller is required to file
Exchange Act Reports: (i) if the Item 1119 Parties listed on Appendix A have changed since the
Closing Date, no later than March 1 of each year, the Seller shall provide each of the Indenture
Trustee, the Owner Trustee and the Servicer
with an updated Appendix A setting forth the Item 1119 Parties and (ii) no later than March 15
of each year, commencing in 2008, the Indenture Trustee, the Owner Trustee and the Servicer shall
notify the Seller of any Form 10-K Disclosure Item, together with a description of any such Form
10-K Disclosure Item in form and substance reasonably acceptable to the Seller.



50









 





     Section 11.05 Report on Assessment of Compliance and Attestation. So long as the
Seller is required to file Exchange Act Reports in respect of the Issuer, on or before March 15 of
each calendar year, commencing in 2008:




     (a) The Indenture Trustee shall deliver to the Seller and the Servicer a report of the
Indenture Trustee’s assessment of compliance with the Servicing Criteria during the
immediately preceding calendar year, as set forth under Rules 13a-18 and 15d-18 of the
Exchange Act (or any successor provisions) and Item 1122 of Regulation AB. Such report
shall be signed by an authorized officer of the Indenture Trustee and shall at a minimum
address each of the Servicing Criteria specified on a certification substantially in the
form of Appendix B hereto delivered to the Seller concurrently with the execution of this
Agreement (provided that such certification may be revised after the date of this Agreement
as agreed by the Seller and the Indenture Trustee to reflect any guidance with respect to
such criteria from the Commission). To the extent any of the Servicing Criteria are not
applicable to the Indenture Trustee, with respect to asset-backed securities transactions
taken as a whole involving the Indenture Trustee and that are backed by the same asset type
as the Receivables, such report shall include such a statement to that effect. The
Indenture Trustee acknowledges and agrees that the Seller with respect to its duties as the
Certifying Person, and each of their respective officers and directors shall be entitled to
rely upon each such servicing criteria assessment and the attestation delivered pursuant to
Section 11.05(b) below.




     (b) The Indenture Trustee shall deliver to the Seller and the Servicer a report of a
registered public accounting firm that attests to, and reports on, the assessment of
compliance made by the Indenture Trustee and delivered pursuant to the preceding paragraph.
Such attestation shall be in accordance with Rules 13a-18 and 15d-18 of the Exchange Act (or
any successor provisions), Rules 1-02(a)(3) and 2-02(g) of Regulation S-X (or any successor
provisions) under the Securities Act and the Exchange Act, including, without limitation
that in the event that an overall opinion cannot be expressed, such registered public
accounting firm shall state in such report why it was unable to express such an opinion.
Such report must be available for general use and not contain restricted use language.




     (c) The Indenture Trustee shall cause each Reporting Subcontractor to deliver to the
Seller and the Servicer an assessment of compliance and accountants’ attestation as and when
provided in paragraphs (a) and (b) of this Section 11.05. An assessment of compliance
provided by a Subcontractor need not address any elements of the Servicing Criteria other
than those specified by the Indenture Trustee pursuant to Section 11.05(a).




     (d) In the event the Indenture Trustee or Reporting Subcontractor is terminated or
resigns during the term of this Agreement, such Person shall provide the documents and
information pursuant to this Section 11.05 with respect to the period of
time it was subject to this Agreement or provided services with respect to the Trust or
the Receivables.



     Section 11.06 Back-up Sarbanes-Oxley Certification. No later than March 15 of each
year, beginning in 2008, the Servicer shall provide to the Person who signs the Sarbanes-Oxley
Certification (the “Certifying Person”) a certification (each, a “Performance Certification”) and
shall cause each Reporting Subcontractor, in the form attached hereto as



51









 







Appendix C (in the case of
a Reporting Subcontractor) and as Appendix D (in the case of the Servicer) on which the Certifying
Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers,
directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can
reasonably rely. The Seller will not request delivery of a certification under this Section 11.06
unless the Seller is required under the Exchange Act to file an annual report on Form 10-K with
respect to the Issuer. So long as the Servicer is the Seller or an Affiliate of the Seller, the
Servicer is not required to deliver the Performance Certification. In the event that prior to the
filing date of the Form 10-K in March of each year, the Indenture Trustee or the Servicer has
actual knowledge of information as to itself (or any of its Subcontractors appointed pursuant to
Section 11.07) that is material to the Sarbanes-Oxley Certification, the Indenture Trustee or the
Servicer shall promptly notify the Seller. Each of the Indenture Trustee and the Servicer agrees
to cooperate with all reasonable requests made by any Certifying Person or Certification Party in
connection with such Person’s attempt to conduct any due diligence that such Person reasonably
believes to be appropriate in order to allow it to deliver any Sarbanes-Oxley Certification or
portion thereof with respect to the Issuer.



     Section 11.07 Use of Subcontractors. (a) It shall not be necessary for the Indenture
Trustee or the Servicer to seek the consent of the Seller or any other party hereto to the
utilization of any Subcontractor. Each of the Indenture Trustee and the Servicer shall promptly
upon request provide to the Seller (or any designee of the Seller, such as the Servicer or the
Administrator) a written description (in form and substance satisfactory to the Seller) of the role
and function of each Subcontractor utilized by such Person, specifying (i) the identity of each
such Subcontractor, (ii) which (if any) of such Subcontractors are “participating in the servicing
function” within the meaning of Item 1122 of Regulation AB and (iii) which elements of the
Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor
identified pursuant to clause (ii) of this sentence.



     (b) As a condition to the utilization of any Subcontractor determined to be a Reporting
Subcontractor, the Indenture Trustee shall cause any such Subcontractor for the benefit of the
Seller to comply with the provisions of Sections 11.05 and 11.06 to the same extent as if such
Subcontractor were the Indenture Trustee. The Indenture Trustee shall be responsible for obtaining
from each such Subcontractor and delivering to the Seller, any assessment of compliance and
attestation required to be delivered by such Subcontractor under Sections 11.05 and 11.06, in each
case as and when required to be delivered.



     (c) As a condition to the utilization of any Subcontractor determined to be a Reporting
Subcontractor, the Servicer shall cause any such Subcontractor for the benefit of the Seller to
comply with the provisions of Section 4.10(a)(ii), Section 4.11 and Section 11.06 to the
same extent as if such Subcontractor were the Servicer. The Servicer shall be responsible for
obtaining from each such Subcontractor and delivering to the Seller, any assessment of compliance
and attestation required to be delivered by such Subcontractor under this Agreement, in each case
as and when required to be delivered.



     Section 11.08 Representations and Warranties. Each of the Indenture Trustee and the
Owner Trustee represents that (i) there are no affiliations, relating to such Person with respect
to any Item 1119 Party, (ii) there are no relationships or transactions with respect to any Item
1119 Party and such Person that are outside the ordinary course of business or on terms other than
would be obtained in an arm’s-length transaction with an unrelated third party, apart from the
transactions contemplated under the Basic Documents, and that are material to the investors’



52









 







understanding of the Notes and (iii) there are no legal proceedings pending, or known to be
contemplated by governmental authorities, against such Person, or of which the property of such
Person is subject, that is material to the Noteholders.



     Section 11.09 Indemnification. (a) Each of the Indenture Trustee and the Servicer
(if the Seller is not the Servicer) shall indemnify the Seller, each affiliate of the Seller, the
Servicer with respect to its duties as Certifying Person or each Person who controls any of such
parties (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act)
and the respective present and former directors, officers, employees and agents of each of the
foregoing, and shall hold each of them harmless from and against any losses, damages, penalties,
fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees
and expenses that any of them may sustain arising out of or based upon:




     (i) (A) any untrue statement of a material fact contained or alleged to be contained in
(x) with respect to the Indenture Trustee, the assessment of compliance provided under this
Article XI and (y) with respect to the Servicer, Section 4.10 and Section 4.11 provided by
or on behalf of such Person (with respect to each such party, the “Provided Information”),
or (B) the omission or alleged omission to state in the Provided Information a material fact
required to be stated in the Provided Information, or necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not
misleading; provided, by way of clarification, that clause (B) of this paragraph shall be
construed solely by reference to the related Provided Information and not to any other
information communicated in connection with a sale or purchase of securities, without regard
to whether the Provided Information or any portion thereof is presented together with or
separately from such other information; or




     (ii) with respect to the Indenture Trustee, any failure by the Indenture Trustee to
deliver any assessment of compliance when and as required under this Article XI and with
respect to the Servicer, any failure by the Servicer to deliver any information, report,
certification, accountants’ letter or other material when and as required under Section
4.10, Section 4.11 or Article XI, as applicable.



     (b) In the case of any failure of performance described in clause (ii) of Section 11.09(a),
each of the Indenture Trustee and the Servicer shall promptly reimburse the Seller for
all costs reasonably incurred by each such party in order to obtain the information, report,
certification, accountants’ letter or other material not delivered as required by the Indenture
Trustee or the Servicer, as applicable.



     (c) Each of the Indenture Trustee and the Servicer shall require that any Reporting
Subcontractor agree to the provisions of paragraphs (a) and (b) of this Section 11.09, or shall be
responsible for all such indemnification, costs or expenses if the Reporting Subcontractor will not
agree to such provisions.



     (d) Notwithstanding anything to the contrary contained herein, in no event shall the Indenture
Trustee be liable for special, indirect or consequential damages of any kind whatsoever, including
but not limited to lost profits, even if the Indenture Trustee has been advised of the likelihood
of such loss or damage and regardless of the form of action.



53









 





     Section 11.10 Amendments. In the event the parties to this Agreement desire to
further clarify or amend any provision of this Article XI, this Agreement shall be amended to
reflect the new agreement between the parties covering matters in this Article XI pursuant to
Section 11.01, provided such amendment will not require any Opinion of Counsel or satisfaction of
the Rating Agency Condition or the consent of any Noteholder or Certificateholder.



54









 




     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective officers as of the day and year first above written.



	 	 	 	 	 	 	 	 	 
	 	 	DAIMLERCHRYSLER AUTO TRUST 2007-A	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	The Bank of New York (Delaware),
not in its individual capacity but solely as
Owner Trustee on behalf of the Trust	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:  	 	/s/ Kristine K. Gullo	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 Kristine K. Gullo	 	 
	 

	 	 	 	Title:	 	 Vice President	 	 






	 	 	 	 	 	 	 
	 	 	DAIMLERCHRYSLER FINANCIAL SERVICES AMERICAS LLC,

Seller and Servicer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:  	 	/s/ D. Smidt	 	 
	 

	 	 	 	 	 	 
	 	 	Name: D. Smidt	 	 
	 	 	Title: Vice President and Controller	 	 






Acknowledged and accepted and, solely for

purposes of Article XI, agreed as of the

day and year first above written:




CITIBANK, N.A.,

not in its individual capacity

but solely as Indenture Trustee




	 	 	 	 	 
	By:
	 	/s/ Cirino Emanuele	 	 
	Name:

	 	 

Cirino Emanuele	 	 
	Title:
	 	 Vice President	 	 






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	 	 






 









 






SCHEDULE A




Schedule of Receivables




Delivered to the Owner Trustee and Indenture Trustee at Closing




Schedule A





 









 








SCHEDULE B




Location of Receivable Files




1. 9750 Goethe Road, Sacramento, CA 95827.

2. 1202 Avenue R, Grand Prairie, TX 75050.

3. 3433 Progress Drive, Bensalem, PA 19020.




Schedule B




 









 








SCHEDULE C




Schedule of YSOA




     “YSOA” means, with respect to any Payment Date, the amount specified below with respect to
such Payment Date:



	 	 	 	 	 
	Closing Date
	 	$	77,284,034.86	 
	December 2007
	 	$	74,894,088.34	 
	January 2008
	 	$	72,539,602.37	 
	February 2008
	 	$	70,220,788.24	 
	March 2008
	 	$	67,937,775.45	 
	April 2008
	 	$	65,690,658.14	 
	May 2008
	 	$	63,479,572.44	 
	June 2008
	 	$	61,304,611.48	 
	July 2008
	 	$	59,165,909.86	 
	August 2008
	 	$	57,063,612.43	 
	September 2008
	 	$	54,997,837.68	 
	October 2008
	 	$	52,968,726.23	 
	November 2008
	 	$	50,976,454.67	 
	December 2008
	 	$	49,021,197.59	 
	January 2009
	 	$	47,103,124.43	 
	February 2009
	 	$	45,222,396.37	 
	March 2009
	 	$	43,379,191.56	 
	April 2009
	 	$	41,573,690.82	 
	May 2009
	 	$	39,806,076.86	 
	June 2009
	 	$	38,076,562.51	 
	July 2009
	 	$	36,385,371.35	 
	August 2009
	 	$	34,732,722.23	 
	September 2009
	 	$	33,118,835.53	 
	October 2009
	 	$	31,543,864.19	 
	November 2009
	 	$	30,007,966.25	 
	December 2009
	 	$	28,511,275.73	 
	January 2010
	 	$	27,053,996.06	 
	February 2010
	 	$	25,636,301.83	 
	March 2010
	 	$	24,258,404.99	 
	April 2010
	 	$	22,920,495.10	 
	May 2010
	 	$	21,622,723.06	 
	June 2010
	 	$	20,365,217.51	 
	July 2010
	 	$	19,148,067.36	 
	August 2010
	 	$	17,971,100.65	 
	September 2010
	 	$	16,833,754.03	 
	October 2010
	 	$	15,735,535.62	 
	November 2010
	 	$	14,675,944.87	 
	December 2010
	 	$	13,654,506.95	 
	January 2011
	 	$	12,671,363.91	 
	February 2011
	 	$	11,726,730.03	 
	March 2011
	 	$	10,820,834.40	 
	April 2011
	 	$	9,953,905.82	 
	May 2011
	 	$	9,126,121.84	 
	June 2011
	 	$	8,337,530.65	 
	July 2011
	 	$	7,588,127.47	 
	August 2011
	 	$	6,877,793.43	 
	September 2011
	 	$	6,206,128.62	 
	October 2011
	 	$	5,572,843.06	 
	November 2011
	 	$	4,977,733.23	 
	December 2011
	 	$	4,420,516.06	 
	January 2012
	 	$	3,900,770.46	 
	February 2012
	 	$	3,418,089.26	 
	March 2012
	 	$	2,972,558.46	 
	April 2012
	 	$	2,564,394.88	 
	May 20012
	 	$	2,193,690.33	 
	June 2012
	 	$	1,859,919.61	 
	July 2012
	 	$	1,562,224.18	 
	August 2012
	 	$	1,299,107.51	 
	September 2012
	 	$	1,068,406.46	 
	October 2012
	 	$	867,769.85	 
	November 2012
	 	$	694,883.78	 
	December 2012
	 	$	546,338.23	 
	January 2013
	 	$	418,915.97	 
	February 2013
	 	$	311,046.07	 
	March 2013
	 	$	222,262.78	 
	April 2013
	 	$	152,619.75	 
	May 2013
	 	$	102,202.48	 
	June 2013
	 	$	66,485.28	 
	July 2013
	 	$	39,508.07	 
	August 2013
	 	$	19,606.22	 
	September 2013
	 	$	6,674.09	 
	October 2013
	 	$	658.06	 
	November 2013 (and thereafter)
	 	$	0.00	 






     The YSOA has been calculated for each Payment Date as the sum of the amount for each
Receivable equal to the excess, if any, of




	 	•	 	the scheduled payments due on such Receivable for each future Collection Period
discounted to present value as of the end of the preceding Collection Period at the APR of
such Receivable, over
	 
	 	•	 	the scheduled payments due on the Receivable for each future Collection Period
discounted to present value as of the end of the preceding Collection Period at 7.25%.





Schedule C-1




 









 








     For purposes of such calculation, future scheduled payments on the Receivables are assumed to
be made on their scheduled due dates without any delays, defaults or prepayments.



Schedule C-2





 












 





EXHIBIT A




Form of Distribution Statement to Noteholders




DaimlerChrysler Financial Services Americas LLC

DaimlerChrysler Auto Trust 2007-A Payment Date Statement to Noteholders




Amount of Principal Paid to:




Class A-1 Notes:   ($per $1,000 original principal amount)

Class A-2a Notes: ($per $1,000 original principal amount)

Class A-2b Notes: ($per $1,000 original principal amount)

Class A-3a Notes: ($per $1,000 original principal amount)

Class A-3b Notes: ($per $1,000 original principal amount)

Class A-4 Notes:   ($per $1,000 original principal amount)

Class B Notes:       ($per $1,000 original principal amount)

Class C Notes:       ($per $1,000 original principal amount)




Amount of Interest Paid to:




Class A-1 Notes:   ($per $1,000 original principal amount)

Class A-2a Notes: ($per $1,000 original principal amount)

Class A-2b Notes: ($per $1,000 original principal amount)

Class A-3a Notes: ($per $1,000 original principal amount)

Class A-3b Notes: ($per $1,000 original principal amount)

Class A-4 Notes:   ($per $1,000 original principal amount)

Class B Notes:       ($per $1,000 original principal amount)

Class C Notes:       ($per $1,000 original principal amount)




Amounts paid to Class D Notes: ($  per $1,000 original principal amount)




Total Distribution Amount:




Note Balance



  Class A-1 Notes

Class A-2a Notes

Class A-2b Notes

Class A-3a Notes

Class A-3b Notes

  Class A-4 Notes

      Class B Notes

      Class C Notes

Class D Stated Principal Amount




Servicing Fee

Servicing Fee Per $1,000 Note




Exhibit A-1









 





Reserve Account Balance




Pool Balance




Hedge Payments (excluding termination payments)




     Payable by Issuer



     Payable by Hedge Counterparty


Hedge Termination Payments (excluding Subordinated Termination Payments)



Subordinated Termination Payments




Exhibit A-2









 








EXHIBIT B




Form of Servicer’s Certificate




	 	 	 
	DaimlerChrysler Financial Services Americas LLC

	 	Distribution Date: [    ]
	DaimlerChrysler Auto Trust 2007-A Monthly Servicer’s Certificate

	 	Page 1 of 2






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payment Determination Statement Number
	 	 	 	 	 	 	 	 	 	 	 	 
	Distribution Date
	 	 	 	 	 	 	 	 	 	 	 	 
	Record Date
	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 
	 	 	From and Including	 	 	To and Including	 
	Dates Covered
	 	 	 	 	 	 	 	 
	Collections Period
	 	 	 	 	 	 	 	 
	Accrual Period
	 	 	 	 	 	 	 	 
	30/360 Days
	 	 	 	 	 	 	 	 
	Actual/360 Days
	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 
	 	 	Number of	 	 	 	 
	 	 	Accounts	 	 	$ Amount	 
	Collateral Pool Balance Data
	 	 	 	 	 	 	 	 
	Pool Balance – Beginning of Period
	 	 	 	 	 	 	 	 
	Collections of Installment Principal
	 	 	 	 	 	 	 	 
	Collections Attributable to Full Payoffs
	 	 	 	 	 	 	 	 
	Principal Amount of Repurchases
	 	 	 	 	 	 	 	 
	Principal Amount of Gross Losses
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	Pool Balance – End of Period (EOP)
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 






	 	 	 	 	 
	 	 	End of Period	 
	Pool Statistics
	 	 	 	 
	Initial Pool Balance (Pool Balance at the Purchase Date)
	 	 	 	 
	Pool Factor (Pool Balance as a Percent of Initial Pool
Balance)
	 	 	 	 
	 
	 	 	 	 
	Ending Overcollateralization (O/C) Amount
	 	 	 	 
	 
	 	 	 	 
	Coverage Ratio (Ending Pool Balance as a Percent of Ending Notes)
	 	 	 	 
	 
	 	 	 	 
	Cumulative Net Losses
	 	 	 	 
	Net Loss Ratio (3 mo. Weighted Avg.)
	 	 	 	 
	 
	 	 	 	 
	Cumulative Recovery Ratio
	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	% of EOP Pool	 	 	 	 
	 	 	$ Amount	 	 	Balance	 	 	# of Accounts	 
	Delinquency Information(1)
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	31-60 Days Delinquent
	 	 	 	 	 	 	 	 	 	 	 	 
	61-90 Days Delinquent
	 	 	 	 	 	 	 	 	 	 	 	 
	91-120 Days Delinquent
	 	 	 	 	 	 	 	 	 	 	 	 
	121 Days or More Delinquent
	 	 	 	 	 	 	 	 	 	 	 	 
	Repossessions
	 	 	 	 	 	 	 	 	 	 	 	 








 




			
	(1)	 	A receivable is not considered past due if the amount past due is less than 10% of the scheduled monthly payment.





	 
	60+ Days Delinquency Amount

	60+ Days Delinquency Ratio (3 mo. Weighted Avg.)







	 	 	 	 	 	 	 	 	 
	 	 	Current Month	 	 	Prior Month	 
	Weighted Average APR
	 	 	 	 	 	 	 	 
	Weighted Average Remaining Term (months)
	 	 	 	 	 	 	 	 
	Weighted Average Seasoning (months)
	 	 	 	 	 	 	 	 






Exhibit B-1









 






EXHIBIT B




Form of Servicer’s Certificate




			
	 	 	 
	DaimlerChrysler Financial Services Americas LLC 

DaimlerChrysler Auto Trust 2007-A Monthly Servicer’s Certificate
	 	Distribution Date: [    ]

Page 2 of 2






	 	 	 	 	 	 	 	 	 	 	 
	Cash Sources
	 	 	 	 	 	 	 	 	 	 
	Collections of Installment Principal
	 	 	 	 	 	 	 	 	 	 
	Collections Attributable to Full
Payoffs
	 	 	 	 	 	 	 	 	 	 
	Principal Amount of Repurchases
	 	 	 	 	 	O/C Release	 	 	 	 
	Recoveries on Loss Accounts
	 	 	 	 	 	Pool Balance	 	 	 	 
	Collections of Interest
	 	 	 	 	 	Yield Supplement O/C Amount	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Investment Earnings
	 	 	 	 	 	Adjusted Pool Balance	 	 	 	 
	Reserve Account
	 	 	 	 	 	Total Securities	 	 	 	 
	 
	 	 	 	 	 	 
	Total Sources
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Cash Uses
	 	 	 	 	 	Adjusted O/C Amount	 	 	 	 
	Servicer Fee
	 	 	 	 	 	Target Overcollateralization Amount	 	 	 	 
	Hedge
Payments (excluding termination payments)
	 	 	 	 	 	O/C Release Period?	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	A Note Interest
	 	 	 	 	 	O/C Release	 	 	 	 
	Hedge Termination Payments
(excluding Subordinated Termination
Payments)
	 	 	 	 	 	 	 	 	 	 
	First Priority Principal
Distribution Amount
	 	 	 	 	 	 	 	 	 	 
	Second Priority Principal
Distribution Amount
	 	 	 	 	 	 	 	 	 	 
	Third Priority Principal
Distribution Amount
	 	 	 	 	 	 	 	 	 	 
	B Note Interest
	 	 	 	 	 	 	 	 	 	 
	C Note Interest
	 	 	 	 	 	 	 	 	 	 
	Reserve Fund
	 	 	 	 	 	 	 	 	 	 
	Regular Principal Distribution
Amount
	 	 	 	 	 	 	 	 	 	 
	Subordinated Termination Payments
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Distribution to Class D Noteholders
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Total Cash Uses
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	Administrative Payment
 
	 	 	 	 	 	 	 	 	 	 
	Total Principal and Interest Sources
	 	 	 	 	 	 	 	 	 	 
	Investment Earnings in Trust Account
	 	 	 	 	 	 	 	 	 	 
	Daily Collection Remitted
	 	 	 	 	 	 	 	 	 	 
	Cash Reserve in Trust Account
	 	 	 	 	 	 	 	 	 	 
	Servicer Fee (withheld)
	 	 	 	 	 	 	 	 	 	 
	 
	O/C Release to Seller
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 






Exhibit B-2









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Principal	 	 	 	 	 	 	Interest	 
	 	 	Ending	 	 	Principal	 	 	per $1000	 	 	Interest	 	 	per $1000	 
	 	 	Balance	 	 	Payment	 	 	Face	 	 	Payment	 	 	Face	 
	Payment Due to/(from) Trust Account
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Beginning	 	 	 	 	 
	 	 	 	 	Balance	 	 	 	 	 
	Senior Notes
	 	 	 	 	 	 	 	 	 	 
	Class A-1               
	 	@ %	 	 	 	 	 	 	 	 
	Class A-2a              
	 	 @  %	 	 	 	 	 	 	 	 
	Class A-2b              
	 	@ LIBOR + %	 	 	 	 	 	 	 	 
	Class A-3a              
	 	@ %	 	 	 	 	 	 	 	 
	Class A-3b              
	 	@ LIBOR + %	 	 	 	 	 	 	 	 
	Class A-4              
	 	@ %	 	 	 	 	 	 	 	 
	Class B               
	 	@ %	 	 	 	 	 	 	 	 
	Class C               
	 	@ %	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	Total Notes
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 








 




			
	*	 	Class A-1 Interest, Class A-2b Interest and Class A-3b Interest is computed on an Actual/360
Basis. Days in current period.






Exhibit B-3









 








APPENDIX A




Item 1119 Parties




DaimlerChrysler Auto Trust 2007-A

DaimlerChrysler Financial Services Americas LLC

Citibank, N.A.

The Bank of New York (Delaware)

Goldman Sachs Mitsui Marine Derivative Products, L.P.




Appendix A









 





APPENDIX B




Minimum Servicing Criteria to be Addressed in

Assessment of Compliance Statement




     The assessment of compliance to be delivered by the [Trustee] [Servicer] shall address, at a
minimum, the criteria identified as below as “Applicable Servicing Criteria”:



	 	 	 	 	 
	Reg AB Reference	 	Servicing Criteria	 	Applicable Servicing Criteria
	 

	 	General Servicing Considerations
	 	 
	 
	 	 	 	 
	1122(d)(1)(i)

	 	Policies and procedures are
instituted to monitor any
performance or other triggers and
events of default in accordance
with the transaction agreements.	 	 
	 
	 	 	 	 
	1122(d)(1)(ii)

	 	If any material servicing
activities are outsourced to
third parties, policies and
procedures are instituted to
monitor the third party’s
performance and compliance with
such servicing activities.	 	 
	 
	 	 	 	 
	1122(d)(1)(iii)

	 	Any requirements in the
transaction agreements to
maintain a back-up servicer for
the Pool Assets are maintained.	 	 
	 
	 	 	 	 
	1122(d)(1)(iv)

	 	A fidelity bond and errors and
omissions policy is in effect on
the party participating in the
servicing function throughout the
reporting period in the amount of
coverage required by and
otherwise in accordance with the
terms of the transaction
agreements.	 	 
	 
	 	 	 	 
	 

	 	Cash Collection and Administration	 	 
	 
	 	 	 	 
	1122(d)(2)(i)

	 	Payments on pool assets are
deposited into the appropriate
custodial bank accounts and
related bank clearing accounts no
more than two business days
following receipt, or such other
number of days specified in the
transaction agreements.	 	 
	 
	 	 	 	 
	1122(d)(2)(ii)

	 	Disbursements made via wire
transfer on behalf of an obligor
or to an investor are made only
by authorized personnel.	 	 
	 
	 	 	 	 
	1122(d)(2)(iii)

	 	Advances of funds or guarantees
regarding collections, cash flows
or distributions, and any
interest or other fees charged
for such advances, are made,
reviewed and approved as
specified in the transaction
agreements.	 	 
	 
	 	 	 	 
	1122(d)(2)(iv)

	 	The related accounts for the
transaction, such as cash reserve
accounts or accounts established
as a form of over
collateralization, are separately
maintained (e.g., with respect to
commingling of cash) as set forth
in the transaction agreements.	 	 
	 
	 	 	 	 
	1122(d)(2)(v)

	 	Each custodial account is
maintained at a federally insured
depository institution as set
forth in the transaction
agreements. For purposes of this
criterion, “federally insured
depository institution” with
respect to a foreign financial
institution means a foreign
financial institution that meets
the requirements of Rule
13k-1(b)(1) of the Securities
Exchange Act.	 	 






Appendix B-1









 






	 	 	 	 	 
	Reg AB Reference	 	Servicing Criteria	 	Applicable Servicing Criteria
	1122(d)(2)(vi)

	 	Unissued checks are safeguarded
so as to prevent unauthorized
access.	 	 
	 
	 	 	 	 
	1122(d)(2)(vii)

	 	Reconciliations are prepared on a
monthly basis for all
asset-backed securities related
bank accounts, including
custodial accounts and related
bank clearing accounts. These
reconciliations are (A)
mathematically accurate; (B)
prepared within 30 calendar days
after the bank statement cutoff
date, or such other number of
days specified in the transaction
agreements; (C) reviewed and
approved by someone other than
the person who prepared the
reconciliation; and (D) contain
explanations for reconciling
items. These reconciling items
are resolved within 90 calendar
days of their original
identification, or such other
number of days specified in the
transaction agreements.	 	 
	 
	 	 	 	 
	 

	 	Investor Remittances and Reporting	 	 
	 
	 	 	 	 
	1122(d)(3)(i)

	 	Reports to investors, including
those to be filed with the
Commission, are maintained in
accordance with the transaction
agreements and applicable
Commission requirements.
Specifically, such reports (A)
are prepared in accordance with
timeframes and other terms set
forth in the transaction
agreements; (B) provide
information calculated in
accordance with the terms
specified in the transaction
agreements; (C) are filed with
the Commission as required by its
rules and regulations; and (D)
agree with investors’ or the
trustee’s records as to the total
unpaid principal balance and
number of Pool Assets serviced by
the Servicer.	 	 
	 
	 	 	 	 
	1122(d)(3)(ii)

	 	Amounts due to investors are
allocated and remitted in
accordance with timeframes,
distribution priority and other
terms set forth in the
transaction agreements.	 	 
	 
	 	 	 	 
	1122(d)(3)(iii)

	 	Disbursements made to an investor
are posted within two business
days to the Servicer’s investor
records, or such other number of
days specified in the transaction
agreements.	 	 
	 
	 	 	 	 
	1122(d)(3)(iv)

	 	Amounts remitted to investors per
the investor reports agree with
cancelled checks, or other form
of payment, or custodial bank
statements.	 	 
	 
	 	 	 	 
	 

	 	Pool Asset Administration	 	 
	 
	 	 	 	 
	1122(d)(4)(i)

	 	Collateral or security on pool
assets is maintained as required
by the transaction agreements or
related pool asset documents.	 	 
	1122(d)(4)(ii)

	 	Pool assets and related documents
are safeguarded as required by
the transaction agreements	 	 
	 
	 	 	 	 
	1122(d)(4)(iii)

	 	Any additions, removals or
substitutions to the asset pool
are made, reviewed and approved
in accordance with any conditions
or requirements in the
transaction agreements.	 	 






Appendix B-2









 






	 	 	 	 	 
	Reg AB Reference	 	Servicing Criteria	 	Applicable Servicing Criteria
	1122(d)(4)(iv)

	 	Payments on pool assets,
including any payoffs, made in
accordance with the related pool
asset documents are posted to the
Servicer’s obligor records
maintained no more than two
business days after receipt, or
such other number of days
specified in the transaction
agreements, and allocated to
principal, interest or other
items (e.g., escrow) in
accordance with the related pool
asset documents.	 	 
	 
	 	 	 	 
	1122(d)(4)(v)

	 	The Servicer’s records regarding
the pool assets agree with the
Servicer’s records with respect
to an obligor’s unpaid principal
balance.	 	 
	 
	 	 	 	 
	1122(d)(4)(vi)

	 	Changes with respect to the terms
or status of an obligor’s pool
assets (e.g., loan modifications
or re-agings) are made, reviewed
and approved by authorized
personnel in accordance with the
transaction agreements and
related pool asset documents.	 	 
	 
	 	 	 	 
	1122(d)(4)(vii)

	 	Loss mitigation or recovery
actions (e.g., forbearance plans,
modifications and deeds in lieu
of foreclosure, foreclosures and
repossessions, as applicable) are
initiated, conducted and
concluded in accordance with the
timeframes or other requirements
established by the transaction
agreements.	 	 
	 
	 	 	 	 
	1122(d)(4)(viii)

	 	Records documenting collection
efforts are maintained during the
period a pool asset is delinquent
in accordance with the
transaction agreements. Such
records are maintained on at
least a monthly basis, or such
other period specified in the
transaction agreements, and
describe the entity’s activities
in monitoring delinquent pool
assets including, for example,
phone calls, letters and payment
rescheduling plans in cases where
delinquency is deemed temporary
(e.g., illness or unemployment).	 	 
	 
	 	 	 	 
	1122(d)(4)(ix)

	 	Adjustments to interest rates or
rates of return for pool assets
with variable rates are computed
based on the related pool asset
documents.	 	 
	 
	 	 	 	 
	1122(d)(4)(x)

	 	Regarding any funds held in trust
for an obligor (such as escrow
accounts): (A) such funds are
analyzed, in accordance with the
obligor’s pool asset documents,
on at least an annual basis, or
such other period specified in
the transaction agreements; (B)
interest on such funds is paid,
or credited, to obligors in
accordance with applicable pool
asset documents and state laws;
and (C) such funds are returned
to the obligor within 30 calendar
days of full repayment of the
related pool assets, or such
other number of days specified in
the transaction agreements.	 	 
	 
	 	 	 	 
	1122(d)(4)(xi)

	 	Payments made on behalf of an
obligor (such as tax or insurance
payments) are made on or before
the related penalty or expiration
dates, as indicated on the
appropriate bills or notices for
such payments, provided that such
support has been received by the
servicer at least 30 calendar
days prior to these dates, or
such other number of days
specified in the transaction
agreements.	 	 






Appendix B-3









 






	 	 	 	 	 
	Reg AB Reference	 	Servicing Criteria	 	Applicable Servicing Criteria
	1122(d)(4)(xii)

	 	Any late payment penalties in
connection with any payment to be
made on behalf of an obligor are
paid from the Servicer’s funds
and not charged to the obligor,
unless the late payment was due
to the obligor’s error or
omission.	 	 
	 
	 	 	 	 
	1122(d)(4)(xiii)

	 	Disbursements made on behalf of
an obligor are posted within two
business days to the obligor’s
records maintained by the
servicer, or such other number of
days specified in the transaction
agreements.	 	 
	 
	 	 	 	 
	1122(d)(4)(xiv)

	 	Delinquencies, charge-offs and
uncollectible accounts are
recognized and recorded in
accordance with the transaction
agreements.	 	 
	 
	 	 	 	 
	1122(d)(4)(xv)

	 	Any external enhancement or other
support, identified in Item
1114(a)(1) through (3) or Item
1115 of Regulation AB, is
maintained as set forth in the
transaction agreements.	 	 






	 	 	 	 	 	 	 
	 	 	[CITIBANK, N.A.] [DAIMLERCHRYSLER 

FINANCIAL SERVICES AMERICAS LLC]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Date:	 	 	 	 
	 

	 	 	 	 

	 	 






Appendix B-4









 








APPENDIX C




Form of Performance Certification




Reporting Subcontractor




CERTIFICATION




     Re: DaimlerChrysler Auto Trust 2007-A



     The undersigned Reporting Subcontractor hereby certifies to the [          ] and its officers,
directors and Affiliates (collectively, the “Certification Parties”) as follows, with the knowledge
and intent that the Certification Parties will rely on this Certification in connection with the
certification concerning the Trust to be signed by an officer of the Servicer and submitted to the
Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:



     1. The Reporting Subcontractor has reviewed the information and reports provided by it to the
Seller and the Servicer pursuant to the Sale and Servicing Agreement with respect to the servicing
criteria assessment under Section 11.05 of the Sale and Servicing Agreement (the “Information”);



     2. Based on the Reporting Subcontractor’s knowledge, the Information, taken as a whole, does
not contain any untrue statement of a material fact or omit to state a material fact required in
the Information and necessary to make the statements made, in the light of the circumstances under
which such statements were made, not misleading with respect to the period covered by the 10-K
report; and



     3. The servicing criteria assessment required to be provided by the Reporting Subcontractor
pursuant to the Sale and Servicing Agreement, has been provided to the Seller and the Servicer.
Any material instance of noncompliance with the applicable Servicing Criteria has been disclosed in
such report.



     4. Any assessment of compliance with servicing criteria required to be provided by any
Reporting Subcontractor of the Indenture Trustee have been provided by such Reporting
Subcontractor.



Appendix C-1









 





     Capitalized terms not otherwise defined herein have the meanings ascribed thereto in the Sale
and Servicing Agreement dated as of November 1, 2007 among DaimlerChrysler Financial Services
Americas LLC, as Seller and Servicer, and DaimlerChrysler Auto Trust 2007-A.



	 	 	 	 	 	 	 
	 	 	[REPORTING SUBCONTRACTOR]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Date:	 	 	 	 
	 

	 	 	 	 

	 	 







Appendix C-2









 








APPENDIX D




Form of Performance Certification

(Servicer)




CERTIFICATION




     Re: DaimlerChrysler Auto Owner Trust 2007-A



     The undersigned Servicer hereby certifies to the [___] and its officers, directors and
Affiliates (collectively, the “Certification Parties”) as follows, with the knowledge and intent
that the Certification Parties will rely on this Certification in connection with the certification
concerning the Trust to be signed by an officer of the Servicer and submitted to the Securities and
Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:



     1. I have reviewed the servicer compliance statement of the Servicer provided in accordance
with Item 1123 of Regulation AB (the “Compliance Statement”), the report on assessment of the
Servicer’s compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB (the
“Servicing Criteria”), provided in accordance with Rules 13a-18 and 15d-18 under Securities
Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the
“Servicing Assessment”), the registered public accounting firm’s attestation report provided in
accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB
(the “Attestation Report”), and all servicing reports, officer’s certificates and other information
relating to the servicing of the Receivables by the Servicer during [200_] that were delivered by
the Servicer to the Indenture Trustee pursuant to the Agreement (collectively, the “Servicer
Servicing Information”);



     2. Based on my knowledge, the Servicer Servicing Information, taken as a whole, does not
contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in the light of the circumstances under which such statements were made, not
misleading with respect to the period of time covered by the Servicer Servicing Information;



     3. Based on my knowledge, all of the Servicer Servicing Information required to be provided by
the Servicer under the Agreement has been provided to the Indenture Trustee;



     4. I am responsible for reviewing the activities performed by the Servicer as servicer under
the Sale and Servicing Agreement dated November 1, 2007 among DaimlerChrysler Auto Trust 2007-A,
and DaimlerChrysler Financial Services Americas LLC (the “Agreement”), and based on my knowledge
and the compliance review conducted in preparing the Compliance Statement and except as disclosed
in the Compliance Statement, the Servicing Assessment or the Attestation Report, the Servicer has
fulfilled its obligations under the Agreement in all material respects; and



     5. The Compliance Statement required to be delivered by the Servicer pursuant to the
Agreement, and the Servicing Assessment and Attestation Report required to be provided by the
Servicer and by any Reporting Subcontractor pursuant to the Agreement, have been provided



Appendix D-1









 




to the Indenture Trustee. Any material instances of noncompliance described in such reports
have been disclosed to the Seller. Any material instance of noncompliance with the Servicing
Criteria has been disclosed in such reports.




     Capitalized terms not otherwise defined herein have the meanings ascribed thereto in the Sale
and Servicing Agreement dated as of November 1, 2007 among DaimlerChrysler Financial Services
Americas LLC, as Seller and Servicer, and DaimlerChrysler Auto Trust 2007-A.



	 	 	 	 	 	 	 
	 	 	DAIMLERCHRYSLER FINANCIAL

SERVICES AMERICAS LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Date:	 	 	 	 
	 

	 	 	 	 

	 	 







Appendix D-2