EXHIBIT 99.6
INSTRUMENT OF REMOVAL AND APPOINTMENT OF
OWNER TRUSTEE
DAIMLERCHRYSLER MASTER OWNER TRUST
This Instrument of Removal and Appointment of Owner Trustee
(this "Instrument"), is dated as of September 22, 2006 and is pursuant to
Sections 8.01 and 8.02 of the Amended and Restated Trust Agreement, dated as of
December 16, 2004 (the "Amended and Restated Trust Agreement") between
DaimlerChrysler Wholesale Receivables LLC, a Delaware limited liability company
("DCWR"), as Beneficiary, and Chase Bank USA, National Association, a national
banking association ("Chase"), as Owner Trustee. Capitalized terms used herein
and not otherwise defined herein have the respective meanings ascribed thereto
in the Amended and Restated Trust Agreement.
WHEREAS, DCWR wishes to remove Chase as Owner Trustee pursuant
to Section 8.01 of the Amended and Restated Trust Agreement;
WHEREAS, DCWR wishes to appoint Deutsche Bank Trust Company
Delaware, a Delaware banking corporation ("DBTCD"), as successor Owner Trustee
pursuant to Section 8.01 of the Amended and Restated Trust Agreement; and
WHEREAS, DBTCD wishes to accept such appointment pursuant to
Section 8.02 of the Amended and Restated Trust Agreement.
NOW THEREFORE, the parties hereto hereby agree as follows.
1. DCWR hereby removes Chase as Owner Trustee pursuant to
Section 8.01 of the Amended and Restated Trust Agreement. This Instrument shall
constitute delivery of written notice to Chase of such removal by DCWR pursuant
to Section 8.01 of the Amended and Restated Trust Agreement.
2. The Beneficiary hereby appoints DBTCD as successor Owner
Trustee under the Amended and Restated Trust Agreement.
3. DBTCD hereby accepts its appointment as successor Owner
Trustee under the Amended and Restated Trust Agreement and agrees to be bound by
the terms of the Amended and Restated Trust Agreement and the outstanding DCMOT
Certificate issued thereunder in the name of DCWR that are applicable to the
Owner Trustee without any further act on the part of DCWR, Chase or any other
Person. DBTCD hereby represents and warrants that it meets the requirements for
the Owner Trustee specified in Section 8.03 of the Amended and Restated Trust
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Agreement. This Instrument shall constitute the instrument accepting such
appointment pursuant to Section 8.02 of the Amended and Restated Trust
Agreement.
4. Pursuant to Section 8.02 of the Amended and Restated Trust
Agreement, Chase as predecessor Owner Trustee hereby agrees to deliver promptly
to DBTCD as successor Owner Trustee all documents, statements and monies held by
it under the Amended and Restated Trust Agreement.
5. Pursuant to Section 8.02 of the Amended and Restated Trust
Agreement, DBTCD as successor Owner Trustee hereby agrees to file promptly an
amendment to the Certificate of Trust with the Secretary of State of the State
of Delaware identifying DBTCD as trustee of DCMOT and DBTCD's principal place of
business.
6. The address for Deliveries to DBTCD pursuant to Section
12.02 of the Amended and Restated Trust Agreement is as follows:
Deutsche Bank Trust Company Delaware
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▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
with a copy to:
Deutsche Bank Trust Company Americas
Structured Finance Services
Trust & Securities Services
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▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
7. This Instrument shall become a legally effective and
binding instrument as of the date hereof.
8. This Instrument may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all of such counterparts shall together constitute one and the same instrument.
9. In no event shall Chase have any liability for the acts or
omissions of DBTCD as successor Owner Trustee on or after the date hereof. In no
event shall DBTCD have any liability for the acts or omissions of Chase as Owner
Trustee prior to the date hereof.
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10. This Instrument shall be governed by, and construed in
accordance with, the laws of the State of Delaware without regard to the
conflicts of laws principles of such State.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the undersigned have executed this
Instrument as of the day and year first above written.
DAIMLERCHRYSLER WHOLESALE RECEIVABLES LLC,
as Beneficiary
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Secretary
CHASE BANK USA, NATIONAL ASSOCIATION,
as predecessor Owner Trustee
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
DEUTSCHE BANK TRUST COMPANY DELAWARE,
as successor Owner Trustee
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Vice President
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