AMENDED AND RESTATED TRUST AGREEMENT of MERCEDES-BENZ VEHICLE TRUST a Delaware statutory trust dated as of January 31, 2023 among MERCEDES-BENZ FINANCIAL SERVICES USA LLC as Titling Trust Administrator, MERCEDES-BENZ TRUST HOLDINGS LLC, as Initial...Trust Agreement • March 21st, 2023 • Mercedes-Benz Vehicle Trust • Asset-backed securities • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of January 31, 2023 and effective as of 11:01 p.m. Eastern Time (the “Agreement”), of MERCEDES-BENZ VEHICLE TRUST, a Delaware statutory trust (the “Titling Trust”), among MERCEDES-BENZ FINANCIAL SERVICES USA LLC, a Delaware limited liability company (“MBFS USA”), as titling trust administrator (in such capacity, the “Titling Trust Administrator”), MERCEDES-BENZ TRUST HOLDINGS LLC, a Delaware limited liability company (“Holdings”), as initial beneficiary (in such capacity, the “Initial Beneficiary”), and BNY MELLON TRUST OF DELAWARE, a Delaware banking corporation (“BNYMTD”), as trustee (solely in such capacity, and not individually, the “Trustee”).
MERCEDES-BENZ VEHICLE TRUST, as Borrower, U.S. BANK TRUST NATIONAL ASSOCIATION, as Administrative Agent, COLLATERAL TITLE CO., as Collateral Agent, MERCEDES- BENZ FINANCIAL SERVICES USA LLC, as Lender and as Servicer, and as Indenture TrusteeExchange Note Supplement • March 21st, 2023 • Mercedes-Benz Vehicle Trust • Asset-backed securities • Delaware
This 20[__]-[_] EXCHANGE NOTE SUPPLEMENT, dated as of [______ __], 20[__] (as amended, restated, supplemented or otherwise modified from time to time, this “20[__]-[_] Exchange Note Supplement”), is among MERCEDES-BENZ VEHICLE TRUST, a Delaware statutory trust (the “Titling Trust”), as borrower (the “Borrower”), MERCEDES-BENZ FINANCIAL SERVICES USA LLC, a Delaware limited liability company (“MBFS USA”), as lender (in such capacity, the “Lender”) and as servicer (in such capacity, the “Servicer”), U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as administrative agent and not in its individual capacity (the “Administrative Agent”), COLLATERAL TITLE CO., a Delaware corporation (formerly known as Daimler Title Co.), as collateral agent (the “Collateral Agent”), and [●], a [●], as indenture trustee and not in its individual capacity (the “Indenture Trustee”).
AGREEMENT OF MERGERMerger Agreement • March 21st, 2023 • Mercedes-Benz Vehicle Trust • Asset-backed securities • Delaware
WHEREAS, the Target Trust was formed on June 18, 2007 as a statutory trust under the Delaware Statutory Trust Act (Chapter 38 of Title 12 of the Delaware Code) (the “Act”) and is governed by a Second Amended And Restated Trust Agreement, dated as of April 1, 2008 (as amended, supplemented or otherwise modified to date, the “Target Trust Agreement”), among the Initial Beneficiary, the Trustee and Mercedes-Benz Financial Services USA LLC (“MBFS USA”), as Titling Trust Administrator;
ASSUMPTION AGREEMENT OF MERCEDES-BENZ VEHICLE TRUSTAssumption Agreement • March 21st, 2023 • Mercedes-Benz Vehicle Trust • Asset-backed securities • New York
This Assumption Agreement of Mercedes-Benz Vehicle Trust (this “Assumption Agreement”), dated as of January 31, 2023, is entered into by and among MERCEDES-BENZ VEHICLE TRUST, a Delaware statutory trust (“MBVT”), MERCEDES-BENZ TRUST HOLDINGS LLC (formerly known as, “Daimler Trust Holdings LLC”), a Delaware limited lability company (“Holdings”) and MERCEDES-BENZ FINANCIAL SERVICES USA LLC, a Delaware limited liability company (“MBFS USA”), and is accepted by each of the other parties set forth on the signature pages hereto.
