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CERTIFICATE OF FORMATION
OF
DAIMLERCHRYSLER WHOLESALE RECEIVABLES LLC
This Certificate of Formation of DaimlerChrysler Wholesale Receivables
LLC (the "LLC"), dated as of February 24, 2000, is being duly executed and filed
by James G. Leyden, Jr., as an authorized person, to form a limited liability
company under the Delaware Limited Liability Company Act (6 Del.C.ss.18-101, et
seq.).
FIRST. The name of the limited liability company formed hereby is
DaimlerChrysler Wholesale Receivables LLC.
SECOND. The address of the registered office of the LLC in the State
of Delaware is c/o The Corporation Trust Company, Corporate Trust Center, 1209
Orange Street, Wilmington, New Castle County, Delaware 19801.
THIRD. The name and address of the registered agent for service of
process on the LLC in the State of Delaware is The Corporation Trust Company,
Corporate Trust Center, 1209 Orange Street, Wilmington, New Castle County,
Delaware 19801.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation as of the date first above written.
/s/ James G. Leyden, Jr.
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Name: James G. Leyden, Jr.
Authorized Person
