0000905148-15-000695 Sample Contracts

U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee
Indenture • July 20th, 2015 • Mercedes-Benz Auto Receivables Trust 2015-1 • Asset-backed securities • New York

This INDENTURE, dated as of July 1, 2015 (as amended, restated, supplemented or otherwise modified from time to time, this “Indenture”), is between MERCEDES-BENZ AUTO RECEIVABLES TRUST 2015-1, a Delaware statutory trust (the “Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as trustee (the “Indenture Trustee”).

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AMENDED AND RESTATED TRUST AGREEMENT
Trust Agreement • July 20th, 2015 • Mercedes-Benz Auto Receivables Trust 2015-1 • Asset-backed securities • Delaware

This AMENDED AND RESTATED TRUST AGREEMENT, dated as of July 1, 2015 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is between DAIMLER RETAIL RECEIVABLES LLC, a Delaware limited liability company, as depositor (the “Depositor”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Owner Trustee”).

MERCEDES-BENZ AUTO RECEIVABLES TRUST 2015-1, as Issuer, MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Administrator, DAIMLER RETAIL RECEIVABLES LLC, as Depositor, and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee
Administration Agreement • July 20th, 2015 • Mercedes-Benz Auto Receivables Trust 2015-1 • Asset-backed securities • New York

This ADMINISTRATION AGREEMENT, dated as of July 1, 2015 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is among MERCEDES-BENZ AUTO RECEIVABLES TRUST 2015-1, as issuer (the “Issuer”), MERCEDES-BENZ FINANCIAL SERVICES USA LLC (“MBFS USA”), as administrator (the “Administrator”), DAIMLER RETAIL RECEIVABLES LLC (“Daimler Retail Receivables”), as depositor (the “Depositor”), and U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as trustee (the “Indenture Trustee”).

SALE AND SERVICING AGREEMENT
Sale and Servicing Agreement • July 20th, 2015 • Mercedes-Benz Auto Receivables Trust 2015-1 • Asset-backed securities • New York

This SALE AND SERVICING AGREEMENT, dated as of July 1, 2015 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is among DAIMLER RETAIL RECEIVABLES LLC, a Delaware limited liability company (the “Depositor”), MERCEDES-BENZ FINANCIAL SERVICES USA LLC, a Delaware limited liability company (“MBFS USA”), as seller (in such capacity, the “Seller”) and as servicer (in such capacity, the “Servicer”), and MERCEDES-BENZ AUTO RECEIVABLES TRUST 2015-1, a Delaware statutory trust, as issuer (the “Issuer”).

RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • July 20th, 2015 • Mercedes-Benz Auto Receivables Trust 2015-1 • Asset-backed securities • New York

This RECEIVABLES PURCHASE AGREEMENT, dated as of July 1, 2015 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is between MERCEDES-BENZ FINANCIAL SERVICES USA LLC, a Delaware limited liability company (“MBFS USA”), as seller (the “Seller”), and DAIMLER RETAIL RECEIVABLES LLC, a Delaware limited liability company (“Daimler Retail Receivables”), as purchaser (the “Purchaser”).

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