0001140361-23-049150 Sample Contracts

as Indenture Trustee
Indenture • October 23rd, 2023 • Mercedes-Benz Auto Receivables Trust 2023-2 • Asset-backed securities • New York

This INDENTURE, dated as of October 1, 2023 (as amended, restated, supplemented or otherwise modified from time to time, this “Indenture”), is between MERCEDES-BENZ AUTO RECEIVABLES TRUST 2023-2, 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 Dated as of October 1, 2023
Trust Agreement • October 23rd, 2023 • Mercedes-Benz Auto Receivables Trust 2023-2 • Asset-backed securities • Delaware

This AMENDED AND RESTATED TRUST AGREEMENT, dated as of October 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 2023-2, 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 • October 23rd, 2023 • Mercedes-Benz Auto Receivables Trust 2023-2 • Asset-backed securities • New York

This ADMINISTRATION AGREEMENT, dated as of October 1, 2023 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is among MERCEDES-BENZ AUTO RECEIVABLES TRUST 2023-2, 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 indenture trustee (the “Indenture Trustee”).

MERCEDES-BENZ AUTO RECEIVABLES TRUST 2023-2, as Issuer MERCEDES-BENZ RETAIL RECEIVABLES LLC, as Depositor, and MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Seller and as Servicer
Sale and Servicing Agreement • October 23rd, 2023 • Mercedes-Benz Auto Receivables Trust 2023-2 • Asset-backed securities • New York

This SALE AND SERVICING AGREEMENT, dated as of October 1, 2023 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is among MERCEDES-BENZ 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 2023-2, a Delaware statutory trust, as issuer (the “Issuer”).

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