0001193125-09-203594 Sample Contracts

Asset Backed Notes MERCEDES-BENZ AUTO RECEIVABLES TRUST 2009-1, as Issuer, and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee INDENTURE Dated as of October 1, 2009
Indenture • October 5th, 2009 • Mercedes-Benz Auto Receivables Trust 2009-1 • Asset-backed securities • New York

This INDENTURE, dated as of October 1, 2009 (this “Indenture”), is between MERCEDES-BENZ AUTO RECEIVABLES TRUST 2009-1, 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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MERCEDES-BENZ AUTO RECEIVABLES TRUST 2009-1, as Issuer, DCFS USA LLC as Administrator, DAIMLER RETAIL RECEIVABLES LLC, as Depositor, and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee ADMINISTRATION AGREEMENT Dated as of October 1, 2009
Administration Agreement • October 5th, 2009 • Mercedes-Benz Auto Receivables Trust 2009-1 • Asset-backed securities • New York

This ADMINISTRATION AGREEMENT, dated as of October 1, 2009 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is among MERCEDES-BENZ AUTO RECEIVABLES TRUST 2009-1, as issuer (the “Issuer”), DCFS USA LLC (“DCFS 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”).

DAIMLER RETAIL RECEIVABLES LLC, as Depositor, and WILMINGTON TRUST COMPANY, as Owner Trustee AMENDED AND RESTATED TRUST AGREEMENT Dated as of October 1, 2009
Trust Agreement • October 5th, 2009 • Mercedes-Benz Auto Receivables Trust 2009-1 • Asset-backed securities • Delaware

This AMENDED AND RESTATED TRUST AGREEMENT, dated as of October 1, 2009 (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 COMPANY, a Delaware banking corporation, as trustee (the “Owner Trustee”).

MERCEDES-BENZ AUTO RECEIVABLES TRUST 2009-1, as Issuer, DAIMLER RETAIL RECEIVABLES LLC, as Depositor, DCFS USA LLC, as Seller, and DCFS USA LLC, as Servicer SALE AND SERVICING AGREEMENT Dated as of October 1, 2009
Sale and Servicing Agreement • October 5th, 2009 • Mercedes-Benz Auto Receivables Trust 2009-1 • Asset-backed securities • New York

This SALE AND SERVICING AGREEMENT, dated as of October 1, 2009 (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”), DCFS USA LLC, a Delaware limited liability company (the “Seller”), DCFS USA LLC, a Delaware limited liability company (“DCFS USA”), as Servicer (in such capacity, the “Servicer”), and MERCEDES-BENZ AUTO RECEIVABLES TRUST 2009-1, a Delaware statutory trust, as issuer (the “Issuer”).

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