Common use of Early Redemption Events Clause in Contracts

Early Redemption Events. (a) In the event and on each occasion that any Net Proceeds are received by or on behalf of the Issuer or any Subsidiary in respect of any Early Redemption Event, the Issuer shall (i) in the case of an event described in part (a) or (b) of the definition of Early Redemption Event, apply all such Net Proceeds, or (ii) in the case of an event described in part (c) or (d) of the definition of Early Redemption Event, apply 75% of such Net Proceeds to redeem Notes in an Early Redemption Offer pursuant to and subject to the conditions of this Section 4.01; provided that, in the case of any event described in clause (a) of the definition of the term "Early Redemption Event" occurring on or prior to the six-month anniversary of the Issue Date (other than the sale, transfer or other disposition of (i) Receivables in connection with a Permitted Receivables Financing, or (ii) other assets of the Issuer or any Subsidiary in connection with the incurrence of Indebtedness in respect of an asset-backed financing entered into with the consent of the Holders of a majority (by aggregate principal amount) of the Notes), if the Issuer shall deliver to the Trustee a certificate of a Financial Officer to the effect that no Default has occurred and is continuing, then no redemption shall be required pursuant to this paragraph in respect of the Net Proceeds in respect of such event until the six-month anniversary of the Issue Date; and further provided, that the Issuer shall have no obligation to make such an Early Redemption Offer unless so directed by the Holders of a majority, in aggregate principal amount, of the Notes (in accordance with part (b) of this Section 4.01); and further provided that, for so long as any Revolver Obligations are outstanding, an Early Redemption Offer shall only be made to the extent of Net Proceeds remaining following the repayment in full of such Revolver Obligations or to the extent that the lenders of such Revolver Obligations provide their consent. (b) Within 5 Business Days following the occurrence of an Early Redemption Event that, pursuant to part (a) of this Section 4.01, requires an Early Redemption Offer to be made, the Issuer shall mail a notice to each Holder with a copy to the Trustee, stating that an Early Redemption Event has occurred and requesting that the Holders of Notes provide their instructions as to whether or not the Issuer should make an Early Redemption Offer. If the Holders of a majority (by aggregate principal amount) of the Notes instruct the Issuer to make an Early Redemption Offer within 10 days following the mailing of the notice described in this part 4.01(b), the Issuer shall become obligated on such 10th day to make an Early Redemption Offer, following the steps set forth in parts (c) and (d) of this Section 4.01. (c) In any Early Redemption Offer required pursuant to this Section 4.01, the Issuer shall be required: (i) FIRST, to purchase Notes tendered pursuant to an offer by the Issuer to Holders for the Notes (the "Early Redemption Offer") at a purchase price of 100% of their principal amount (without premium) plus accrued and unpaid interest to the date of purchase in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.01(d); and (ii) THEREAFTER, to the extent of Net Proceeds, if any, remaining after the completion of the Early Redemption Offer in respect of the Notes, provide funds to the Italian Issuer to permit redemption of the Italian Notes in a similar offer made in respect of the Italian Notes (an "Italian Redemption Offer"). If the aggregate redemption price of Notes and Italian Notes tendered, pursuant to the Early Redemption Offer and the Italian Redemption Offer, is less than the Net Proceeds allotted to the purchase of the Notes and the Italian Notes, the Issuer shall apply the remaining Net Proceeds for general corporate purposes.

Early Redemption Events. (a) In addition to the event and on each occasion that any Net Proceeds are received by or on behalf events identified as Early Redemption Events in Section 1201 of the Issuer or any Subsidiary in respect Indenture, each of any the following events will also be an Early Redemption EventEvent with respect to the Series 2005-C Notes: (1) failure on the part of the Seller, the Issuer shall Servicer or DCS (if DCS is no longer the Servicer), as applicable, (i) in to make any payment or deposit (including any Transfer Deposit Amount or Adjustment Payment) required by the case of an event described in part (a) or (b) terms of the definition of Early Redemption Event, apply all Sale and Servicing Agreement or the Receivables Purchase Agreement on or before the date occurring two Business Days after the date such Net Proceedspayment or deposit is required to be made therein, or (ii) to deliver a Monthly Noteholders' Statement or Payment Instruction within five Business Days of the day such item is due to be delivered under the Indenture, or (iii) duly to observe or perform in any material respect the covenant of the Seller set forth in Section 2.06(a) of the Sale and Servicing Agreement or (iv) duly to observe or perform in any material respect any other covenants or agreements of the Seller or the Servicer, as the case may be, set forth in the Sale and Servicing Agreement or the Receivables Purchase Agreement, which failure in the case of an event described this subclause (iv) continues unremedied for a period of 45 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Seller by the Indenture Trustee; (2) any representation or warranty made by DCS in part (c) the Receivables Purchase Agreement or (d) the Seller in the Sale and Servicing Agreement or any information contained in a computer file or microfiche or written list required to be delivered by the Seller pursuant to Section 2.01, 2.05, 2.07 or 2.08 of the definition Sale and Servicing Agreement, (i) shall prove to have been incorrect in any material respect when made or when delivered, and shall continue to be incorrect in any material respect for a period of Early Redemption Event, apply 75% 60 days after the date on which written notice of such Net Proceeds failure, requiring the same to redeem Notes in be remedied, shall have been given to the Seller by the Indenture Trustee and (ii) as a result of such incorrectness the interests of the Series 2005-C Noteholders are materially and adversely affected; provided, however, that an Early Redemption Offer Event with respect to the Series 2005-C Notes shall not be deemed to have occurred under this clause (2) if the Seller has repurchased the related Receivable or all such Receivables, if applicable, during such period in accordance with the provisions of the Sale and Servicing Agreement; (3) the occurrence of an Insolvency Event with respect to the Seller, DCS or DaimlerChrysler; (4) a failure by the Seller to convey Receivables in Additional Accounts to the Issuer within five Business Days after the day on which it is required to convey such Receivables pursuant to the Sale and subject Servicing Agreement; (5) on any Payment Date, the Primary Overcollateralization Amount for such Payment Date is reduced to an amount less than the Required Primary Overcollateralization Amount on that Payment Date after giving effect to the conditions distributions to be made on such Payment Date; provided that, for the purpose of determining whether an Early Redemption Event has occurred pursuant to this clause (5), any reduction of the Primary Overcollateralization Amount resulting from reallocations of the Series 2005-C Available Principal Amount to pay interest on the Series 2005-C Notes in the event LIBOR is equal to or greater than the prime rate upon which interest on the Receivables is calculated on the applicable LIBOR Determination Date will be considered an Early Redemption Event only if LIBOR remains equal to or greater than such prime rate for the next 30 consecutive days following such LIBOR Determination Date; (6) any Service Default occurs; (7) on any Determination Date, as of the last day of the preceding Collection Period, the aggregate amount of Principal Receivables relating to Used Vehicles exceeds 20% of the Pool Balance on that last day; (8) on any Determination Date, the average of the Monthly Payment Rates for the three preceding Collection Periods is less than 20%; (9) the Outstanding Dollar Principal Amount of the Series 2005-C Notes is not repaid by the Series 2005-C Expected Principal Payment Date; (10) the Seller or the Issuer becomes an investment company within the meaning of the Investment Company Act of 1940; and (11) the occurrence of an Event of Default with respect to the Series 2005-C Notes. Notwithstanding the foregoing in this Section 4.01; provided that, in the case of any event described in clause (a1), (2) of the definition of the term "Early Redemption Event" occurring on or prior to the six-month anniversary of the Issue Date (other than the sale, transfer or other disposition of (i) Receivables in connection with a Permitted Receivables Financing, or (ii6) other assets of the Issuer or any Subsidiary in connection with the incurrence of Indebtedness in respect of an asset-backed financing entered into with the consent of the Holders of a majority (by aggregate principal amount) of the Notes), if the Issuer shall deliver to the Trustee a certificate of a Financial Officer to the effect that no Default has occurred and is continuing, then no redemption shall be required pursuant to this paragraph in respect of the Net Proceeds in respect of such event until the six-month anniversary of the Issue Date; and further provided, that the Issuer shall have no obligation to make such an Early Redemption Offer unless so directed by the Holders of a majority, in aggregate principal amount, of the Notes (in accordance with part (b) of this Section 4.01); and further provided that, for so long as any Revolver Obligations are outstandingabove, an Early Redemption Offer shall Event with respect to Series 2005-C will be deemed to have occurred only be made if, after the applicable grace period described in such clause, if any, either the Indenture Trustee or Series 2005-C Noteholders holding Series 2005-C Notes evidencing more than 50% of the Outstanding Dollar Principal Amount of the Series 2005-C Notes by written notice to the extent of Net Proceeds remaining following the repayment in full of such Revolver Obligations or to the extent that the lenders of such Revolver Obligations provide their consent. (b) Within 5 Business Days following the occurrence of an Early Redemption Event that, pursuant to part (a) of this Section 4.01, requires an Early Redemption Offer to be madeSeller, the Issuer shall mail a notice to each Holder with a copy to Servicer and the Indenture Trustee, stating if given by Series 2005-C Noteholders, declare that an Early Redemption Event with respect to the Series 2005-C Notes has occurred and requesting as of the date of that notice. In the Holders case of Notes provide their instructions as to whether any Early Redemption Event described in clause (3), (4), (5), (7), (8), (9), (10) or not the Issuer should make (11) above, an Early Redemption Offer. If Event with respect to the Holders of a majority (by aggregate principal amount) Series 2005-C Notes shall be deemed to have occurred without any notice or other action on the part of the Notes instruct Indenture Trustee or the Issuer to make an Early Redemption Offer within 10 days following Series 2005-C Noteholders immediately upon the mailing occurrence of such event. Notwithstanding the notice described foregoing in this part 4.01(b), the Issuer shall become obligated on such 10th day to make an Early Redemption Offer, following the steps set forth in parts (c) and (d) of this Section 4.01. (c) In any Early Redemption Offer required pursuant to this Section 4.01, the Issuer shall be required: if (ix) FIRST, to purchase Notes tendered pursuant to an offer by the Issuer to Holders for the Notes (the "Early Redemption Offer") at a purchase price of 100% of their principal amount (without premium) plus accrued and unpaid interest Period results from the failure by DCWR to convey Receivables in Additional Accounts to the date of purchase Issuer, as described in clause (4) above during the Revolving Period, (y) no other Early Redemption Event that has not been cured or waived in accordance with the procedures Indenture has occurred and (including prorating z) each Note Rating Agency has confirmed that recommencing the Revolving Period will not cause a Ratings Effect, then the Early Redemption Period resulting from such failure will terminate and the Revolving Period will recommence as of the end of the first Collection Period during which the Seller would no longer be required to convey Receivables in Additional Accounts to the event Issuer; provided that the Revolving Period will not recommence if the scheduled termination date of oversubscriptionthe Revolving Period has occurred. Notwithstanding the foregoing in this Section 4.01, if an Early Redemption Event (other than an Early Redemption Event specified in clause (3) set forth or (10) above) has occurred and the scheduled termination of the Revolving Period has not occurred, the Indenture Trustee shall request from Standard & Poor's a confirmation that such Early Redemption Event will not cause a Ratings Effect. If the Indenture Trustee receives such confirmation and the Majority Holders of Series 2005-C Notes consent to the recommencement of the Revolving Period, the related Early Redemption Period shall terminate and the Revolving Period shall recommence so long as (i) no other Early Redemption Event with respect to the Series 2005-C Notes that has not been cured or waived in Section 4.01(d); and accordance with the Indenture has occurred and (ii) THEREAFTER, to the extent of Net Proceeds, if any, remaining after the completion scheduled termination date of the Early Redemption Offer in respect of the Notes, provide funds to the Italian Issuer to permit redemption of the Italian Notes in a similar offer made in respect of the Italian Notes (an "Italian Redemption Offer"). If the aggregate redemption price of Notes and Italian Notes tendered, pursuant to the Early Redemption Offer and the Italian Redemption Offer, is less than the Net Proceeds allotted to the purchase of the Notes and the Italian Notes, the Issuer shall apply the remaining Net Proceeds for general corporate purposesRevolving Period has not occurred.

Early Redemption Events. (a) In addition to the event and on each occasion that any Net Proceeds are received by or on behalf events identified as Early Redemption Events in Section 1201 of the Issuer or any Subsidiary in respect Indenture, each of any the following events will also be an Early Redemption EventEvent with respect to the Series 2002-A Notes: (1) failure on the part of the Seller, the Issuer shall Servicer or DCS (if DCS is no longer the Servicer), as applicable, (i) in to make any payment or deposit (including any Transfer Deposit Amount or Adjustment Payment) required by the case of an event described in part (a) or (b) terms of the definition of Early Redemption Event, apply all Sale and Servicing Agreement or the Receivables Purchase Agreement on or before the date occurring two Business Days after the date such Net Proceedspayment or deposit is required to be made therein, or (ii) to deliver a Monthly Noteholders' Statement or Payment Instruction within five Business Days of the day such item is due to be delivered under the Indenture, or (iii) duly to observe or perform in any material respect the covenant of the Seller set forth in Section 2.06(a) of the Sale and Servicing Agreement or (iv) duly to observe or perform in any material respect any other covenants or agreements of the Seller or the Servicer, as the case may be, set forth in the Sale and Servicing Agreement or the Receivables Purchase Agreement, which failure in the case of an event described this subclause (iv) continues unremedied for a period of 45 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Seller by the Indenture Trustee; (2) any representation or warranty made by DCS in part (c) the Receivables Purchase Agreement or (d) the Seller in the Sale and Servicing Agreement or any information contained in a computer file or microfiche or written list required to be delivered by the Seller pursuant to Section 2.01, 2.05, 2.07 or 2.08 of the definition Sale and Servicing Agreement, (i) shall prove to have been incorrect in any material respect when made or when delivered, and shall continue to be incorrect in any material respect for a period of Early Redemption Event, apply 75% 60 days after the date on which written notice of such Net Proceeds failure, requiring the same to redeem Notes in be remedied, shall have been given to the Seller by the Indenture Trustee and (ii) as a result of such incorrectness the interests of the Series 2002-A Noteholders are materially and adversely affected; provided, however, that an Early Redemption Offer Event with respect to the Series 2002-A Notes shall not be deemed to have occurred under this clause (2) if the Seller has repurchased the related Receivable or all such Receivables, if applicable, during such period in accordance with the provisions of the Sale and Servicing Agreement; (3) the occurrence of an Insolvency Event with respect to the Seller, DCS or DaimlerChrysler; (4) a failure by the Seller to convey Receivables in Additional Accounts to the Issuer within five Business Days after the day on which it is required to convey such Receivables pursuant to the Sale and subject Servicing Agreement; (5) on any Payment Date, the Primary Overcollateralization Amount for such Payment Date is reduced to an amount less than the Required Primary Overcollateralization Amount on that Payment Date after giving effect to the conditions distributions to be made on such Payment Date; provided that, for the purpose of determining whether an Early Redemption Event has occurred pursuant to this clause (5), any reduction of the Primary Overcollateralization Amount resulting from reallocations of the Series 2002-A Available Principal Amounts to pay interest on the Series 2002-A Notes in the event LIBOR is equal to or greater than the prime rate upon which interest on the Receivables is calculated on the applicable LIBOR Determination Date will be considered an Early Redemption Event only if LIBOR remains equal to or greater than such prime rate for the next 30 consecutive days following such LIBOR Determination Date; (6) any Service Default occurs; (7) on any Determination Date, as of the last day of the preceding Collection Period, the aggregate amount of Principal Receivables relating to Used Vehicles exceeds 20% of the Pool Balance on that last day; (8) on any Determination Date, the average of the Monthly Payment Rates for the three preceding Collection Periods is less than 20%; (9) the Outstanding Dollar Principal Amount of the Series 2002-A Notes is not repaid by the Series 2002-A Expected Principal Payment Date; (10) the Seller or the Issuer becomes an investment company within the meaning of the Investment Company Act of 1940; and (11) the occurrence of an Event of Default with respect to the Series 2002-A Notes. Notwithstanding the foregoing in this Section 4.01; provided that, in the case of any event described in clause (a1), (2) of the definition of the term "Early Redemption Event" occurring on or prior to the six-month anniversary of the Issue Date (other than the sale, transfer or other disposition of (i) Receivables in connection with a Permitted Receivables Financing, or (ii6) other assets of the Issuer or any Subsidiary in connection with the incurrence of Indebtedness in respect of an asset-backed financing entered into with the consent of the Holders of a majority (by aggregate principal amount) of the Notes), if the Issuer shall deliver to the Trustee a certificate of a Financial Officer to the effect that no Default has occurred and is continuing, then no redemption shall be required pursuant to this paragraph in respect of the Net Proceeds in respect of such event until the six-month anniversary of the Issue Date; and further provided, that the Issuer shall have no obligation to make such an Early Redemption Offer unless so directed by the Holders of a majority, in aggregate principal amount, of the Notes (in accordance with part (b) of this Section 4.01); and further provided that, for so long as any Revolver Obligations are outstandingabove, an Early Redemption Offer shall Event with respect to Series 2002-A will be deemed to have occurred only be made if, after the applicable grace period described in such clause, if any, either the Indenture Trustee or Series 2002-A Noteholders holding Series 2002-A Notes evidencing more than 50% of the Outstanding Dollar Principal Amount of the Series 2002-A Notes by written notice to the extent of Net Proceeds remaining following the repayment in full of such Revolver Obligations or to the extent that the lenders of such Revolver Obligations provide their consent. (b) Within 5 Business Days following the occurrence of an Early Redemption Event that, pursuant to part (a) of this Section 4.01, requires an Early Redemption Offer to be madeSeller, the Issuer shall mail a notice to each Holder with a copy to Servicer and the Indenture Trustee, stating if given by Series 2002-A Noteholders, declare that an Early Redemption Event with respect to the Series 2002-A Notes has occurred and requesting as of the date of that notice. In the Holders case of Notes provide their instructions as to whether any Early Redemption Event described in clause (3), (4), (5), (7), (8), (9), (10) or not the Issuer should make (11) above, an Early Redemption Offer. If Event with respect to the Holders of a majority (by aggregate principal amount) Series 2002-A Notes shall be deemed to have occurred without any notice or other action on the part of the Notes instruct Indenture Trustee or the Issuer to make an Early Redemption Offer within 10 days following Series 2002-A Noteholders immediately upon the mailing occurrence of such event. Notwithstanding the notice described foregoing in this part 4.01(b), the Issuer shall become obligated on such 10th day to make an Early Redemption Offer, following the steps set forth in parts (c) and (d) of this Section 4.01. (c) In any Early Redemption Offer required pursuant to this Section 4.01, the Issuer shall be required: if (ix) FIRST, to purchase Notes tendered pursuant to an offer by the Issuer to Holders for the Notes (the "Early Redemption Offer") at a purchase price of 100% of their principal amount (without premium) plus accrued and unpaid interest Period results from the failure by DCWR to convey Receivables in Additional Accounts to the date of purchase Issuer, as described in clause (4) above during the Revolving Period, (y) no other Early Redemption Event that has not been cured or waived in accordance with the procedures Indenture has occurred and (including prorating in z) each Note Rating Agency has confirmed that recommencing the event of oversubscription) set forth in Section 4.01(d); and (ii) THEREAFTERRevolving Period will not cause a Ratings Effect, to the extent of Net Proceeds, if any, remaining after the completion of then the Early Redemption Offer in respect Period resulting from such failure will terminate and the Revolving Period will recommence as of the Notes, provide funds end of the first Collection Period during which the Seller would no longer be required to convey Receivables in Additional Accounts to the Italian Issuer to permit redemption Issuer; provided that the Revolving Period will not recommence if the scheduled termination date of the Italian Notes Revolving Period has occurred. Notwithstanding the foregoing in a similar offer made this Section 4.01, if an Early Redemption Event (other than an Early Redemption Event specified in respect clause (3) or (10) above) has occurred and the scheduled termination of the Italian Notes (an "Italian Revolving Period has not occurred, the Indenture Trustee shall request from Standard & Poor's a confirmation that such Early Redemption Offer")Event will not cause a Ratings Effect. If the aggregate redemption price Indenture Trustee receives such confirmation and the Majority Holders of Series 2002-A Notes and Italian Notes tendered, pursuant consent to the recommencement of the Revolving Period, the related Early Redemption Offer Period shall terminate and the Italian Redemption Offer, is less than the Net Proceeds allotted to the purchase of the Notes and the Italian Notes, the Issuer Revolving Period shall apply the remaining Net Proceeds for general corporate purposesrecommence.

Early Redemption Events. (a) In addition to the event and on each occasion that any Net Proceeds are received by or on behalf events identified as Early Redemption Events in Section 1201 of the Issuer or any Subsidiary in respect Indenture, each of any the following events will also be an Early Redemption EventEvent with respect to the Series 2006-A Notes: (1) failure on the part of the Seller, the Issuer shall Servicer or DCFS (if DCFS is no longer the Servicer), as applicable, (i) in to make any payment or deposit (including any Transfer Deposit Amount or Adjustment Payment) required by the case of an event described in part (a) or (b) terms of the definition of Early Redemption Event, apply all Sale and Servicing Agreement or the Receivables Purchase Agreement on or before the date occurring two Business Days after the date such Net Proceedspayment or deposit is required to be made therein, or (ii) to deliver a Monthly Noteholders' Statement or Payment Instruction within five Business Days of the day such item is due to be delivered under the Indenture, or (iii) duly to observe or perform in any material respect the covenant of the Seller set forth in Section 2.06(a) of the Sale and Servicing Agreement or (iv) duly to observe or perform in any material respect any other covenants or agreements of the Seller or the Servicer, as the case may be, set forth in the Sale and Servicing Agreement or the Receivables Purchase Agreement, which failure in the case of an event described this subclause (iv) continues unremedied for a period of 45 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Seller by the Indenture Trustee; (2) any representation or warranty made by DCFS in part (c) the Receivables Purchase Agreement or (d) the Seller in the Sale and Servicing Agreement or any information contained in a computer file or microfiche or written list required to be delivered by the Seller pursuant to Section 2.01, 2.05, 2.07 or 2.08 of the definition Sale and Servicing Agreement, (i) shall prove to have been incorrect in any material respect when made or when delivered, and shall continue to be incorrect in any material respect for a period of Early Redemption Event, apply 75% 60 days after the date on which written notice of such Net Proceeds failure, requiring the same to redeem Notes in be remedied, shall have been given to the Seller by the Indenture Trustee and (ii) as a result of such incorrectness the interests of the Series 2006-A Noteholders are materially and adversely affected; provided, however, that an Early Redemption Offer Event with respect to the Series 2006-A Notes shall not be deemed to have occurred under this clause (2) if the Seller has repurchased the related Receivable or all such Receivables, if applicable, during such period in accordance with the provisions of the Sale and Servicing Agreement; (3) the occurrence of an Insolvency Event with respect to the Seller, DCFS or DaimlerChrysler; (4) a failure by the Seller to convey Receivables in Additional Accounts to the Issuer within five Business Days after the day on which it is required to convey such Receivables pursuant to the Sale and subject Servicing Agreement; (5) on any Payment Date, the Primary Overcollateralization Amount for such Payment Date is reduced to an amount less than the Required Primary Overcollateralization Amount on that Payment Date after giving effect to the conditions distributions to be made on such Payment Date; provided that, for the purpose of determining whether an Early Redemption Event has occurred pursuant to this clause (5), any reduction of the Primary Overcollateralization Amount resulting from reallocations of the Series 2006-A Available Principal Amount to pay interest on the Series 2006-A Notes in the event LIBOR is equal to or greater than the prime rate upon which interest on the Receivables is calculated on the applicable LIBOR Determination Date will be considered an Early Redemption Event only if LIBOR remains equal to or greater than such prime rate for the next 30 consecutive days following such LIBOR Determination Date; (6) any Service Default occurs; (7) on any Determination Date, as of the last day of the preceding Collection Period, the aggregate amount of Principal Receivables relating to Used Vehicles exceeds 20% of the Pool Balance on that last day; (8) on any Determination Date, the average of the Monthly Payment Rates for the three preceding Collection Periods is less than 20%; (9) the Outstanding Dollar Principal Amount of the Series 2006-A Notes is not repaid by the Series 2006-A Expected Principal Payment Date; (10) the Seller or the Issuer becomes an investment company within the meaning of the Investment Company Act of 1940; and (11) the occurrence of an Event of Default with respect to the Series 2006-A Notes. Notwithstanding the foregoing in this Section 4.01; provided that, in the case of any event described in clause (a1), (2) of the definition of the term "Early Redemption Event" occurring on or prior to the six-month anniversary of the Issue Date (other than the sale, transfer or other disposition of (i) Receivables in connection with a Permitted Receivables Financing, or (ii6) other assets of the Issuer or any Subsidiary in connection with the incurrence of Indebtedness in respect of an asset-backed financing entered into with the consent of the Holders of a majority (by aggregate principal amount) of the Notes), if the Issuer shall deliver to the Trustee a certificate of a Financial Officer to the effect that no Default has occurred and is continuing, then no redemption shall be required pursuant to this paragraph in respect of the Net Proceeds in respect of such event until the six-month anniversary of the Issue Date; and further provided, that the Issuer shall have no obligation to make such an Early Redemption Offer unless so directed by the Holders of a majority, in aggregate principal amount, of the Notes (in accordance with part (b) of this Section 4.01); and further provided that, for so long as any Revolver Obligations are outstandingabove, an Early Redemption Offer shall Event with respect to Series 2006-A will be deemed to have occurred only be made if, after the applicable grace period described in such clause, if any, either the Indenture Trustee or Series 2006-A Noteholders holding Series 2006-A Notes evidencing more than 50% of the Outstanding Dollar Principal Amount of the Series 2006-A Notes by written notice to the extent of Net Proceeds remaining following the repayment in full of such Revolver Obligations or to the extent that the lenders of such Revolver Obligations provide their consent. (b) Within 5 Business Days following the occurrence of an Early Redemption Event that, pursuant to part (a) of this Section 4.01, requires an Early Redemption Offer to be madeSeller, the Issuer shall mail a notice to each Holder with a copy to Servicer and the Indenture Trustee, stating if given by Series 2006-A Noteholders, declare that an Early Redemption Event with respect to the Series 2006-A Notes has occurred and requesting as of the date of that notice. In the Holders case of Notes provide their instructions as to whether any Early Redemption Event described in clause (3), (4), (5), (7), (8), (9), (10) or not the Issuer should make (11) above, an Early Redemption Offer. If Event with respect to the Holders of a majority (by aggregate principal amount) Series 2006-A Notes shall be deemed to have occurred without any notice or other action on the part of the Notes instruct Indenture Trustee or the Issuer to make an Early Redemption Offer within 10 days following Series 2006-A Noteholders immediately upon the mailing occurrence of such event. Notwithstanding the notice described foregoing in this part 4.01(b), the Issuer shall become obligated on such 10th day to make an Early Redemption Offer, following the steps set forth in parts (c) and (d) of this Section 4.01. (c) In any Early Redemption Offer required pursuant to this Section 4.01, the Issuer shall be required: if (ix) FIRST, to purchase Notes tendered pursuant to an offer by the Issuer to Holders for the Notes (the "Early Redemption Offer") at a purchase price of 100% of their principal amount (without premium) plus accrued and unpaid interest Period results from the failure by DCWR to convey Receivables in Additional Accounts to the date of purchase Issuer, as described in clause (4) above during the Revolving Period, (y) no other Early Redemption Event that has not been cured or waived in accordance with the procedures Indenture has occurred and (including prorating z) each Note Rating Agency has confirmed that recommencing the Revolving Period will not cause a Ratings Effect, then the Early Redemption Period resulting from such failure will terminate and the Revolving Period will recommence as of the end of the first Collection Period during which the Seller would no longer be required to convey Receivables in Additional Accounts to the event Issuer; provided that the Revolving Period will not recommence if the scheduled termination date of oversubscriptionthe Revolving Period has occurred. Notwithstanding the foregoing in this Section 4.01, if an Early Redemption Event (other than an Early Redemption Event specified in clause (3) set forth or (10) above) has occurred and the scheduled termination of the Revolving Period has not occurred, the Indenture Trustee shall request from Standard & Poor's a confirmation that such Early Redemption Event will not cause a Ratings Effect. If the Indenture Trustee receives such confirmation and the Majority Holders of Series 2006-A Notes consent to the recommencement of the Revolving Period, the related Early Redemption Period shall terminate and the Revolving Period shall recommence so long as (i) no other Early Redemption Event with respect to the Series 2006-A Notes that has not been cured or waived in Section 4.01(d); and accordance with the Indenture has occurred and (ii) THEREAFTER, to the extent of Net Proceeds, if any, remaining after the completion scheduled termination date of the Early Redemption Offer in respect of the Notes, provide funds to the Italian Issuer to permit redemption of the Italian Notes in a similar offer made in respect of the Italian Notes (an "Italian Redemption Offer"). If the aggregate redemption price of Notes and Italian Notes tendered, pursuant to the Early Redemption Offer and the Italian Redemption Offer, is less than the Net Proceeds allotted to the purchase of the Notes and the Italian Notes, the Issuer shall apply the remaining Net Proceeds for general corporate purposesRevolving Period has not occurred.

Early Redemption Events. If any one of the following events shall occur with respect to the Series 2017-One Notes: (a) In (i) failure on the event and part of the Seller, the Transferor or the Issuer to make any payment or deposit required by the terms of any Transaction Document on each occasion that or before the date occurring five (5) Business Days after the date such payment or deposit is required to be made therein or herein or (ii) failure on the part of the Seller, the Transferor or the Issuer duly to observe or perform any Net Proceeds are received by other covenants or agreements in any Transaction Document which continues unremedied for a period of thirty (30) days after the date on which the Seller, the Issuer or the Transferor, as applicable, obtains actual knowledge of such failure or on behalf which written notice of such failure requiring the same to be remedied, shall have been given to the Seller, the Transferor or the Issuer by the Indenture Trustee, or to, the Seller, the Transferor, or the Issuer and the Indenture Trustee by the Agent or any Holder of a Class A Note; (b) any representation or warranty made by the Seller, the Transferor or the Issuer under any Transaction Document which continues to be incorrect for a period of thirty (30) days after the date on which the Seller, the Issuer or the Transferor, as applicable, obtains actual knowledge of such failure or on which written notice of such failure requiring the same to be remedied, shall have been given to the Seller, the Transferor or the Issuer by the Indenture Trustee, or to the Seller, the Transferor or the Issuer and the Indenture Trustee by the Agent or any Holder of a Class A Note; provided, however, that an Early Redemption Event pursuant to this subsection 6.01(b) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period in accordance with the provisions of the Transfer and Servicing Agreement; (c) the occurrence of a Servicer Default; (d) the Indenture Trustee shall, for any reason, fail to have a valid and perfected first priority security interest in the Trust Estate; (e) without limiting any of the foregoing, the occurrence of an Event of Default with respect to Series 2017-One; (f) the Class A Notes are not paid in full on or before the Commitment Termination Date; (g) any of the following occurs for any Determination Date: (i) the Three-Month Charge-Off Ratio exceeds [*****]%; (ii) the Three-Month Delinquency Ratio exceeds [*****]%; (iii) the Three-Month Excess Spread Percentage is less than [*****]%; or (h) No Account Owner is originating Receivables; (i) (i) any of the Transaction Documents ceases to be in full force and effect (other than in accordance with its terms) or (ii) the Trust Agreement is terminated or the Owner Trustee resigns or is removed under the Trust Agreement and not replaced with a replacement trustee satisfying the eligibility criteria thereunder within the time period prescribed therein; (j) one or more judgments or decrees is rendered against the Seller, the Issuer or the Transferor in an amount in excess of $1,000,000, individually or in the aggregate, by a court of final adjudication, which is/are not bonded pending appeal, satisfied, stayed, vacated or discharged of record within ninety (90) consecutive calendar days of being rendered; (k) (i) any default or breach occurs, which is not cured within any applicable grace period or waived, (x) in the payment of any amount with respect to any Indebtedness (other than Notes issued under the Indenture) of the Issuer or the Transferor for borrowed money having an aggregate principal amount in excess of $100,000, individually or in the aggregate, or (y) in the performance, observance or fulfillment of any provision contained in any agreement, contract, document or instrument to which the Issuer or the Transferor is a party or to which any of their properties or assets are subject or bound under or pursuant to which any Indebtedness (other than Notes issued under the Indenture) having an aggregate principal amount in excess of $100,000, individually or in the aggregate, was issued, created, assumed, guaranteed or secured and such default or breach continues for more than any applicable grace period and permits the holder of any such Indebtedness to accelerate the maturity thereof; (l) the Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Internal Revenue Code with regard to any of the assets of the Issuer or the Transferor and such lien shall not have been released within thirty (30) Business Days, or the Pension Benefit Guaranty Corporation shall, or shall indicate its intention to, file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the assets of the Issuer or any Subsidiary in respect of any Early Redemption Eventits Affiliates and such lien shall not have been released within thirty (30) Business Days; (m) Change of Control of the Issuer, Transferor, the Issuer shall Seller or the Servicer; (n) removal (by any Person other than the Agent or an affiliate of the Agent) of the member of the Board of the Transferor selected by the Agent; (i) the Issuer, the Seller or the Transferor is or becomes party to any material pending or threatened in writing action, suit, proceeding or investigation related to the business of the Issuer, (ii) there exists or occurs any pending or threatened in writing, action, suit, proceeding, arbitration or investigation involving the Issuer, the Seller, the Transferor or the Account Owner or their respective businesses that, in any case that could reasonably be expected to prevent or materially delay the consummation by the Issuer of the transactions contemplated herein or in the case Indenture, (iii) the Issuer, the Seller, the Transferor or the Account Owner is or becomes a party or is or becomes subject to any order, writ, injunction, judgment or decree of an event described any Governmental Authority, or there exists or occurs any action, suit, proceeding, inquiry or investigation by any Governmental Authority, in part (a) either case, that could reasonably be expected to prevent or materially delay the consummation of the transactions contemplated herein or in the Indenture, or (biv) the Issuer, the Seller or the Transferor has incurred or incurs any accrued and/or unpaid penalties, fines or sanctions imposed by and owing to any Governmental Authority or any other governmental payee; (p) any litigation, action, suit, arbitration, proceeding, inquiry or investigation at law or in equity or before or by any court, public board or body is pending or overtly threatened in writing against or affecting any of the definition Issuer, the Seller, the Servicer, the Transferor or the Account Owner (i) that questions the validity or enforceability of Early Redemption Event, apply all such Net Proceeds, any Transaction Document or any action to be taken in connection with the transactions contemplated hereby or thereby or (ii) which, individually or in the case aggregate, if adversely determined, could reasonably be expected to have a Material Adverse Effect on such Person; (q) at any time (i) the Issuer, the Servicer, the Seller, the Transferor or the Account Owner is not in compliance with or does not have all Permits necessary or required by Requirements of Law or any Governmental Authority for the operation of its respective business as presently conducted and as proposed to be conducted except where noncompliance, violation or lack thereof is not reasonably expected to have or result in an event described in part (c) Adverse Effect or a Material Adverse Effect on such Person or (dii) any Permits necessary or required by Requirements of Law or any Governmental Authority for the operation of the definition respective businesses of Early Redemption Eventthe Issuer, apply 75% the Servicer, the Seller, the Transferor or the Account Owner are in known conflict with the rights of others and such Net Proceeds conflict could reasonably be expected to redeem Notes have or result in an Early Redemption Offer pursuant to and subject Adverse Effect or a Material Adverse Effect on such Person; (r) the occurrence of a Regulatory Event; or (s) the occurrence of any Event of Default (as such term is defined in the Indenture or the related Indenture Supplement with respect to the conditions of this Section 4.01Senior Facility); provided thatthen, in the case of any event described in clause (a) of the definition of the term "Early Redemption Event" occurring on or prior to the six-month anniversary of the Issue Date (subparagraphs other than the sale(d), transfer or other disposition of (ie) Receivables in connection with a Permitted Receivables Financing, or (iif) other assets of after the Issuer or any Subsidiary applicable grace period, if any, set forth in connection with such subparagraphs, either the incurrence of Indebtedness in respect of an asset-backed financing entered into with Indenture Trustee at the consent direction of the Holders of a majority (by aggregate principal amount) Class A Notes evidencing more than 50% of the Notes)Class A Note Principal Balance or such Holders, if the Issuer shall deliver by notice then given in writing to the Trustee a certificate of a Financial Officer to the effect that no Default has occurred and is continuing, then no redemption shall be required pursuant to this paragraph in respect of the Net Proceeds in respect of such event until the six-month anniversary of the Issue Date; and further provided, that the Issuer shall have no obligation to make such an Early Redemption Offer unless so directed by the Holders of a majority, in aggregate principal amount, of the Notes (in accordance with part (b) of this Section 4.01); and further provided that, for so long as any Revolver Obligations are outstanding, an Early Redemption Offer shall only be made to the extent of Net Proceeds remaining following the repayment in full of such Revolver Obligations or to the extent that the lenders of such Revolver Obligations provide their consent. (b) Within 5 Business Days following the occurrence of an Early Redemption Event that, pursuant to part (a) of this Section 4.01, requires an Early Redemption Offer to be madeIssuer, the Issuer shall mail a notice to each Holder with a copy to Servicer and the Trustee, stating Indenture Trustee may declare that an Early Redemption Event has occurred and requesting that with respect to Series 2017-One as of the date of such notice, and, in the case of any event described in subparagraph (d), (e) or (f), an Early Redemption Event shall occur with respect to Series 2017-One without any notice or other action on the part of the Indenture Trustee or the Series 2017-One Noteholders immediately upon the occurrence of such event, unless such Early Redemption Event is waived by the Holders of Class A Notes provide their instructions as to whether or not the Issuer should make an Early Redemption Offer. If the Holders of a majority (by aggregate principal amount) evidencing more than 50% of the Notes instruct Class A Note Principal Balance, by notice given in writing to the Issuer to make an Early Redemption Offer within 10 days following the mailing of the notice described in this part 4.01(b)Indenture Trustee, the Issuer shall become obligated on such 10th day to make an Early Redemption Offer, following the steps set forth in parts (c) and (d) of this Section 4.01. (c) In any Early Redemption Offer required pursuant to this Section 4.01, the Issuer shall be required: (i) FIRST, to purchase Notes tendered pursuant to an offer by the Issuer to Holders for the Notes (the "Early Redemption Offer") at a purchase price of 100% of their principal amount (without premium) plus accrued and unpaid interest to the date of purchase in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.01(d); and (ii) THEREAFTER, to the extent of Net Proceeds, if any, remaining after the completion of the Early Redemption Offer in respect of the Notes, provide funds to the Italian Issuer to permit redemption of the Italian Notes in a similar offer made in respect of the Italian Notes (an "Italian Redemption Offer"). If the aggregate redemption price of Notes and Italian Notes tendered, pursuant to the Early Redemption Offer and the Italian Redemption Offer, is less than the Net Proceeds allotted to the purchase of the Notes and the Italian Notes, the Issuer shall apply the remaining Net Proceeds for general corporate purposesServicer.

Early Redemption Events. (a) In addition to the event and on each occasion that any Net Proceeds are received by or on behalf events identified as Early Redemption Events in Section 1201 of the Issuer or any Subsidiary in respect Indenture, each of any the following events will also be an Early Redemption EventEvent with respect to the Series 2004-B Notes: (1) failure on the part of the Seller, the Issuer shall Servicer or DCS (if DCS is no longer the Servicer), as applicable, (i) in to make any payment or deposit (including any Transfer Deposit Amount or Adjustment Payment) required by the case of an event described in part (a) or (b) terms of the definition of Early Redemption Event, apply all Sale and Servicing Agreement or the Receivables Purchase Agreement on or before the date occurring two Business Days after the date such Net Proceedspayment or deposit is required to be made therein, or (ii) to deliver a Monthly Noteholders' Statement or Payment Instruction within five Business Days of the day such item is due to be delivered under the Indenture, or (iii) duly to observe or perform in any material respect the covenant of the Seller set forth in Section 2.06(a) of the Sale and Servicing Agreement or (iv) duly to observe or perform in any material respect any other covenants or agreements of the Seller or the Servicer, as the case may be, set forth in the Sale and Servicing Agreement or the Receivables Purchase Agreement, which failure in the case of an event described this subclause (iv) continues unremedied for a period of 45 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Seller by the Indenture Trustee; (2) any representation or warranty made by DCS in part (c) the Receivables Purchase Agreement or (d) the Seller in the Sale and Servicing Agreement or any information contained in a computer file or microfiche or written list required to be delivered by the Seller pursuant to Section 2.01, 2.05, 2.07 or 2.08 of the definition Sale and Servicing Agreement, (i) shall prove to have been incorrect in any material respect when made or when delivered, and shall continue to be incorrect in any material respect for a period of Early Redemption Event, apply 75% 60 days after the date on which written notice of such Net Proceeds failure, requiring the same to redeem Notes in be remedied, shall have been given to the Seller by the Indenture Trustee and (ii) as a result of such incorrectness the interests of the Series 2004-B Noteholders are materially and adversely affected; provided, however, that an Early Redemption Offer Event with respect to the Series 2004-B Notes shall not be deemed to have occurred under this clause (2) if the Seller has repurchased the related Receivable or all such Receivables, if applicable, during such period in accordance with the provisions of the Sale and Servicing Agreement; (3) the occurrence of an Insolvency Event with respect to the Seller, DCS or DaimlerChrysler; (4) a failure by the Seller to convey Receivables in Additional Accounts to the Issuer within five Business Days after the day on which it is required to convey such Receivables pursuant to the Sale and subject Servicing Agreement; (5) on any Payment Date, the Primary Overcollateralization Amount for such Payment Date is reduced to an amount less than the Required Primary Overcollateralization Amount on that Payment Date after giving effect to the conditions distributions to be made on such Payment Date; provided that, for the purpose of determining whether an Early Redemption Event has occurred pursuant to this clause (5), any reduction of the Primary Overcollateralization Amount resulting from reallocations of the Series 2004-B Available Principal Amounts to pay interest on the Series 2004-B Notes in the event LIBOR is equal to or greater than the prime rate upon which interest on the Receivables is calculated on the applicable LIBOR Determination Date will be considered an Early Redemption Event only if LIBOR remains equal to or greater than such prime rate for the next 30 consecutive days following such LIBOR Determination Date; (6) any Service Default occurs; (7) on any Determination Date, as of the last day of the preceding Collection Period, the aggregate amount of Principal Receivables relating to Used Vehicles exceeds 20% of the Pool Balance on that last day; (8) on any Determination Date, the average of the Monthly Payment Rates for the three preceding Collection Periods is less than 20%; (9) the Outstanding Dollar Principal Amount of the Series 2004-B Notes is not repaid by the Series 2004-B Expected Principal Payment Date; (10) the Seller or the Issuer becomes an investment company within the meaning of the Investment Company Act of 1940; and (11) the occurrence of an Event of Default with respect to the Series 2004-B Notes. Notwithstanding the foregoing in this Section 4.01; provided that, in the case of any event described in clause (a1), (2) of the definition of the term "Early Redemption Event" occurring on or prior to the six-month anniversary of the Issue Date (other than the sale, transfer or other disposition of (i) Receivables in connection with a Permitted Receivables Financing, or (ii6) other assets of the Issuer or any Subsidiary in connection with the incurrence of Indebtedness in respect of an asset-backed financing entered into with the consent of the Holders of a majority (by aggregate principal amount) of the Notes), if the Issuer shall deliver to the Trustee a certificate of a Financial Officer to the effect that no Default has occurred and is continuing, then no redemption shall be required pursuant to this paragraph in respect of the Net Proceeds in respect of such event until the six-month anniversary of the Issue Date; and further provided, that the Issuer shall have no obligation to make such an Early Redemption Offer unless so directed by the Holders of a majority, in aggregate principal amount, of the Notes (in accordance with part (b) of this Section 4.01); and further provided that, for so long as any Revolver Obligations are outstandingabove, an Early Redemption Offer shall Event with respect to Series 2004-B will be deemed to have occurred only be made if, after the applicable grace period described in such clause, if any, either the Indenture Trustee or Series 2004-B Noteholders holding Series 2004-B Notes evidencing more than 50% of the Outstanding Dollar Principal Amount of the Series 2004-B Notes by written notice to the extent of Net Proceeds remaining following the repayment in full of such Revolver Obligations or to the extent that the lenders of such Revolver Obligations provide their consent. (b) Within 5 Business Days following the occurrence of an Early Redemption Event that, pursuant to part (a) of this Section 4.01, requires an Early Redemption Offer to be madeSeller, the Issuer shall mail a notice to each Holder with a copy to Servicer and the Indenture Trustee, stating if given by Series 2004-B Noteholders, declare that an Early Redemption Event with respect to the Series 2004-B Notes has occurred and requesting as of the date of that notice. In the Holders case of Notes provide their instructions as to whether any Early Redemption Event described in clause (3), (4), (5), (7), (8), (9), (10) or not the Issuer should make (11) above, an Early Redemption Offer. If Event with respect to the Holders of a majority (by aggregate principal amount) Series 2004-B Notes shall be deemed to have occurred without any notice or other action on the part of the Notes instruct Indenture Trustee or the Issuer to make an Early Redemption Offer within 10 days following Series 2004-B Noteholders immediately upon the mailing occurrence of such event. Notwithstanding the notice described foregoing in this part 4.01(b), the Issuer shall become obligated on such 10th day to make an Early Redemption Offer, following the steps set forth in parts (c) and (d) of this Section 4.01. (c) In any Early Redemption Offer required pursuant to this Section 4.01, the Issuer shall be required: if (ix) FIRST, to purchase Notes tendered pursuant to an offer by the Issuer to Holders for the Notes (the "Early Redemption Offer") at a purchase price of 100% of their principal amount (without premium) plus accrued and unpaid interest Period results from the failure by DCWR to convey Receivables in Additional Accounts to the date of purchase Issuer, as described in clause (4) above during the Revolving Period, (y) no other Early Redemption Event that has not been cured or waived in accordance with the procedures Indenture has occurred and (including prorating in z) each Note Rating Agency has confirmed that recommencing the event of oversubscription) set forth in Section 4.01(d); and (ii) THEREAFTERRevolving Period will not cause a Ratings Effect, to the extent of Net Proceeds, if any, remaining after the completion of then the Early Redemption Offer in respect Period resulting from such failure will terminate and the Revolving Period will recommence as of the Notes, provide funds end of the first Collection Period during which the Seller would no longer be required to convey Receivables in Additional Accounts to the Italian Issuer to permit redemption Issuer; provided that the Revolving Period will not recommence if the scheduled termination date of the Italian Notes Revolving Period has occurred. Notwithstanding the foregoing in a similar offer made this Section 4.01, if an Early Redemption Event (other than an Early Redemption Event specified in respect clause (3) or (10) above) has occurred and the scheduled termination of the Italian Notes (an "Italian Revolving Period has not occurred, the Indenture Trustee shall request from Standard & Poor's a confirmation that such Early Redemption Offer")Event will not cause a Ratings Effect. If the aggregate redemption price Indenture Trustee receives such confirmation and the Majority Holders of Series 2004-B Notes and Italian Notes tendered, pursuant consent to the recommencement of the Revolving Period, the related Early Redemption Offer Period shall terminate and the Italian Redemption Offer, is less than the Net Proceeds allotted to the purchase of the Notes and the Italian Notes, the Issuer Revolving Period shall apply the remaining Net Proceeds for general corporate purposesrecommence.

Early Redemption Events. (a) In addition to the event and on each occasion that any Net Proceeds are received by or on behalf events identified as Early Redemption Events in Section 1201 of the Issuer or any Subsidiary in respect Indenture, each of any the following events will also be an Early Redemption EventEvent with respect to the Series 2004-A Notes: (1) failure on the part of the Seller, the Issuer shall Servicer or DCS (if DCS is no longer the Servicer), as applicable, (i) in to make any payment or deposit (including any Transfer Deposit Amount or Adjustment Payment) required by the case of an event described in part (a) or (b) terms of the definition of Early Redemption Event, apply all Sale and Servicing Agreement or the Receivables Purchase Agreement on or before the date occurring two Business Days after the date such Net Proceedspayment or deposit is required to be made therein, or (ii) to deliver a Monthly Noteholders' Statement or Payment Instruction within five Business Days of the day such item is due to be delivered under the Indenture, or (iii) duly to observe or perform in any material respect the covenant of the Seller set forth in Section 2.06(a) of the Sale and Servicing Agreement or (iv) duly to observe or perform in any material respect any other covenants or agreements of the Seller or the Servicer, as the case may be, set forth in the Sale and Servicing Agreement or the Receivables Purchase Agreement, which failure in the case of an event described this subclause (iv) continues unremedied for a period of 45 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Seller by the Indenture Trustee; (2) any representation or warranty made by DCS in part (c) the Receivables Purchase Agreement or (d) the Seller in the Sale and Servicing Agreement or any information contained in a computer file or microfiche or written list required to be delivered by the Seller pursuant to Section 2.01, 2.05, 2.07 or 2.08 of the definition Sale and Servicing Agreement, (i) shall prove to have been incorrect in any material respect when made or when delivered, and shall continue to be incorrect in any material respect for a period of Early Redemption Event, apply 75% 60 days after the date on which written notice of such Net Proceeds failure, requiring the same to redeem Notes in be remedied, shall have been given to the Seller by the Indenture Trustee and (ii) as a result of such incorrectness the interests of the Series 2004-A Noteholders are materially and adversely affected; provided, however, that an Early Redemption Offer Event with respect to the Series 2004-A Notes shall not be deemed to have occurred under this clause (2) if the Seller has repurchased the related Receivable or all such Receivables, if applicable, during such period in accordance with the provisions of the Sale and Servicing Agreement; (3) the occurrence of an Insolvency Event with respect to the Seller, DCS or DaimlerChrysler; (4) a failure by the Seller to convey Receivables in Additional Accounts to the Issuer within five Business Days after the day on which it is required to convey such Receivables pursuant to the Sale and subject Servicing Agreement; (5) on any Payment Date, the Primary Overcollateralization Amount for such Payment Date is reduced to an amount less than the Required Primary Overcollateralization Amount on that Payment Date after giving effect to the conditions distributions to be made on such Payment Date; provided that, for the purpose of determining whether an Early Redemption Event has occurred pursuant to this clause (5), any reduction of the Primary Overcollateralization Amount resulting from reallocations of the Series 2004-A Available Principal Amounts to pay interest on the Series 2004-A Notes in the event LIBOR is equal to or greater than the prime rate upon which interest on the Receivables is calculated on the applicable LIBOR Determination Date will be considered an Early Redemption Event only if LIBOR remains equal to or greater than such prime rate for the next 30 consecutive days following such LIBOR Determination Date; (6) any Service Default occurs; (7) on any Determination Date, as of the last day of the preceding Collection Period, the aggregate amount of Principal Receivables relating to Used Vehicles exceeds 20% of the Pool Balance on that last day; (8) on any Determination Date, the average of the Monthly Payment Rates for the three preceding Collection Periods is less than 20%; (9) the Outstanding Dollar Principal Amount of the Series 2004-A Notes is not repaid by the Series 2004-A Expected Principal Payment Date; (10) the Seller or the Issuer becomes an investment company within the meaning of the Investment Company Act of 1940; and (11) the occurrence of an Event of Default with respect to the Series 2004-A Notes. Notwithstanding the foregoing in this Section 4.01; provided that, in the case of any event described in clause (a1), (2) of the definition of the term "Early Redemption Event" occurring on or prior to the six-month anniversary of the Issue Date (other than the sale, transfer or other disposition of (i) Receivables in connection with a Permitted Receivables Financing, or (ii6) other assets of the Issuer or any Subsidiary in connection with the incurrence of Indebtedness in respect of an asset-backed financing entered into with the consent of the Holders of a majority (by aggregate principal amount) of the Notes), if the Issuer shall deliver to the Trustee a certificate of a Financial Officer to the effect that no Default has occurred and is continuing, then no redemption shall be required pursuant to this paragraph in respect of the Net Proceeds in respect of such event until the six-month anniversary of the Issue Date; and further provided, that the Issuer shall have no obligation to make such an Early Redemption Offer unless so directed by the Holders of a majority, in aggregate principal amount, of the Notes (in accordance with part (b) of this Section 4.01); and further provided that, for so long as any Revolver Obligations are outstandingabove, an Early Redemption Offer shall Event with respect to Series 2004-A will be deemed to have occurred only be made if, after the applicable grace period described in such clause, if any, either the Indenture Trustee or Series 2004-A Noteholders holding Series 2004-A Notes evidencing more than 50% of the Outstanding Dollar Principal Amount of the Series 2004-A Notes by written notice to the extent of Net Proceeds remaining following the repayment in full of such Revolver Obligations or to the extent that the lenders of such Revolver Obligations provide their consent. (b) Within 5 Business Days following the occurrence of an Early Redemption Event that, pursuant to part (a) of this Section 4.01, requires an Early Redemption Offer to be madeSeller, the Issuer shall mail a notice to each Holder with a copy to Servicer and the Indenture Trustee, stating if given by Series 2004-A Noteholders, declare that an Early Redemption Event has occurred and requesting that the Holders of Notes provide their instructions as to whether or not the Issuer should make an Early Redemption Offer. If the Holders of a majority (by aggregate principal amount) of the Notes instruct the Issuer to make an Early Redemption Offer within 10 days following the mailing of the notice described in this part 4.01(b), the Issuer shall become obligated on such 10th day to make an Early Redemption Offer, following the steps set forth in parts (c) and (d) of this Section 4.01. (c) In any Early Redemption Offer required pursuant to this Section 4.01, the Issuer shall be required: (i) FIRST, to purchase Notes tendered pursuant to an offer by the Issuer to Holders for the Notes (the "Early Redemption Offer") at a purchase price of 100% of their principal amount (without premium) plus accrued and unpaid interest with respect to the date of purchase in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.01(d); and (ii) THEREAFTER, to the extent of Net Proceeds, if any, remaining after the completion of the Early Redemption Offer in respect of the Notes, provide funds to the Italian Issuer to permit redemption of the Italian Notes in a similar offer made in respect of the Italian Notes (an "Italian Redemption Offer"). If the aggregate redemption price of Notes and Italian Notes tendered, pursuant to the Early Redemption Offer and the Italian Redemption Offer, is less than the Net Proceeds allotted to the purchase of the Notes and the Italian Notes, the Issuer shall apply the remaining Net Proceeds for general corporate purposes.Series

Early Redemption Events. (a) In addition to the event and on each occasion that any Net Proceeds are received by or on behalf events identified as early redemption events in Section 1201 of the Issuer or any Subsidiary in respect indenture, each of any the following events will also be an Early Redemption EventEvent with respect to the Series 2005-B Notes: (1) failure on the part of the Seller, the Issuer shall Servicer or DCS (if DCS is no longer the Servicer), as applicable, (i) in to make any payment or deposit (including any Transfer Deposit Amount or Adjustment Payment) required by the case of an event described in part (a) or (b) terms of the definition of Early Redemption Event, apply all Sale and Servicing Agreement or the Receivables Purchase Agreement on or before the date occurring two Business Days after the date such Net Proceedspayment or deposit is required to be made therein, or (ii) to deliver a Monthly Noteholders' Statement or Payment Instruction within five Business Days of the day such item is due to be delivered under the Indenture, or (iii) duly to observe or perform in any material respect the covenant of the Seller set forth in Section 2.06(a) of the Sale and Servicing Agreement or (iv) duly to observe or perform in any material respect any other covenants or agreements of the Seller or the Servicer, as the case may be, set forth in the Sale and Servicing Agreement or the Receivables Purchase Agreement, which failure in the case of an event described this subclause (iv) continues unremedied for a period of 45 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Seller by the Indenture Trustee; (2) any representation or warranty made by DCS in part (c) the Receivables Purchase Agreement or (d) the Seller in the Sale and Servicing Agreement or any information contained in a computer file or microfiche or written list required to be delivered by the Seller pursuant to Section 2.01, 2.05, 2.07 or 2.08 of the definition Sale and Servicing Agreement, (i) shall prove to have been incorrect in any material respect when made or when delivered, and shall continue to be incorrect in any material respect for a period of Early Redemption Event, apply 75% 60 days after the date on which written notice of such Net Proceeds failure, requiring the same to redeem Notes in be remedied, shall have been given to the Seller by the Indenture Trustee and (ii) as a result of such incorrectness the interests of the Series 2005-B Noteholders are materially and adversely affected; provided, however, that an Early Redemption Offer Event with respect to the Series 2005-B Notes shall not be deemed to have occurred under this clause (2) if the Seller has repurchased the related Receivable or all such Receivables, if applicable, during such period in accordance with the provisions of the Sale and Servicing Agreement; (3) the occurrence of an Insolvency Event with respect to the Seller, DCS or DaimlerChrysler; (4) a failure by the Seller to convey Receivables in Additional Accounts to the Issuer within five Business Days after the day on which it is required to convey such Receivables pursuant to the Sale and subject Servicing Agreement; (5) on any Payment Date, the Primary Overcollateralization Amount for such Payment Date is reduced to an amount less than the Required Primary Overcollateralization Amount on that Payment Date after giving effect to the conditions of this Section 4.01distributions to be made on such Payment Date; provided that, in for the case purpose of any event described in clause (a) of the definition of the term "Early Redemption Event" occurring on or prior to the six-month anniversary of the Issue Date (other than the sale, transfer or other disposition of (i) Receivables in connection with a Permitted Receivables Financing, or (ii) other assets of the Issuer or any Subsidiary in connection with the incurrence of Indebtedness in respect of an asset-backed financing entered into with the consent of the Holders of a majority (by aggregate principal amount) of the Notes), if the Issuer shall deliver to the Trustee a certificate of a Financial Officer to the effect that no Default has occurred and is continuing, then no redemption shall be required pursuant to this paragraph in respect of the Net Proceeds in respect of such event until the six-month anniversary of the Issue Date; and further provided, that the Issuer shall have no obligation to make such an Early Redemption Offer unless so directed by the Holders of a majority, in aggregate principal amount, of the Notes (in accordance with part (b) of this Section 4.01); and further provided that, for so long as any Revolver Obligations are outstanding, an Early Redemption Offer shall only be made to the extent of Net Proceeds remaining following the repayment in full of such Revolver Obligations or to the extent that the lenders of such Revolver Obligations provide their consent. (b) Within 5 Business Days following the occurrence of an Early Redemption Event that, pursuant to part (a) of this Section 4.01, requires an Early Redemption Offer to be made, the Issuer shall mail a notice to each Holder with a copy to the Trustee, stating that determining whether an Early Redemption Event has occurred and requesting that pursuant to this clause (5), any reduction of the Holders Primary Overcollateralization Amount resulting from reallocations of the Series 2005-B Available Principal Amount to pay interest on the Series 2005-B Notes provide their instructions as in the event the Series 2005-B Note Interest Rate is equal to whether or not greater than the Issuer should make prime rate upon which interest on the Receivables is calculated will be considered an Early Redemption Offer. If Event only if the Holders of a majority Series 2005-B Note Interest Rate remains equal to or greater than such prime rate for the next 30 consecutive days; (by aggregate principal amount6) any Service Default occurs; (7) on any Determination Date, as of the last day of the preceding Collection Period, the aggregate amount of Principal Receivables relating to Used Vehicles exceeds 20% of the Pool Balance on that last day; (8) on any Determination Date, the average of the Monthly Payment Rates for the three preceding Collection Periods is less than 20%; (9) the Outstanding Dollar Principal Amount of the Series 2005-B Notes instruct is not repaid by the Series 2005-B Expected Principal Payment Date; (10) the Seller or the Issuer to make becomes an Early Redemption Offer investment company within 10 days following the mailing meaning of the notice described in this part 4.01(b), the Issuer shall become obligated on such 10th day to make an Early Redemption Offer, following the steps set forth in parts (c) and (d) Investment Company Act of this Section 4.01.1940; (c11) In any Early Redemption Offer required pursuant to this Section 4.01, the Issuer shall be required: (i) FIRST, to purchase Notes tendered pursuant to occurrence of an offer by the Issuer to Holders for the Notes (the "Early Redemption Offer") at a purchase price Event of 100% of their principal amount (without premium) plus accrued and unpaid interest Default with respect to the date of purchase in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.01(d)Series 2005-B Notes; and (ii12) THEREAFTER, to the extent occurrence of Net Proceeds, if any, remaining after the completion of the Early Redemption Offer in respect of the Notes, provide funds to the Italian Issuer to permit redemption of the Italian Notes in a similar offer made in respect of the Italian Notes (an "Italian Redemption Offer"). If the aggregate redemption price of Notes and Italian Notes tendered, pursuant to the Early Redemption Offer and the Italian Redemption Offer, is less than the Net Proceeds allotted to the purchase of the Notes and the Italian Notes, the Issuer shall apply the remaining Net Proceeds for general corporate purposes.CP

Early Redemption Events. (a) In addition to the event and on each occasion that any Net Proceeds are received by or on behalf events identified as Early Redemption Events in Section 1201 of the Issuer or any Subsidiary in respect Indenture, each of any the following events will also be an Early Redemption EventEvent with respect to the Series 2003-A Notes: (1) failure on the part of the Seller, the Issuer shall Servicer or DCS (if DCS is no longer the Servicer), as applicable, (i) in to make any payment or deposit (including any Transfer Deposit Amount or Adjustment Payment) required by the case of an event described in part (a) or (b) terms of the definition of Early Redemption Event, apply all Sale and Servicing Agreement or the Receivables Purchase Agreement on or before the date occurring two Business Days after the date such Net Proceedspayment or deposit is required to be made therein, or (ii) to deliver a Monthly Noteholders' Statement or Payment Instruction within five Business Days of the day such item is due to be delivered under the Indenture, or (iii) duly to observe or perform in any material respect the covenant of the Seller set forth in Section 2.06(a) of the Sale and Servicing Agreement or (iv) duly to observe or perform in any material respect any other covenants or agreements of the Seller or the Servicer, as the case may be, set forth in the Sale and Servicing Agreement or the Receivables Purchase Agreement, which failure in the case of an event described this subclause (iv) continues unremedied for a period of 45 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Seller by the Indenture Trustee; (2) any representation or warranty made by DCS in part (c) the Receivables Purchase Agreement or (d) the Seller in the Sale and Servicing Agreement or any information contained in a computer file or microfiche or written list required to be delivered by the Seller pursuant to Section 2.01, 2.05, 2.07 or 2.08 of the definition Sale and Servicing Agreement, (i) shall prove to have been incorrect in any material respect when made or when delivered, and shall continue to be incorrect in any material respect for a period of Early Redemption Event, apply 75% 60 days after the date on which written notice of such Net Proceeds failure, requiring the same to redeem Notes in be remedied, shall have been given to the Seller by the Indenture Trustee and (ii) as a result of such incorrectness the interests of the Series 2003-A Noteholders are materially and adversely affected; provided, however, that an Early Redemption Offer Event with respect to the Series 2003-A Notes shall not be deemed to have occurred under this clause (2) if the Seller has repurchased the related Receivable or all such Receivables, if applicable, during such period in accordance with the provisions of the Sale and Servicing Agreement; (3) the occurrence of an Insolvency Event with respect to the Seller, DCS or DaimlerChrysler; (4) a failure by the Seller to convey Receivables in Additional Accounts to the Issuer within five Business Days after the day on which it is required to convey such Receivables pursuant to the Sale and subject Servicing Agreement; (5) on any Payment Date, the Primary Overcollateralization Amount for such Payment Date is reduced to an amount less than the Required Primary Overcollateralization Amount on that Payment Date after giving effect to the conditions distributions to be made on such Payment Date; provided that, for the purpose of determining whether an Early Redemption Event has occurred pursuant to this clause (5), any reduction of the Primary Overcollateralization Amount resulting from reallocations of the Series 2003-A Available Principal Amounts to pay interest on the Series 2003-A Notes in the event LIBOR is equal to or greater than the prime rate upon which interest on the Receivables is calculated on the applicable LIBOR Determination Date will be considered an Early Redemption Event only if LIBOR remains equal to or greater than such prime rate for the next 30 consecutive days following such LIBOR Determination Date; (6) any Service Default occurs; (7) on any Determination Date, as of the last day of the preceding Collection Period, the aggregate amount of Principal Receivables relating to Used Vehicles exceeds 20% of the Pool Balance on that last day; (8) on any Determination Date, the average of the Monthly Payment Rates for the three preceding Collection Periods is less than 20%; (9) the Outstanding Dollar Principal Amount of the Series 2003-A Notes is not repaid by the Series 2003-A Expected Principal Payment Date; (10) the Seller or the Issuer becomes an investment company within the meaning of the Investment Company Act of 1940; and (11) the occurrence of an Event of Default with respect to the Series 2003-A Notes. Notwithstanding the foregoing in this Section 4.01; provided that, in the case of any event described in clause (a1), (2) of the definition of the term "Early Redemption Event" occurring on or prior to the six-month anniversary of the Issue Date (other than the sale, transfer or other disposition of (i) Receivables in connection with a Permitted Receivables Financing, or (ii6) other assets of the Issuer or any Subsidiary in connection with the incurrence of Indebtedness in respect of an asset-backed financing entered into with the consent of the Holders of a majority (by aggregate principal amount) of the Notes), if the Issuer shall deliver to the Trustee a certificate of a Financial Officer to the effect that no Default has occurred and is continuing, then no redemption shall be required pursuant to this paragraph in respect of the Net Proceeds in respect of such event until the six-month anniversary of the Issue Date; and further provided, that the Issuer shall have no obligation to make such an Early Redemption Offer unless so directed by the Holders of a majority, in aggregate principal amount, of the Notes (in accordance with part (b) of this Section 4.01); and further provided that, for so long as any Revolver Obligations are outstandingabove, an Early Redemption Offer shall Event with respect to Series 2003-A will be deemed to have occurred only be made if, after the applicable grace period described in such clause, if any, either the Indenture Trustee or Series 2003-A Noteholders holding Series 2003-A Notes evidencing more than 50% of the Outstanding Dollar Principal Amount of the Series 2003-A Notes by written notice to the extent of Net Proceeds remaining following the repayment in full of such Revolver Obligations or to the extent that the lenders of such Revolver Obligations provide their consent. (b) Within 5 Business Days following the occurrence of an Early Redemption Event that, pursuant to part (a) of this Section 4.01, requires an Early Redemption Offer to be madeSeller, the Issuer shall mail a notice to each Holder with a copy to Servicer and the Indenture Trustee, stating if given by Series 2003-A Noteholders, declare that an Early Redemption Event with respect to the Series 2003-A Notes has occurred and requesting as of the date of that notice. In the Holders case of Notes provide their instructions as to whether any Early Redemption Event described in clause (3), (4), (5), (7), (8), (9), (10) or not the Issuer should make (11) above, an Early Redemption Offer. If Event with respect to the Holders of a majority (by aggregate principal amount) Series 2003-A Notes shall be deemed to have occurred without any notice or other action on the part of the Notes instruct Indenture Trustee or the Issuer to make an Early Redemption Offer within 10 days following Series 2003-A Noteholders immediately upon the mailing occurrence of such event. Notwithstanding the notice described foregoing in this part 4.01(b), the Issuer shall become obligated on such 10th day to make an Early Redemption Offer, following the steps set forth in parts (c) and (d) of this Section 4.01. (c) In any Early Redemption Offer required pursuant to this Section 4.01, the Issuer shall be required: if (ix) FIRST, to purchase Notes tendered pursuant to an offer by the Issuer to Holders for the Notes (the "Early Redemption Offer") at a purchase price of 100% of their principal amount (without premium) plus accrued and unpaid interest Period results from the failure by DCWR to convey Receivables in Additional Accounts to the date of purchase Issuer, as described in clause (4) above during the Revolving Period, (y) no other Early Redemption Event that has not been cured or waived in accordance with the procedures Indenture has occurred and (including prorating in z) each Note Rating Agency has confirmed that recommencing the event of oversubscription) set forth in Section 4.01(d); and (ii) THEREAFTERRevolving Period will not cause a Ratings Effect, to the extent of Net Proceeds, if any, remaining after the completion of then the Early Redemption Offer in respect Period resulting from such failure will terminate and the Revolving Period will recommence as of the Notes, provide funds end of the first Collection Period during which the Seller would no longer be required to convey Receivables in Additional Accounts to the Italian Issuer to permit redemption Issuer; provided that the Revolving Period will not recommence if the scheduled termination date of the Italian Notes Revolving Period has occurred. Notwithstanding the foregoing in a similar offer made this Section 4.01, if an Early Redemption Event (other than an Early Redemption Event specified in respect clause (3) or (10) above) has occurred and the scheduled termination of the Italian Notes (an "Italian Revolving Period has not occurred, the Indenture Trustee shall request from Standard & Poor's a confirmation that such Early Redemption Offer")Event will not cause a Ratings Effect. If the aggregate redemption price Indenture Trustee receives such confirmation and the Majority Holders of Series 2003-A Notes and Italian Notes tendered, pursuant consent to the recommencement of the Revolving Period, the related Early Redemption Offer Period shall terminate and the Italian Redemption Offer, is less than the Net Proceeds allotted to the purchase of the Notes and the Italian Notes, the Issuer Revolving Period shall apply the remaining Net Proceeds for general corporate purposesrecommence.

Early Redemption Events. (a) In addition to the event and on each occasion that any Net Proceeds are received by or on behalf events identified as Early Redemption Events in Section 1201 of the Issuer or any Subsidiary in respect Indenture, each of any the following events will also be an Early Redemption EventEvent with respect to the Series 2002-B Notes: (1) failure on the part of the Seller, the Issuer shall Servicer or DCS (if DCS is no longer the Servicer), as applicable, (i) in to make any payment or deposit (including any Transfer Deposit Amount or Adjustment Payment) required by the case of an event described in part (a) or (b) terms of the definition of Early Redemption Event, apply all Sale and Servicing Agreement or the Receivables Purchase Agreement on or before the date occurring two Business Days after the date such Net Proceedspayment or deposit is required to be made therein, or (ii) to deliver a Monthly Noteholders' Statement or Payment Instruction within five Business Days of the day such item is due to be delivered under the Indenture, or (iii) duly to observe or perform in any material respect the covenant of the Seller set forth in Section 2.06(a) of the Sale and Servicing Agreement or (iv) duly to observe or perform in any material respect any other covenants or agreements of the Seller or the Servicer, as the case may be, set forth in the Sale and Servicing Agreement or the Receivables Purchase Agreement, which failure in the case of an event described this subclause (iv) continues unremedied for a period of 45 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Seller by the Indenture Trustee; (2) any representation or warranty made by DCS in part (c) the Receivables Purchase Agreement or (d) the Seller in the Sale and Servicing Agreement or any information contained in a computer file or microfiche or written list required to be delivered by the Seller pursuant to Section 2.01, 2.05, 2.07 or 2.08 of the definition Sale and Servicing Agreement, (i) shall prove to have been incorrect in any material respect when made or when delivered, and shall continue to be incorrect in any material respect for a period of Early Redemption Event, apply 75% 60 days after the date on which written notice of such Net Proceeds failure, requiring the same to redeem Notes in be remedied, shall have been given to the Seller by the Indenture Trustee and (ii) as a result of such incorrectness the interests of the Series 2002-B Noteholders are materially and adversely affected; provided, however, that an Early Redemption Offer Event with respect to the Series 2002-B Notes shall not be deemed to have occurred under this clause (2) if the Seller has repurchased the related Receivable or all such Receivables, if applicable, during such period in accordance with the provisions of the Sale and Servicing Agreement; (3) the occurrence of an Insolvency Event with respect to the Seller, DCS or DaimlerChrysler; (4) a failure by the Seller to convey Receivables in Additional Accounts to the Issuer within five Business Days after the day on which it is required to convey such Receivables pursuant to the Sale and subject Servicing Agreement; (5) on any Payment Date, the Primary Overcollateralization Amount for such Payment Date is reduced to an amount less than the Required Primary Overcollateralization Amount on that Payment Date after giving effect to the conditions distributions to be made on such Payment Date; provided that, for the purpose of determining whether an Early Redemption Event has occurred pursuant to this clause (5), any reduction of the Primary Overcollateralization Amount resulting from reallocations of the Series 2002-B Available Principal Amounts to pay interest on the Series 2002-B Notes in the event LIBOR is equal to or greater than the prime rate upon which interest on the Receivables is calculated on the applicable LIBOR Determination Date will be considered an Early Redemption Event only if LIBOR remains equal to or greater than such prime rate for the next 30 consecutive days following such LIBOR Determination Date; (6) any Service Default occurs; (7) on any Determination Date, as of the last day of the preceding Collection Period, the aggregate amount of Principal Receivables relating to Used Vehicles exceeds 20% of the Pool Balance on that last day; (8) on any Determination Date, the average of the Monthly Payment Rates for the three preceding Collection Periods is less than 20%; (9) the Outstanding Dollar Principal Amount of the Series 2002-B Notes is not repaid by the Series 2002-B Expected Principal Payment Date; (10) the Seller or the Issuer becomes an investment company within the meaning of the Investment Company Act of 1940; and (11) the occurrence of an Event of Default with respect to the Series 2002-B Notes. Notwithstanding the foregoing in this Section 4.01; provided that, in the case of any event described in clause (a1), (2) of the definition of the term "Early Redemption Event" occurring on or prior to the six-month anniversary of the Issue Date (other than the sale, transfer or other disposition of (i) Receivables in connection with a Permitted Receivables Financing, or (ii6) other assets of the Issuer or any Subsidiary in connection with the incurrence of Indebtedness in respect of an asset-backed financing entered into with the consent of the Holders of a majority (by aggregate principal amount) of the Notes), if the Issuer shall deliver to the Trustee a certificate of a Financial Officer to the effect that no Default has occurred and is continuing, then no redemption shall be required pursuant to this paragraph in respect of the Net Proceeds in respect of such event until the six-month anniversary of the Issue Date; and further provided, that the Issuer shall have no obligation to make such an Early Redemption Offer unless so directed by the Holders of a majority, in aggregate principal amount, of the Notes (in accordance with part (b) of this Section 4.01); and further provided that, for so long as any Revolver Obligations are outstandingabove, an Early Redemption Offer shall Event with respect to Series 2002-B will be deemed to have occurred only be made if, after the applicable grace period described in such clause, if any, either the Indenture Trustee or Series 2002-B Noteholders holding Series 2002-B Notes evidencing more than 50% of the Outstanding Dollar Principal Amount of the Series 2002-B Notes by written notice to the extent of Net Proceeds remaining following the repayment in full of such Revolver Obligations or to the extent that the lenders of such Revolver Obligations provide their consent. (b) Within 5 Business Days following the occurrence of an Early Redemption Event that, pursuant to part (a) of this Section 4.01, requires an Early Redemption Offer to be madeSeller, the Issuer shall mail a notice to each Holder with a copy to Servicer and the Indenture Trustee, stating if given by Series 2002-B Noteholders, declare that an Early Redemption Event with respect to the Series 2002-B Notes has occurred and requesting as of the date of that notice. In the Holders case of Notes provide their instructions as to whether any Early Redemption Event described in clause (3), (4), (5), (7), (8), (9), (10) or not the Issuer should make (11) above, an Early Redemption Offer. If Event with respect to the Holders of a majority (by aggregate principal amount) Series 2002-B Notes shall be deemed to have occurred without any notice or other action on the part of the Notes instruct Indenture Trustee or the Issuer to make an Early Redemption Offer within 10 days following Series 2002-B Noteholders immediately upon the mailing occurrence of such event. Notwithstanding the notice described foregoing in this part 4.01(b), the Issuer shall become obligated on such 10th day to make an Early Redemption Offer, following the steps set forth in parts (c) and (d) of this Section 4.01. (c) In any Early Redemption Offer required pursuant to this Section 4.01, the Issuer shall be required: if (ix) FIRST, to purchase Notes tendered pursuant to an offer by the Issuer to Holders for the Notes (the "Early Redemption Offer") at a purchase price of 100% of their principal amount (without premium) plus accrued and unpaid interest Period results from the failure by DCWR to convey Receivables in Additional Accounts to the date of purchase Issuer, as described in clause (4) above during the Revolving Period, (y) no other Early Redemption Event that has not been cured or waived in accordance with the procedures Indenture has occurred and (including prorating in z) each Note Rating Agency has confirmed that recommencing the event of oversubscription) set forth in Section 4.01(d); and (ii) THEREAFTERRevolving Period will not cause a Ratings Effect, to the extent of Net Proceeds, if any, remaining after the completion of then the Early Redemption Offer in respect Period resulting from such failure will terminate and the Revolving Period will recommence as of the Notes, provide funds end of the first Collection Period during which the Seller would no longer be required to convey Receivables in Additional Accounts to the Italian Issuer to permit redemption Issuer; provided that the Revolving Period will not recommence if the scheduled termination date of the Italian Notes Revolving Period has occurred. Notwithstanding the foregoing in a similar offer made this Section 4.01, if an Early Redemption Event (other than an Early Redemption Event specified in respect clause (3) or (10) above) has occurred and the scheduled termination of the Italian Notes (an "Italian Revolving Period has not occurred, the Indenture Trustee shall request from Standard & Poor's a confirmation that such Early Redemption Offer")Event will not cause a Ratings Effect. If the aggregate redemption price Indenture Trustee receives such confirmation and the Majority Holders of Series 2002-B Notes and Italian Notes tendered, pursuant consent to the recommencement of the Revolving Period, the related Early Redemption Offer Period shall terminate and the Italian Redemption Offer, is less than the Net Proceeds allotted to the purchase of the Notes and the Italian Notes, the Issuer Revolving Period shall apply the remaining Net Proceeds for general corporate purposesrecommence.

Early Redemption Events. (a) In addition to the event and on each occasion that any Net Proceeds are received by or on behalf events identified as Early Redemption Events in Section 1201 of the Issuer or any Subsidiary in respect Indenture, each of any the following events will also be an Early Redemption EventEvent with respect to the Series 2005-A Notes: (1) failure on the part of the Seller, the Issuer shall Servicer or DCS (if DCS is no longer the Servicer), as applicable, (i) in to make any payment or deposit (including any Transfer Deposit Amount or Adjustment Payment) required by the case of an event described in part (a) or (b) terms of the definition of Early Redemption Event, apply all Sale and Servicing Agreement or the Receivables Purchase Agreement on or before the date occurring two Business Days after the date such Net Proceedspayment or deposit is required to be made therein, or (ii) to deliver a Monthly Noteholders' Statement or Payment Instruction within five Business Days of the day such item is due to be delivered under the Indenture, or (iii) duly to observe or perform in any material respect the covenant of the Seller set forth in Section 2.06(a) of the Sale and Servicing Agreement or (iv) duly to observe or perform in any material respect any other covenants or agreements of the Seller or the Servicer, as the case may be, set forth in the Sale and Servicing Agreement or the Receivables Purchase Agreement, which failure in the case of an event described this subclause (iv) continues unremedied for a period of 45 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Seller by the Indenture Trustee; (2) any representation or warranty made by DCS in part (c) the Receivables Purchase Agreement or (d) the Seller in the Sale and Servicing Agreement or any information contained in a computer file or microfiche or written list required to be delivered by the Seller pursuant to Section 2.01, 2.05, 2.07 or 2.08 of the definition Sale and Servicing Agreement, (i) shall prove to have been incorrect in any material respect when made or when delivered, and shall continue to be incorrect in any material respect for a period of Early Redemption Event, apply 75% 60 days after the date on which written notice of such Net Proceeds failure, requiring the same to redeem Notes in be remedied, shall have been given to the Seller by the Indenture Trustee and (ii) as a result of such incorrectness the interests of the Series 2005-A Noteholders are materially and adversely affected; provided, however, that an Early Redemption Offer Event with respect to the Series 2005-A Notes shall not be deemed to have occurred under this clause (2) if the Seller has repurchased the related Receivable or all such Receivables, if applicable, during such period in accordance with the provisions of the Sale and Servicing Agreement; (3) the occurrence of an Insolvency Event with respect to the Seller, DCS or DaimlerChrysler; (4) a failure by the Seller to convey Receivables in Additional Accounts to the Issuer within five Business Days after the day on which it is required to convey such Receivables pursuant to the Sale and subject Servicing Agreement; (5) on any Payment Date, the Primary Overcollateralization Amount for such Payment Date is reduced to an amount less than the Required Primary Overcollateralization Amount on that Payment Date after giving effect to the conditions distributions to be made on such Payment Date; provided that, for the purpose of determining whether an Early Redemption Event has occurred pursuant to this clause (5), any reduction of the Primary Overcollateralization Amount resulting from reallocations of the Series 2005-A Available Principal Amounts to pay interest on the Series 2005-A Notes in the event LIBOR is equal to or greater than the prime rate upon which interest on the Receivables is calculated on the applicable LIBOR Determination Date will be considered an Early Redemption Event only if LIBOR remains equal to or greater than such prime rate for the next 30 consecutive days following such LIBOR Determination Date; (6) any Service Default occurs; (7) on any Determination Date, as of the last day of the preceding Collection Period, the aggregate amount of Principal Receivables relating to Used Vehicles exceeds 20% of the Pool Balance on that last day; (8) on any Determination Date, the average of the Monthly Payment Rates for the three preceding Collection Periods is less than 20%; (9) the Outstanding Dollar Principal Amount of the Series 2005-A Notes is not repaid by the Series 2005-A Expected Principal Payment Date; (10) the Seller or the Issuer becomes an investment company within the meaning of the Investment Company Act of 1940; and (11) the occurrence of an Event of Default with respect to the Series 2005-A Notes. Notwithstanding the foregoing in this Section 4.01; provided that, in the case of any event described in clause (a1), (2) of the definition of the term "Early Redemption Event" occurring on or prior to the six-month anniversary of the Issue Date (other than the sale, transfer or other disposition of (i) Receivables in connection with a Permitted Receivables Financing, or (ii6) other assets of the Issuer or any Subsidiary in connection with the incurrence of Indebtedness in respect of an asset-backed financing entered into with the consent of the Holders of a majority (by aggregate principal amount) of the Notes), if the Issuer shall deliver to the Trustee a certificate of a Financial Officer to the effect that no Default has occurred and is continuing, then no redemption shall be required pursuant to this paragraph in respect of the Net Proceeds in respect of such event until the six-month anniversary of the Issue Date; and further provided, that the Issuer shall have no obligation to make such an Early Redemption Offer unless so directed by the Holders of a majority, in aggregate principal amount, of the Notes (in accordance with part (b) of this Section 4.01); and further provided that, for so long as any Revolver Obligations are outstandingabove, an Early Redemption Offer shall Event with respect to Series 2005-A will be deemed to have occurred only be made if, after the applicable grace period described in such clause, if any, either the Indenture Trustee or Series 2005-A Noteholders holding Series 2005-A Notes evidencing more than 50% of the Outstanding Dollar Principal Amount of the Series 2005-A Notes by written notice to the extent of Net Proceeds remaining following the repayment in full of such Revolver Obligations or to the extent that the lenders of such Revolver Obligations provide their consent. (b) Within 5 Business Days following the occurrence of an Early Redemption Event that, pursuant to part (a) of this Section 4.01, requires an Early Redemption Offer to be madeSeller, the Issuer shall mail a notice to each Holder with a copy to Servicer and the Indenture Trustee, stating if given by Series 2005-A Noteholders, declare that an Early Redemption Event with respect to the Series 2005-A Notes has occurred and requesting as of the date of that notice. In the Holders case of Notes provide their instructions as to whether any Early Redemption Event described in clause (3), (4), (5), (7), (8), (9), (10) or not the Issuer should make (11) above, an Early Redemption Offer. If Event with respect to the Holders of a majority (by aggregate principal amount) Series 2005-A Notes shall be deemed to have occurred without any notice or other action on the part of the Notes instruct Indenture Trustee or the Issuer to make an Early Redemption Offer within 10 days following Series 2005-A Noteholders immediately upon the mailing occurrence of such event. Notwithstanding the notice described foregoing in this part 4.01(b), the Issuer shall become obligated on such 10th day to make an Early Redemption Offer, following the steps set forth in parts (c) and (d) of this Section 4.01. (c) In any Early Redemption Offer required pursuant to this Section 4.01, the Issuer shall be required: if (ix) FIRST, to purchase Notes tendered pursuant to an offer by the Issuer to Holders for the Notes (the "Early Redemption Offer") at a purchase price of 100% of their principal amount (without premium) plus accrued and unpaid interest Period results from the failure by DCWR to convey Receivables in Additional Accounts to the date of purchase Issuer, as described in clause (4) above during the Revolving Period, (y) no other Early Redemption Event that has not been cured or waived in accordance with the procedures Indenture has occurred and (including prorating z) each Note Rating Agency has confirmed that recommencing the Revolving Period will not cause a Ratings Effect, then the Early Redemption Period resulting from such failure will terminate and the Revolving Period will recommence as of the end of the first Collection Period during which the Seller would no longer be required to convey Receivables in Additional Accounts to the event Issuer; provided that the Revolving Period will not recommence if the scheduled termination date of oversubscriptionthe Revolving Period has occurred. Notwithstanding the foregoing in this Section 4.01, if an Early Redemption Event (other than an Early Redemption Event specified in clause (3) set forth or (10) above) has occurred and the scheduled termination of the Revolving Period has not occurred, the Indenture Trustee shall request from Standard & Poor's a confirmation that such Early Redemption Event will not cause a Ratings Effect. If the Indenture Trustee receives such confirmation and the Majority Holders of Series 2005-A Notes consent to the recommencement of the Revolving Period, the related Early Redemption Period shall terminate and the Revolving Period shall recommence so long as (i) no other Early Redemption Event with respect to the Series 2005-A Notes that has not been cured or waived in Section 4.01(d); and accordance with the Indenture has occurred and (ii) THEREAFTER, to the extent of Net Proceeds, if any, remaining after the completion scheduled termination date of the Early Redemption Offer in respect of the Notes, provide funds to the Italian Issuer to permit redemption of the Italian Notes in a similar offer made in respect of the Italian Notes (an "Italian Redemption Offer"). If the aggregate redemption price of Notes and Italian Notes tendered, pursuant to the Early Redemption Offer and the Italian Redemption Offer, is less than the Net Proceeds allotted to the purchase of the Notes and the Italian Notes, the Issuer shall apply the remaining Net Proceeds for general corporate purposesRevolving Period has not occurred.

Early Redemption Events. (a) In addition to the event and on each occasion that any Net Proceeds are received by or on behalf events identified as Early Redemption Events in Section 1201 of the Issuer or any Subsidiary in respect Indenture, each of any the following events will also be an Early Redemption EventEvent with respect to the Series [o] Notes: (1) failure on the part of the Seller, the Issuer shall Servicer or DCS (if DCS is no longer the Servicer), as applicable, (i) in to make any payment or deposit (including any Transfer Deposit Amount or Adjustment Payment) required by the case of an event described in part (a) or (b) terms of the definition of Early Redemption Event, apply all Sale and Servicing Agreement or the Receivables Purchase Agreement on or before the date occurring two Business Days after the date such Net Proceedspayment or deposit is required to be made therein, or (ii) to deliver a Monthly Noteholders' Statement or Payment Instruction within five Business Days of the day such item is due to be delivered under the Indenture, or (iii) duly to observe or perform in any material respect the covenant of the Seller set forth in Section 2.06(a) of the Sale and Servicing Agreement or (iv) duly to observe or perform in any material respect any other covenants or agreements of the Seller or the Servicer, as the case may be, set forth in the Sale and Servicing Agreement or the Receivables Purchase Agreement, which failure in the case of an event described this subclause (iv) continues unremedied for a period of 45 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Seller by the Indenture Trustee; (2) any representation or warranty made by DCS in part (c) the Receivables Purchase Agreement or (d) the Seller in the Sale and Servicing Agreement or any information contained in a computer file or microfiche or written list required to be delivered by the Seller pursuant to Section 2.01, 2.05, 2.07 or 2.08 of the definition Sale and Servicing Agreement, (i) shall prove to have been incorrect in any material respect when made or when delivered, and shall continue to be incorrect in any material respect for a period of Early Redemption Event, apply 75% 60 days after the date on which written notice of such Net Proceeds failure, requiring the same to redeem Notes in be remedied, shall have been given to the Seller by the Indenture Trustee and (ii) as a result of such incorrectness the interests of the Series [o] Noteholders are materially and adversely affected; provided, however, that an Early Redemption Offer Event with respect to the Series [o] Notes shall not be deemed to have occurred under this clause (2) if the Seller has repurchased the related Receivable or all such Receivables, if applicable, during such period in accordance with the provisions of the Sale and Servicing Agreement; (3) the occurrence of an Insolvency Event with respect to the Seller, DCS or DaimlerChrysler; (4) a failure by the Seller to convey Receivables in Additional Accounts to the Issuer within five Business Days after the day on which it is required to convey such Receivables pursuant to the Sale and subject Servicing Agreement; (5) on any Payment Date, the Primary Overcollateralization Amount for such Payment Date is reduced to an amount less than the Required Primary Overcollateralization Amount on that Payment Date after giving effect to the conditions distributions to be made on such Payment Date[; provided that, for the purpose of determining whether an Early Redemption Event has occurred pursuant to this clause (5), any reduction of the Primary Overcollateralization Amount resulting from reallocations of the Series [o] Available Principal Amounts to pay interest on the Series [o] Notes in the event LIBOR is equal to or greater than the prime rate upon which interest on the Receivables is calculated on the applicable LIBOR Determination Date will be considered an Early Redemption Event only if LIBOR remains equal to or greater than such prime rate for the next 30 consecutive days following such LIBOR Determination Date]; (6) any Service Default occurs; (7) on any Determination Date, as of the last day of the preceding Collection Period, the aggregate amount of Principal Receivables relating to Used Vehicles exceeds [20]% of the Pool Balance on that last day; (8) on any Determination Date, the average of the Monthly Payment Rates for the three preceding Collection Periods is less than [20]%; (9) the Outstanding Dollar Principal Amount of the Series [o] Notes is not repaid by the Series [o] Expected Principal Payment Date; (10) the Seller or the Issuer becomes an investment company within the meaning of the Investment Company Act of 1940; and (11) the occurrence of an Event of Default with respect to the Series [o] Notes. Notwithstanding the foregoing in this Section 4.01; provided that, in the case of any event described in clause (a1), (2) of the definition of the term "Early Redemption Event" occurring on or prior to the six-month anniversary of the Issue Date (other than the sale, transfer or other disposition of (i) Receivables in connection with a Permitted Receivables Financing, or (ii6) other assets of the Issuer or any Subsidiary in connection with the incurrence of Indebtedness in respect of an asset-backed financing entered into with the consent of the Holders of a majority (by aggregate principal amount) of the Notes), if the Issuer shall deliver to the Trustee a certificate of a Financial Officer to the effect that no Default has occurred and is continuing, then no redemption shall be required pursuant to this paragraph in respect of the Net Proceeds in respect of such event until the six-month anniversary of the Issue Date; and further provided, that the Issuer shall have no obligation to make such an Early Redemption Offer unless so directed by the Holders of a majority, in aggregate principal amount, of the Notes (in accordance with part (b) of this Section 4.01); and further provided that, for so long as any Revolver Obligations are outstandingabove, an Early Redemption Offer shall Event with respect to Series [o] will be deemed to have occurred only be made if, after the applicable grace period described in such clause, if any, either the Indenture Trustee or Series [o] Noteholders holding Series [o] Notes evidencing more than 50% of the Outstanding Dollar Principal Amount of the Series [o] Notes by written notice to the extent of Net Proceeds remaining following the repayment in full of such Revolver Obligations or to the extent that the lenders of such Revolver Obligations provide their consent. (b) Within 5 Business Days following the occurrence of an Early Redemption Event that, pursuant to part (a) of this Section 4.01, requires an Early Redemption Offer to be madeSeller, the Issuer shall mail a notice to each Holder with a copy to Servicer and the Indenture Trustee, stating if given by Series [o] Noteholders, declare that an Early Redemption Event with respect to the Series [o] Notes has occurred and requesting as of the date of that notice. In the Holders case of Notes provide their instructions as to whether any Early Redemption Event described in clause (3), (4), (5), (7), (8), (9), (10) or not the Issuer should make (11) above, an Early Redemption Offer. If Event with respect to the Holders of a majority (by aggregate principal amount) Series [o] Notes shall be deemed to have occurred without any notice or other action on the part of the Notes instruct Indenture Trustee or the Issuer to make an Early Redemption Offer within 10 days following Series [o] Noteholders immediately upon the mailing occurrence of such event. Notwithstanding the notice described foregoing in this part 4.01(b), the Issuer shall become obligated on such 10th day to make an Early Redemption Offer, following the steps set forth in parts (c) and (d) of this Section 4.01. (c) In any Early Redemption Offer required pursuant to this Section 4.01, the Issuer shall be required: if (ix) FIRST, to purchase Notes tendered pursuant to an offer by the Issuer to Holders for the Notes (the "Early Redemption Offer") at a purchase price of 100% of their principal amount (without premium) plus accrued and unpaid interest Period results from the failure by DCWR to convey Receivables in Additional Accounts to the date of purchase Issuer, as described in clause (4) above during the Revolving Period, (y) no other Early Redemption Event that has not been cured or waived in accordance with the procedures Indenture has occurred and (including prorating in z) each Note Rating Agency has confirmed that recommencing the event of oversubscription) set forth in Section 4.01(d); and (ii) THEREAFTERRevolving Period will not cause a Ratings Effect, to the extent of Net Proceeds, if any, remaining after the completion of then the Early Redemption Offer in respect Period resulting from such failure will terminate and the Revolving Period will recommence as of the Notes, provide funds end of the first Collection Period during which the Seller would no longer be required to convey Receivables in Additional Accounts to the Italian Issuer to permit redemption Issuer; provided that the Revolving Period will not recommence if the scheduled termination date of the Italian Notes Revolving Period has occurred. Notwithstanding the foregoing in a similar offer made this Section 4.01, if an Early Redemption Event (other than an Early Redemption Event specified in respect clause (3) or (10) above) has occurred and the scheduled termination of the Italian Notes (an "Italian Revolving Period has not occurred, the Indenture Trustee shall request from Standard & Poor's a confirmation that such Early Redemption Offer")Event will not cause a Ratings Effect. If the aggregate redemption price Indenture Trustee receives such confirmation and the Majority Holders of Series [o] Notes and Italian Notes tendered, pursuant consent to the recommencement of the Revolving Period, the related Early Redemption Offer Period shall terminate and the Italian Redemption Offer, is less than the Net Proceeds allotted to the purchase of the Notes and the Italian Notes, the Issuer Revolving Period shall apply the remaining Net Proceeds for general corporate purposesrecommence.