1. Heat oven to 350 degrees F. Coat two 9-inch cake pans with nonstick cooking spray. Line with waxed paper and spray again.
2. Prepare cake following package directions using the eggs, 11-/4 cups water and oil. Stir in the finely chopped pecans. Bake at 350 degrees F for 24 to 29 minutes until cakes spring back when pressed. Cool 10 minutes in pans. Turn out; cool completely.
3. While cakes are cooling, melt caramels and cream in a small saucepan over medium-high heat about 5 minutes, stirring constantly, until smooth. Let cool slightly. Using end of a wooden spoon, poke 12 holes randomly in each layer. Pour sauce evenly over both layers and let stand for 1 hour.Frosting:
4. In a large bowl, beat cream cheese, butter, confectioners sugar and vanilla until smooth.
5. Place one layer on a serving plate; frost the top with about 1 cup frosting. Top with second layer; frost top and side with remaining frosting. Press coarsely chopped pecans onto side of cake. Refrigerate 1 hour before serving.