0001140361-24-002859 Sample Contracts

as Indenture Trustee
Mercedes-Benz Auto Receivables Trust 2024-1 • January 19th, 2024 • Asset-backed securities • New York

This INDENTURE, dated as of January 1, 2024 (as amended, restated, supplemented or otherwise modified from time to time, this “Indenture”), is between MERCEDES-BENZ AUTO RECEIVABLES TRUST 2024-1, 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 19th, 2024 • Mercedes-Benz Auto Receivables Trust 2024-1 • Asset-backed securities • Delaware

This AMENDED AND RESTATED TRUST AGREEMENT, dated as of January 1, 2024 (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 2024-1,
Administration Agreement • January 19th, 2024 • Mercedes-Benz Auto Receivables Trust 2024-1 • Asset-backed securities • New York

This ADMINISTRATION AGREEMENT, dated as of January 1, 2024 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is among MERCEDES-BENZ AUTO RECEIVABLES TRUST 2024-1, 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 indenture trustee (the “Indenture Trustee”).

MERCEDES-BENZ AUTO RECEIVABLES TRUST 2024-1, 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 • January 19th, 2024 • Mercedes-Benz Auto Receivables Trust 2024-1 • Asset-backed securities • New York

This SALE AND SERVICING AGREEMENT, dated as of January 1, 2024 (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 2024-1, a Delaware statutory trust, as issuer (the “Issuer”).

MERCEDES-BENZ AUTO RECEIVABLES TRUST 2024-1, as Issuer, MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Servicer and Administrator, and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer
Asset Representations Review Agreement • January 19th, 2024 • Mercedes-Benz Auto Receivables Trust 2024-1 • Asset-backed securities • New York

This ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of January 1, 2024 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is among MERCEDES-BENZ AUTO RECEIVABLES TRUST 2024-1, 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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