0001140361-25-036809 Sample Contracts

ASSET REPRESENTATIONS REVIEW AGREEMENT Dated as of [_________], 20[__]
Asset Representations Review Agreement • September 30th, 2025 • Mercedes-Benz Retail Receivables LLC • Asset-backed securities • New York

This ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of [_________], 20[__] (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is among MERCEDES-BENZ AUTO RECEIVABLES TRUST 20[__]-[_], 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 [_________________], a ___________________ (the “Asset Representations Reviewer”).

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Mercedes-Benz Auto Receivables Trust 20[__]-[_] Asset Backed Notes Mercedes- Benz Retail Receivables LLC (Depositor) Underwriting Agreement
Underwriting Agreement • September 30th, 2025 • Mercedes-Benz Retail Receivables LLC • Asset-backed securities • New York
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AMENDED AND RESTATED TRUST AGREEMENT Dated as of [_________], 20[__]
Trust Agreement • September 30th, 2025 • Mercedes-Benz Retail Receivables LLC • Asset-backed securities • Delaware

This AMENDED AND RESTATED TRUST AGREEMENT, dated as of [_________], 20[__] (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 [_________________], a national banking association, as trustee (the “Owner Trustee”).

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MERCEDES-BENZ AUTO RECEIVABLES TRUST 20[__]-[_], 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 • September 30th, 2025 • Mercedes-Benz Retail Receivables LLC • Asset-backed securities • New York

This SALE AND SERVICING AGREEMENT, dated as of [_________]. 20[_] (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 20[__]-[_], a Delaware statutory trust, as issuer (the “Issuer”).

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MERCEDES-BENZ AUTO RECEIVABLES TRUST 20[__]-[_], as Issuer, MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Administrator, MERCEDES-BENZ RETAIL RECEIVABLES LLC, as Depositor, and as Indenture Trustee
Administration Agreement • September 30th, 2025 • Mercedes-Benz Retail Receivables LLC • Asset-backed securities • New York

This ADMINISTRATION AGREEMENT, dated as of [_________], 20[__] (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is among MERCEDES-BENZ AUTO RECEIVABLES TRUST 20[__]-[_], 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 [_________________], not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”).

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