0001140361-23-003103 Sample Contracts

as Indenture Trustee
Indenture • January 27th, 2023 • Mercedes-Benz Auto Receivables Trust 2023-1 • Asset-backed securities • New York

This INDENTURE, dated as of January 1, 2023 (as amended, restated, supplemented or otherwise modified from time to time, this “Indenture”), is between MERCEDES-BENZ AUTO RECEIVABLES TRUST 2023-1, a Delaware statutory trust (the “Issuer”), and U.S. BANK TRUST COMPANY, 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 • January 27th, 2023 • Mercedes-Benz Auto Receivables Trust 2023-1 • Asset-backed securities • Delaware

This AMENDED AND RESTATED TRUST AGREEMENT, dated as of January 1, 2023 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is between MERCEDES-BENZ 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 2023-1, as Issuer, MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Administrator, MERCEDES-BENZ RETAIL RECEIVABLES LLC, as Depositor, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Indenture Trustee
Administration Agreement • January 27th, 2023 • Mercedes-Benz Auto Receivables Trust 2023-1 • Asset-backed securities • New York

This ADMINISTRATION AGREEMENT, dated as of January 1, 2023 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is among MERCEDES-BENZ AUTO RECEIVABLES TRUST 2023-1, as issuer (the “Issuer”), MERCEDES-BENZ FINANCIAL SERVICES USA LLC (“MBFS USA”), as administrator (the “Administrator”), MERCEDES-BENZ RETAIL RECEIVABLES LLC (“Mercedes-Benz Retail Receivables”), as depositor (the “Depositor”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as trustee (the “Indenture Trustee”).

Contract
Sale and Servicing Agreement • January 27th, 2023 • Mercedes-Benz Auto Receivables Trust 2023-1 • Asset-backed securities • New York
RECEIVABLES PURCHASE AGREEMENT Dated as of January 1, 2023
Receivables Purchase Agreement • January 27th, 2023 • Mercedes-Benz Auto Receivables Trust 2023-1 • Asset-backed securities • New York

This RECEIVABLES PURCHASE AGREEMENT, dated as of January 1, 2023 (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 MERCEDES-BENZ RETAIL RECEIVABLES LLC, a Delaware limited liability company (“Mercedes-Benz Retail Receivables”), as purchaser (the “Purchaser”).

MERCEDES-BENZ AUTO RECEIVABLES TRUST 2023-1, as Issuer, MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Servicer and Administrator, and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer
Agreement • January 27th, 2023 • Mercedes-Benz Auto Receivables Trust 2023-1 • Asset-backed securities • New York

This ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of January 1, 2023 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is among MERCEDES-BENZ AUTO RECEIVABLES TRUST 2023-1, a Delaware statutory trust (the “Issuer”), MERCEDES-BENZ FINANCIAL SERVICES USA, a Delaware limited liability company, as servicer and administrator (in such capacities, the “Servicer” and the “Administrator” respectively), and CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company (the “Asset Representations Reviewer”).

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