efc9-0918_s3a.htm

The information in this prospectus supplement is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus supplement and the attached prospectus are not an offer to sell these securities and they are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS SUPPLEMENT, DATED SEPTEMBER 14, 2009

PROSPECTUS SUPPLEMENT

(To Prospectus dated ________, 2009)

$_________________

Mercedes-Benz Auto Receivables Trust 2009-1

Issuing Entity

$___________ ___% Class A-1 Asset Backed Notes

$___________ ___% Class A-2 Asset Backed Notes

$___________ ___% Class A-3 Asset Backed Notes

$___________ ___% Class A-4 Asset Backed Notes

Daimler Retail Receivables LLC

Depositor

DCFS USA LLC

Sponsor and Servicer

The underwriters are offering the following classes of Notes pursuant to this prospectus supplement:

	Price to Public		Underwriting Discounts and Commissions		Net Proceeds to the Depositor(1)
Class A-1 Asset Backed Notes	$____________	(____%)	$_____________	(____%)	$________________	(____%)
Class A-2 Asset Backed Notes	$____________	(____%)	$_____________	(____%)	$________________	(____%)
Class A-3 Asset Backed Notes	$____________	(____%)	$_____________	(____%)	$________________	(____%)
Class A-4 Asset Backed Notes	$____________	(____%)	$_____________	(____%)	$________________	(____%)
Total	$____________		$_____________		$________________

(1) The net proceeds to the Depositor exclude expenses, estimated at $_________.

On the closing date, the Offered Notes will be “eligible collateral” under the Federal Reserve Bank of New York’s Term Asset-Backed Securities Loan Facility and, together with the receivables, will satisfy all applicable criteria for asset-backed securities relating to “prime auto retail loans” under TALF. The Offered Notes will not be listed on any national securities exchange or on any automated quotation system of any registered securities association.

On the closing date, the issuing entity will also issue $_______ aggregate principal amount of its ___% Class B Asset Backed Notes. The Class B Notes are not being offered by this prospectus supplement. The Class B Notes will not be purchased by the underwriters but will be transferred to the Depositor on the closing date as partial consideration for the transfer of the receivables and related assets from the Depositor to the Issuing Entity. The Depositor may, from time to time, offer the Class B Notes as more fully described under “Underwriting” in this prospectus supplement.

The price of the offered Notes will also include accrued interest, if any, from the date of initial issuance. Distributions on the Notes will generally be made monthly on the 15th day of each month or, if not a business day, on the next business day, beginning ________, 2009. The main sources for payment of the Notes are a pool of motor vehicle receivables, certain payments under the receivables and monies on deposit in a reserve fund as described herein. Credit enhancement will consist of subordination of each class of Notes with a lower alphabetical designation to each class of Notes with a higher alphabetical designation (i.e., A is higher than B), overcollateralization, excess interest collections on the receivables and a reserve fund.

The Notes will represent obligations of the Issuing Entity only and will not represent obligations of Daimler Retail Receivables LLC, DCFS USA LLC or any of their respective affiliates.

Consider carefully the Risk Factors beginning on page S-14 of this prospectus supplement and on page 10 of the prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Delivery of the offered Notes, in book-entry form only, will be made through The Depository Trust Company against payment in immediately available funds, on or about ________, 2009.

J.P. Morgan

[Other Underwriters]

The date of this Prospectus Supplement is _________, 2009.

Table of Contents

Page

Reading These Documents	S-3
Transaction Illustration	S-4
Summary	S-5
Risk Factors	S-14
The Issuing Entity	S-21
Limited Purpose and Limited Assets	S-21
Capitalization	S-21
The Owner Trustee	S-22
The Receivables Pool	S-22
General	S-22
Selection of Receivables	S-22
Characteristics of the Receivables	S-24
[Prefunding Period]	S-29
Static Pool Data	S-29
Weighted Average Lives of the Notes	S-31
DCFS USA	S-37
General	S-37
Delinquency, Credit Loss and Recovery Information	S-37
[Additional Servicers]	S-39
Affiliations and Related Transactions	S-39
Use of Proceeds	S-39
Description of the Notes	S-39
Note Registration	S-40
Payments of Interest	S-40
Payments of Principal	S-41
Priority of Distributions Will Change if the Notes Are Accelerated Following an Event of Default	S-42
Credit Enhancement	S-44
[The Swap Counterparty and the Swap Agreement]	S-45
[The Credit Enhancement Provider and the [Credit Enhancement Agreement]]	S-46
Optional Prepayment	S-46
Controlling Class	S-46
The Indenture Trustee	S-47
Application of Available Funds	S-47
Sources of Funds for Distributions	S-47
Priority of Distributions	S-48
Fees and Expenses of the Issuing Entity	S-50
Description of the Receivables Transfer and Servicing Agreements	S-51
Servicing the Receivables	S-51
Accounts	S-52
Advances	S-52
Servicing Compensation and Expenses	S-52
Waiver of Past Events of Servicing Termination	S-52
Optional Purchase of Receivables	S-53
Deposits to the Collection Account	S-53
Servicer Will Provide Information to Indenture Trustee	S-53
Description of the Trust Agreement	S-54
Description of the Indenture	S-54
Rights Upon Event of Default	S-54
Legal Proceedings	S-55
Material Federal Income Tax Consequences	S-55
ERISA Considerations	S-55
Underwriting	S-56
Legal Opinions	S-57
Glossary of Terms	S-58

Appendix A - Static Pool Information	A-1
Annex I – Global Clearance, Settlement and
Tax Documentation Procedures	A-I-1
Annex II – TALF Considerations	A-II-1
Annex III – Certification as to TALF Eligibility for Non-Mortgage-Backed ABS	A-III-1

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Reading These Documents

We provide information on the Notes in two documents that offer varying levels of detail:

Prospectus—provides general information, some of which may not apply to the Notes.

Prospectus Supplement—provides a summary of the specific terms of the Notes.

We suggest you read this prospectus supplement and the prospectus in their entirety. The prospectus supplement pages begin with “S-”.

We include cross-references to sections in these documents where you can find further related discussions. Refer to the Table of Contents in this prospectus supplement and in the prospectus to locate the referenced sections.

You should rely only on information on the Notes provided in this prospectus supplement and the prospectus. We have not authorized anyone to provide you with different information.

Capitalized terms used in this prospectus supplement are defined in the Glossary of Terms beginning on page S-58 of this prospectus supplement and the Glossary of Terms beginning on page 82 of the prospectus.

S-3

Transaction Illustration

(1)	The certificates do not have a principal balance.

(2)	Not being offered by this prospectus supplement.

S-4

Summary

This summary describes the main terms of the offering of the notes. This summary does not contain all of the information that may be important to you. To fully understand the terms of the offering of the notes, you will need to read both this prospectus supplement and the prospectus in their entirety.

Principal Parties

Issuing Entity

Mercedes-Benz Auto Receivables Trust 2009-1 is governed by an amended and restated trust agreement, dated as of ________, 2009, between the depositor and the owner trustee. The issuing entity will issue the notes and the certificates to the depositor as consideration for the transfer by the depositor to the issuing entity of a pool of receivables consisting of motor vehicle installment sales contracts and installment loans that the depositor purchased from DCFS USA LLC. The issuing entity will rely upon collections on the receivables and the funds on deposit in certain accounts to make payments on the notes. The issuing entity will be solely liable for the payment of the notes.

The notes will be obligations of the issuing entity secured by the assets of the issuing entity. The notes will not represent obligations of Daimler Retail Receivables LLC, DCFS USA LLC or any of their respective affiliates.

Sponsor, Servicer and Administrator

DCFS USA LLC

Depositor

Daimler Retail Receivables LLC, a wholly owned subsidiary of DCFS USA LLC.

Owner Trustee

Wilmington Trust Company will act as owner trustee of the issuing entity.

Indenture Trustee

U.S. Bank National Association will act as indenture trustee with respect to the notes.

Terms of the Securities

The Notes

The following classes of notes, sometimes referred to in this prospectus supplement as the offered notes, are being offered pursuant to this prospectus supplement:

Note Class	Aggregate Principal Amount	Interest Rate Per Annum	Final Scheduled Distribution Date
A-1	$__________	___%	_________, 20__
A-2	$__________	___%	_________, 20__
A-3	$__________	___%	_________, 20__
A-4	$__________	___%	_________, 20__

The issuing entity will also issue $__________ aggregate principal amount of ___% class B notes with a final scheduled distribution date of _________, 20__. The class B notes are not being offered by this prospectus supplement. These notes will not be purchased by the underwriters but will be transferred to the depositor on the closing date as partial consideration for the transfer of the receivables and related assets from the depositor to the issuing entity. Information presented in this prospectus supplement regarding the class B notes is provided solely for a better understanding of the offered notes. The depositor may, from time to time, offer the class B notes as more fully described under “Underwriting”.

Each class of notes with a lower alphabetical designation will be subordinated to each other class of notes with a higher alphabetical designation (i.e., A is higher than B). The notes will bear interest at the rates set forth above and interest will be calculated in the manner described below under “Interest Accrual”.

The notes will be issued in book-entry form in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof.

The Certificates

The issuing entity will issue Mercedes-Benz Auto Receivables Trust 2009-1 certificates to the depositor. The certificates are not being offered by this prospectus supplement. The certificates will not have a principal balance, and will not bear interest. All

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payments in respect of the certificates will be subordinated to payments on the notes.

Important Dates

Cutoff Date

The cutoff date with respect to the receivables transferred to the issuing entity on the closing date will be the close of business on or about ________, 2009.

Closing Date

The closing date will be on or about ________, 2009.

Distribution Dates

The 15th day of each month (or, if the 15th day is not a business day, the next succeeding business day). The first distribution date will be ________, 2009.

Record Dates

On each distribution date, the issuing entity will make payments to the holders of the notes as of the related record date. The record date will be the business day immediately preceding such distribution date or, if the notes have been issued in fully registered, certificated form, the last business day of the preceding month.

Interest Rates

The issuing entity will pay interest on each class of notes at the rate specified above under “Terms of the Securities—The Notes”.

Interest Accrual

Class A-1 Notes

“Actual/360”, accrued from and including the prior distribution date (or from and including the closing date, in the case of the first distribution date) to but excluding the current distribution date.

Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes

“30/360”, accrued from and including the distribution date of the prior calendar month (or from and including the closing date, in the case of the first distribution date) to but excluding the distribution date of the current calendar month (assuming each month has 30 days).

Interest Payments

On each distribution date, to the extent that funds are available, the noteholders of each class will receive accrued interest at the interest rate for that class. Interest payments on each class of class A notes will have the same priority. Each class of notes with a higher alphabetical designation will be entitled to receive certain payments of principal before interest payments are made on the classes of notes with a lower alphabetical designation.

Interest accrued but not paid on any distribution date will be due on the immediately succeeding distribution date.

If the notes are accelerated following the occurrence of an event of default under the indenture, the issuing entity will pay interest on the notes as described under “Description of the Notes—Priority of Distributions Will Change if the Notes Are Accelerated Following an Event of Default”.

For a more detailed description of the payment of interest, see “Description of the Notes—Payments of Interest” and “—Priority of Distributions Will Change if the Notes Are Accelerated Following an Event of Default”.

Principal Payments

On each distribution date, from the amounts allocated to the holders of the notes to pay principal described in clauses (5), (7) and (9) under “Priority of Distributions”, the issuing entity will pay principal of the notes in the following order of priority:

(1)	to the class A-1 notes until they have been paid in full;

(2)	to the class A-2 notes until they have been paid in full;

(3)	to the class A-3 notes until they have been paid in full;

(4)	to the class A-4 notes until they have been paid in full; and

(5)	to the class B notes until they have been paid in full.

If a distribution date is a final scheduled distribution date for one or more classes of notes, as specified above under “Terms of the Securities—The Notes”, all

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principal and interest with respect to such class of notes will be payable in full (if not previously paid).

If the notes are accelerated following the occurrence of an event of default under the indenture, the issuing entity will pay principal of the notes in the following order of priority:

(1)	to the class A-1 notes until they have been paid in full;

(2)	to the class A-2 notes, the class A-3 notes and the class A-4 notes, pro rata, until all classes of class A notes have been paid in full; and

(3)	to the class B notes until they have been paid in full.

For a more detailed description of the payment of principal, see “Description of the Notes—Payments of Principal”, “—Priority of Distributions Will Change if the Notes Are Accelerated Following an Event of Default”, “Application of Available Funds” and “Description of the Indenture—Rights Upon Event of Default”.

Priority of Distributions

On each distribution date prior to the occurrence of an event of default under the indenture and acceleration of the maturity of the notes, from available collections received on or in respect of the receivables during the related collection period and, with respect to the distributions described in clauses (1) through (7), amounts available for withdrawal from the reserve fund, the issuing entity will distribute the following amounts in the following order of priority:

(1)	the servicing fee for the related collection period plus any overdue servicing fees for one or more prior collection periods plus an amount equal to any nonrecoverable advances to the servicer;

(2)

if not previously paid, the fees and expenses of the trustees for the related collection period plus any overdue fees or expenses for one or more prior collection periods will be paid to the trustees pro rata; provided, however, that such fees and expenses may not exceed, in the aggregate, $100,000 per annum;

(3)	[net payments (excluding swap termination payments), if any, due to the swap counterparty under the interest rate swap agreement;]

(4)	[pro rata, (a)] the interest distributable amount for the class A notes, ratably to the holders of the class A notes [and (b) certain swap termination payments, if any, due to the swap counterparty under the interest rate swap agreement];

(5)

principal of the notes in an amount equal to the amount by which (a) the aggregate principal amount of the class A notes exceeds (b) the aggregate principal balance of the receivables as of the last day of the related collection period, to the noteholders in the priority described under “Principal Payments”;

(6)	the interest distributable amount for the class B notes to the holders of the class B notes;

(7)

principal of the notes in an amount equal to the amount by which (a) the aggregate principal amount of the class A notes and the class B notes exceeds (b) the aggregate principal balance of the receivables as of the last day of the related collection period, less the sum of any amounts allocated to pay principal under clause (5), to the noteholders in the priority described under “Principal Payments”;

(8)	the amount, if any, necessary to fund the reserve fund up to the required amount, into the reserve fund;

(9)

principal of the notes in an amount equal to the lesser of the aggregate principal amount of the notes and the amount by which the aggregate principal amount of the notes exceeds the aggregate principal balance of the receivables as of the last day of the related collection period, minus the target overcollateralization amount for that distribution date, described under “Credit Enhancement—Overcollateralization”, less any amounts allocated to pay principal under clauses (5) and (7), to the noteholders in the priority described under “Principal Payments”;

(10)	[any swap termination payments due to the swap counterparty under the interest rate swap agreement and not paid pursuant to clause (4)(b);]

(11)	if a successor servicer has replaced DCFS USA LLC as servicer, any unpaid transition expenses due in respect of the transfer of servicing and any additional servicing fees for the related collection period to the successor servicer;

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(12)	any fees and expenses due to the trustees, pro rata, that have not previously been paid as described in clause (2); and

(13)	any remaining amounts to the certificateholders.

For purposes of these distributions, on any distribution date the principal amount of a class of notes will be calculated as of the immediately preceding distribution date after giving effect to all payments made on such preceding distribution date, or, in the case of the first distribution date, as of the closing date.

All amounts distributed in respect of principal of the notes will be paid in the manner and priority described under “Principal Payments”.

[Swap termination payments payable pursuant to clauses (4)(b) and (10) are described in more detail under “Description of the Swap Agreements—Defaults Under the Swap Agreements”.]

In addition, if the sum of the amounts on deposit in the collection account and the reserve fund on any distribution date equals or exceeds the aggregate principal amount of the notes, accrued and unpaid interest thereon and certain amounts due to the servicer[, the swap counterparty”] and the trustees, all such amounts will be applied up to the amounts necessary to retire the notes and pay all amounts due to the servicer[, the swap counterparty] and the trustees.

If the notes are accelerated following the occurrence of an event of default under the indenture, the issuing entity will pay principal of and interest on the notes [, amounts due to the swap counterparty] and fees of the trustees and the servicer as described under “Description of the Notes—Priority of Distributions Will Change if the Notes Are Accelerated Following an Event of Default”.

For a more detailed description of the priority of distributions and the allocation of funds on each distribution date, see “Description of the Notes”[, “Description of the Swap Agreements”] and “Application of Available Funds—Priority of Distributions”.

Credit Enhancement

Credit enhancement for the notes generally will include the following:

Subordination of the Class B Notes

The class B notes will be subordinated to each class of class A notes. On each distribution date:

·	no interest will be paid on the class B notes until all interest due, and certain principal payments due, on each class of class A notes has been paid in full; and

·	no principal will be paid on the class B notes until all principal due on each class of class A notes has been paid in full.

The subordination of the class B notes is intended to decrease the risk of default by the issuing entity with respect to payments due to the more senior classes of notes.

Overcollateralization

Overcollateralization represents the amount by which the aggregate principal balance of the receivables exceeds the aggregate principal amount of the notes. Overcollateralization will be available to absorb losses on the receivables that are not otherwise covered by excess collections on or in respect of the receivables, if any. The initial amount of overcollateralization will be approximately ___% of the aggregate principal balance of the receivables as of the cutoff date. The application of funds as described in clause (9) of “Priority of Distributions” is designed to increase over time the amount of overcollateralization as of any distribution date to a target amount. The amount of target overcollateralization will be the greater of (i) ___% of the aggregate principal balance of the receivables as of the last day of the related collection period and (ii) 0.__% of the aggregate principal balance of the receivables as of the cutoff date.

Overcollateralization will be effected by paying an amount of principal on the notes on the first several distribution dates after the closing date that is greater than the principal of the receivables paid by obligors during that time.

Excess Spread

Excess spread is generally the excess of interest collections on the receivables over the various fees and expenses of the issuing entity, including the servicing fee[,] and interest payments on the notes [and any amounts due to the swap counterparty under the interest rate swap agreement]. Any excess spread will be applied on each distribution date to make

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principal amounts on the most senior class of notes to the extent necessary to reach the targeted amount of overcollateralization.

For a more detailed description of the use of excess spread as credit enhancement for the notes, see “Description of the Notes –Credit Enhancement—Excess Collections”.

Reserve Fund

On the closing date, the servicer will establish, in the name of the indenture trustee, a reserve fund into which certain amounts on the closing date and certain excess collections on or in respect of the receivables will be deposited. The reserve fund will afford noteholders limited protection against losses on the receivables. The reserve fund will be funded on the closing date with a deposit by the depositor of an amount equal to ___% of the aggregate principal balance of the receivables as of the cutoff date.

On each distribution date, the indenture trustee will deposit in the reserve fund, from amounts collected on or in respect of the receivables during the related collection period that are not used on that distribution date to make required payments to the servicer, the trustees and the noteholders, the amount, if any, by which (i) the amount required to be on deposit in the reserve fund on that distribution date exceeds (ii) the amount on deposit in the reserve fund on that distribution date.

Amounts on deposit in the reserve fund will be available to, among other things, (i) pay shortfalls in interest and certain principal payments required to be paid on the notes and (ii) reduce the principal amount of a class of notes to zero on or after its final scheduled distribution date.

On each distribution date, the indenture trustee will withdraw (or cause to be withdrawn) funds from the reserve fund, up to the amount on deposit therein, to the extent needed to make the following payments:

·	to the servicer, the servicing fee for the related collection period plus any overdue servicing fees for one or more prior collection periods plus an amount equal to any nonrecoverable advances;

·	to the trustees, all fees and expenses for the related collection period plus any overdue fees or expenses for one or more prior collection periods;

·	[to the swap counterparty, the monthly swap payment and certain swap termination payments;] and

to the noteholders, monthly interest and the amounts allocated to pay principal described in clauses (5) and (7) under “Priority of Distributions”, if any, required to be paid on the notes on that distribution date plus any overdue monthly interest due to any class of notes for the previous distribution date.

The amount required to be on deposit in the reserve fund on any distribution date will be an amount equal to the greater of (i) 0.__% of the aggregate outstanding principal balance of the receivables as of the last day of the related collection period and (ii) 0.__% of the aggregate principal balance of the receivables as of the cutoff date; provided, that the required amount (a) may not be greater than the aggregate principal amount of the notes and (b) will be zero if the aggregate principal balance of the receivables as of the last day of the related collection period is zero.

If the amount on deposit in the reserve fund on any distribution date exceeds the amount required to be on deposit therein, after giving effect to all required deposits to and withdrawals from the reserve fund on that distribution date, the excess will be paid to the certificateholders.

For a more detailed description of the deposits to and withdrawals from the reserve fund, see “Description of the Notes—Credit Enhancement—Reserve Fund”.

The various forms of credit enhancement described herein are intended to reduce the risk of payment default by the issuing entity. Available collections and certain funds available from credit enhancement will be applied in accordance with the priority set forth in “Application of Available Funds—Priority of Distributions” or following the occurrence of an event of default, set forth in “Description of the Notes—Priority of Distributions Will Change if the Notes Are Accelerated Following an Event of Default”. To the extent available collections and amounts in the reserve fund are insufficient to make all such distributions, such collections and amounts would be applied to the items having the then highest priority of distribution, in which case items having lower priority of distribution may not be paid, either in whole or in part.

[If applicable, disclose any other credit enhancement or cash flow support that is provided for in the base prospectus. Identify any

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enhancement or support provider in accordance with Items 1114(b) or 1115 of Regulation AB. Describe the protection or support provided and, if applicable, how losses not covered thereby will be allocated to the securities.]

[Prefunding]

[If applicable, insert disclosure describing (i) the term or duration of the prefunding period, (ii) the amount of proceeds to be deposited in the prefunding account, (iii) the percentage of the receivables pool and securities represented by the prefunding account, (iv) any limitation on the ability to add receivables to the receivables pool and (v) the requirements for receivables that may be added to the pool.]

Optional Prepayment

The servicer will have the option to purchase the receivables on any distribution date following the last day of a collection period as of which the aggregate principal balance of the receivables is 10% or less of the aggregate principal balance of the receivables as of the cutoff date. The purchase price will equal the aggregate principal balance of the receivables plus accrued and unpaid interest thereon; provided, however, that the purchase price must equal or exceed the aggregate principal amount of the notes, accrued and unpaid interest thereon and amounts due to the servicer[,] and the trustees [and all amounts due to the swap counterparty under the interest rate swap agreement]. The issuing entity will apply the payment of such purchase price to the payment of the notes in full and to pay amounts due to the servicer and the trustees.

It is expected that at the time this purchase option becomes available to the servicer only the class A-4 notes and class B notes will be outstanding.

For a more detailed description of this optional purchase right, see “Description of the Receivables Transfer and Servicing Agreements—Optional Purchase of Receivables”.

Events of Default

The events of default under the indenture will consist of the following:

·	a default in the payment of interest on any note of the controlling class for five or more days;

·	a default in the payment of the principal of any note on the related final scheduled distribution date;

a default in the observance or performance of any other material covenant or agreement of the issuing entity made in the indenture and such default not having been cured for a period of 60 days after written notice thereof has been given to the issuing entity by the depositor or the indenture trustee or to the issuing entity, the depositor and the indenture trustee by the holders of notes evidencing not less than 25% of the aggregate principal amount of the controlling class;

any representation or warranty made by the issuing entity in the indenture or in any certificate delivered pursuant thereto or in connection therewith having been incorrect in any material adverse respect as of the time made and such incorrectness not having been cured for a period of 30 days after written notice thereof has been given to the issuing entity by the depositor or the indenture trustee or to the issuing entity, the depositor and the indenture trustee by the holders of notes evidencing not less than 25% of the aggregate principal amount of the controlling class; and

·	certain events of bankruptcy, insolvency, receivership or liquidation of the issuing entity or its property as specified in the indenture.

For a more detailed description of the events of default under the indenture, see “The Indenture” in this prospectus supplement and in the prospectus.

Property of the Issuing Entity

General

The property of the issuing entity will include the following:

a pool of simple interest motor vehicle installment sales contracts and installment loans, with an aggregate principal balance as of the cutoff date of $____________, purchased by DCFS USA LLC from motor vehicle dealers in the ordinary course of business in connection with the sale of new and used motor vehicles or originated by DCFS USA in the ordinary course of business in connection with the purchase by a lessee of a leased Mercedes-Benz automobile and constituting tangible chattel paper;

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·	amounts received after the cutoff date on or in respect of the receivables transferred to the issuing entity on the closing date;

·	security interests in the vehicles financed under the receivables;

·	any proceeds from claims on insurance policies relating to the financed vehicles or the related obligors;

·	the receivable files;

·	funds on deposit in the collection account, the note payment account and the reserve fund;

·	all rights under the receivables purchase agreement with DCFS USA LLC, including the right to cause DCFS USA LLC to repurchase from the depositor receivables affected materially and adversely by breaches of its representations and warranties made in the receivables purchase agreement;

all rights under the sale and servicing agreement, including the right to cause the servicer to purchase receivables affected materially and adversely by breaches of the representations and warranties of DCFS USA LLC or certain servicing covenants of the servicer made in the sale and servicing agreement; and

·	any and all proceeds relating to the above.

The composition of the receivables as of the cutoff date was as follows:

Number of Receivables:	_______
Average Principal Balance:	$______
Average Original Balance:	$______
Weighted Average Contract Rate:	_____%
Contract Rate (Range):	______% to ______%
Weighted Average Original Term:	__ months
Original Term (Range):	__ months to __ months
Weighted Average Remaining Term(1):	__ months
Remaining Term (Range)(1):	__ months to __ months
Weighted Average FICO®(2)(3) Score:	______
FICO® Scores (Range)(3):	___ to ___

(1)	Based on the number of monthly payments remaining.

(2)	FICO® is a registered trademark of Fair Isaac & Co.

(3)	Reflects assigning those receivables without a FICO® score at the time of application, the minimum FICO® score of 300 for this calculation. The FICO® score with respect to any receivable with co-obligors is the higher of each obligor’s FICO® score at the time of application.

For a more detailed description of the receivables, see “The Receivables Pool”.

Servicing and Servicer Compensation

DCFS USA LLC’s responsibilities as servicer will include, among other things, collection of payments, realization on the receivables and the financed vehicles, selling or otherwise disposing of delinquent or defaulted receivables and monitoring the performance of the receivables. In return for its services, the issuing entity will be required to pay the servicer a servicing fee on each distribution date for the related collection period equal to the product of 1/12 of 1.00% and the aggregate principal balance of the receivables as of the first day of the related collection period (or as of the cutoff date in the case of the first distribution date).

The servicer will have the right to delegate any or all of its servicing duties to any of its affiliates or other third parties; provided, however, that it will remain obligated and liable for servicing the receivables as if it alone were servicing the receivables.

Ratings

It is a condition to the issuance of the offered notes that each class of offered notes shall have been assigned at least the following ratings:

	Rating
Note Class	Standard & Poor’s	Moody’s
A-1	A-1+	Prime-1
A-2	AAA	Aaa
A-3	AAA	Aaa
A-4	AAA	Aaa

A rating is not a recommendation to purchase, hold or sell the related offered notes, inasmuch as a rating does not comment as to market price or suitability for a particular investor. The ratings of the offered notes address the likelihood of the payment of principal of and interest on the offered notes according to their terms. A rating agency rating the offered notes may, in its discretion, lower or withdraw its rating in the future as to any class of offered notes.

Tax Status

Opinions of Counsel

In the opinion of Sidley Austin llp, for federal income tax purposes the offered notes will be characterized as

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debt if held by persons other than the beneficial owner of the equity in the issuing entity, and the issuing entity will not be characterized as an association (or a publicly traded partnership) taxable as a corporation.

Investor Representations

If you purchase offered notes, you agree by your purchase that you will treat the offered notes as indebtedness for federal income tax purposes.

For a more detailed description of the tax consequences of acquiring, holding and disposing of notes, see “Material Federal Income Tax Consequences” in this prospectus supplement and in the prospectus.

ERISA Considerations

The offered notes will generally be eligible for purchase by or with plan assets of employee benefit and other benefit plans and individual retirement accounts, subject to the considerations discussed under “ERISA Considerations” in this prospectus supplement and the prospectus. Each investing employee benefit or other benefit plan, and each person investing on behalf of or with plan assets of such a plan, will be deemed to make certain representations.

For a more detailed description of the ERISA considerations applicable to a purchase of the notes, see “ERISA Considerations” in this prospectus supplement and in the prospectus.

Eligibility for Purchase by Money Market Funds

The class A-1 notes will be structured to be eligible securities for purchase by money market funds under Rule 2a-7 under the Investment Company Act of 1940, as amended. A money market fund should consult its legal advisers regarding the eligibility of the class A-1 notes under Rule 2a-7 and whether an investment in such notes satisfies the fund’s investment policies and objectives.

TALF Eligibility

The class A-1 notes, the class A-2 notes, the class A-3 notes and the class A-4 notes will be structured to be, as of the closing date, “eligible collateral” for loans made by the Federal Reserve Bank of New York under the Term Asset-Backed Securities Loan Facility. The offered notes and the receivables will satisfy, as of the closing date, all applicable criteria for asset-backed securities relating to prime retail auto loans as specified in the TALF frequently asked questions available as of the date of this prospectus supplement and posted on the FRBNY’s website at www.newyorkfed.org. The weighted average life to maturity for each class of class A notes, which was calculated using a prepayment speed of 1.3% absolute prepayment model percentage in accordance with the TALF prepayment assumptions and the assumptions described under “Weighted Average Lives of the Notes”, is less than or equal to five years. See “TALF Considerations” for a discussion of receiving loans under TALF and for a discussion of the criteria for the class A notes to constitute “eligible collateral” and for the receivables acquired by the issuing entity to be considered “prime” retail auto loans (as such terms are defined pursuant to TALF) on the closing date, as well as a discussion of other relevant terms of TALF. In particular, each class of class A notes and the receivables will be required to meet the criteria set forth in paragraph 2 of the Certification as to TALF Eligibility for Non-Mortgage-Backed ABS attached as Annex III to this prospectus supplement and the sponsor and the issuing entity will certify to the FRBNY as to the matters set forth in the certification. An investor in the class A notes must use a TALF agent, which will act as an agent for the investor, to obtain a loan under TALF. If you want to obtain a loan under TALF, you should consult your legal and financial advisors regarding the advisability of obtaining a loan under TALF and the requirements of the TALF program, including whether you are an “eligible borrower” under TALF.

For a more detailed description of the requirements for “eligible collateral” under the TALF program, see “TALF Considerations” attached as Annex II to this prospectus supplement.

	Weighted Average Maturity		Rating as of the Closing Date
Note Class	at 1.3% ABS	CUSIP	Standard & Poor’s	Moody’s
A-1			A-1+	Prime-1
A-2			AAA	Aaa
A-3			AAA	Aaa
A-4			AAA	Aaa

For a more detailed description of the weighted average lives of the notes, see “Maturity and Prepayment Considerations—Weighted Average Lives of the Notes” in this prospectus supplement. For a more detailed description of the ratings of the notes, see “Summary of the Notes and the Transaction Structure—Ratings” in this prospectus supplement.

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As of the cutoff date, the weighted average FICO® score of the receivables, calculated by assigning those receivables without a FICO® score the minimum FICO® score of 300, is _____. Mercedes-Benz Auto Receivables Trust 2009-1 and DCFS USA LLC represent and warrant to the Federal Reserve Bank of New York and TALF LLC that the weighted average life to maturity for each of the class A-1 notes, the class A-2 notes, the class A-3 notes and the class A-4 notes was calculated in accordance with the TALF prepayment assumptions set forth in the TALF frequently asked questions available as of the date of this prospectus supplement and posted on the FRBNY’s website at www.newyorkfed.org.

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Risk Factors

You should consider the following risk factors (and the factors under “Risk Factors” in the prospectus) in deciding whether to purchase any of the notes. The following risk factors and those in the prospectus describe the principal risk factors of an investment in the notes.

Losses on the receivables may be affected disproportionately because of geographic concentration of receivables in	As of the cutoff date, the servicer’s records indicate that ______% of the aggregate principal balance of the receivables related to obligors with mailing addresses in ______. As of that date, no other state accounted for more than 10.0% of the aggregate principal balance of the receivables. If ______ experiences adverse economic changes, such as an increase in the unemployment rate, an increase in interest rates or an increase in the rate of inflation, obligors in ______ may be unable to make timely payments on their receivables and you may experience payment delays or losses on your notes. We cannot predict whether adverse economic changes or other adverse events will occur or to what extent those events would affect the receivables or repayment of your notes.

Some notes have greater risk because they are subordinate to other classes of notes	You may suffer a loss on your investment if payments of interest on or principal of your notes are subordinated to one or more other classes of notes. Both interest payments and principal payments on the notes will be subordinated to the servicing fee due to the servicer[,] and certain amounts owed to the trustees [and certain payments to the swap counterparty]. In addition, payments on the notes on each distribution date are subject to the following priorities:

	· no interest will be paid on the class B notes until all interest due, and certain principal payments due, on that distribution date on each class of class A notes has been paid in full; and

	· no principal will be paid on (i) any class of class A notes with a higher numeric designation until all principal due on any class of class A notes with a lower numeric designation has been paid in full and (ii) the class B notes until all principal due on the class A notes has been paid in full;

	provided, however, if the notes have been accelerated following the occurrence of an event of default under the indenture:

	· arising from the issuing entity’s breach of a covenant, representation or warranty, no interest will be paid on any class of notes until all interest due on each class of notes with a higher alphabetical designation has been paid in full and no principal will be paid on any class of notes until (i) all interest due has been paid in full and (ii) all principal on each class of notes with a higher alphabetical designation has been paid in full (with principal on the class A-1 notes being paid prior to principal on any other class of class A notes and thereafter to each class of class A notes pro rata);

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	or

	· other than an event of default arising from the issuing entity’s breach of a covenant, representation or warranty, no interest or principal will be payable on any class of notes until all interest due and principal on each class of notes with a higher alphabetical designation has been paid in full (with principal on the class A-1 notes being paid prior to principal on any other class of class A notes and thereafter to each class of class A notes pro rata).

	You may experience losses on your investment if available collections and amounts on deposit in the reserve fund are insufficient to protect your notes from losses on the receivables.

	For more information on interest and principal payments, see “Description of the Notes—Payments of Interest”, “—Payments of Principal”, “—Priority of Distributions Will Change if the Notes Are Accelerated Following an Event of Default’’ and “Application of Available Funds—Priority of Distributions”.

Payment priorities increase risk of loss or delay in payment to certain class A notes	Classes of notes that receive principal payments before other classes will be repaid more rapidly than the other classes. In addition, because the principal of each class of class A notes generally will be paid sequentially, classes of class A notes that have higher numerical class designations generally are expected to be outstanding longer and therefore will be exposed to the risk of losses on the receivables during periods after other classes of class A notes have been receiving most or all amounts payable on their notes, and after which a disproportionate amount of credit enhancement may have been applied and not replenished.

	If an event of default under the indenture has occurred and the notes have been accelerated, note principal payments and amounts that would otherwise be payable to the holders of the certificates will be paid first to the class A-1 notes until they have been paid in full, then pro rata to the other classes of class A notes based upon the outstanding principal amount of each such class and then to the class B notes. As a result, in relation to the class A-1 notes, the yields of the class A-2 notes, the class A-3 notes and the class A-4 notes will be relatively more sensitive to losses on the receivables and the timing of such losses. If the actual rate and amount of losses exceeds historical levels, and if amounts in the reserve fund are insufficient to cover the resulting shortfalls, the yield to maturity on your notes may be lower than anticipated and you could suffer a loss.

	For more information on interest and principal payments, see “Description of the Notes—Payments of Interest” and “—Payments of Principal”.

Prepayments, potential losses and changes in the order of priority of distributions following an indenture event of default could adversely affect your investment	If the notes have been accelerated following the occurrence of an event of default under the indenture consisting of a default in the payment of interest

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	on the controlling class (which will be the class or classes of outstanding notes with the highest alphabetical designation), a default in the payment of principal of any note on its final scheduled distribution date or an insolvency of the issuing entity, the issuing entity will not make any distributions of principal or interest on a class of notes until all interest due on and principal of each class of notes with a higher alphabetical designation has been paid (which, in the case of principal payments on the class A notes, will be made first to the class A-1 notes until they have been paid in full and then pro rata to the other classes of class A notes based upon the outstanding principal amount of each such class). If the notes have been accelerated following the occurrence of an event of default under the indenture consisting of a breach by the issuing entity of a covenant, representation or warranty, the issuing entity will not make any distributions of interest on a class of notes until all interest due on each class of notes with a higher alphabetical designation has been paid and, after payment of all such interest, the issuing entity will not make any distributions of principal of that class of notes until all principal of each class of notes with a higher alphabetical designation has been paid (with principal on the class A-1 notes being paid prior to principal on any other class of class A notes and thereafter to each class of class A notes pro rata).

	If the maturity dates of the notes have been accelerated following the occurrence of an event of default and the indenture trustee determines that the future collections on the receivables would be insufficient to make payments on the notes, the indenture trustee may, or acting at the direction of the holders of 66⅔% of the aggregate principal amount of notes of the controlling class (which will be the class or classes of outstanding notes with the highest alphabetical designation), shall, sell the receivables and prepay the notes. If the maturity dates of the notes have been accelerated following a default in the payment of any interest on any note of the controlling class, or a default in the payment of the principal of any note on its final scheduled distribution date, the indenture trustee may, or acting at the direction of the holders of 51% of the aggregate principal amount of notes of the controlling class, shall, sell the receivables and prepay the notes. Generally, the holders of the notes that are not part of the controlling class will not have any right to direct the indenture trustee or to consent to any action until the holders of the notes of the controlling class have been paid in full. If principal is repaid to any holder of the notes earlier than expected, such holder may not be able to reinvest the prepaid amount at a rate of return that is equal to or greater than the rate of return on such holder’s notes. A holder of notes also may not be paid the full principal amount of such holder’s notes if the assets of the issuing entity are insufficient to pay the principal amount of such holder’s notes.

	For more information on events of default, the rights of the noteholders following the occurrence of an event of default and payments after an acceleration of the notes following the occurrence of an event of default, see “The Indenture—Events of Default” in the prospectus and “Description of the Indenture—Rights Upon Event of Default” and “Description of the Notes—Priority of Distributions Will Change if the Notes Are Accelerated Following an Event of Default” in this prospectus supplement.

You may suffer losses because you have limited control over actions of the issuing entity and conflicts between classes

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of notes may occur	If an event of default under the indenture has occurred, the indenture trustee may, and at the direction of a specified percentage of the notes of the controlling class (which will be the class or classes of outstanding notes with the highest alphabetical designation) will, take one or more of the actions to be specified in the indenture relating to the property of the issuing entity. Furthermore, the holders of a majority of the notes of the controlling class, or the indenture trustee acting on behalf of the holders of the notes of the controlling class, under certain circumstances, have the right to waive an event of servicing termination or to terminate the servicer without consideration of the effect such waiver or termination would have on the holders of the other classes of notes.

	Furthermore, the holders of the class B notes will have only limited rights to direct remedies under the indenture and will not have the ability to waive an event of servicing termination or to terminate the servicer until each class of notes with a higher alphabetical designation has been paid in full.

	For more information on the rights of the noteholders with respect to events of servicing termination, see “Description of the Receivables Transfer and Servicing Agreements—Events of Servicing Termination”, “—Rights Upon Event of Servicing Termination” and “—Waiver of Past Events of Servicing Termination” in the prospectus.

Adverse economic conditions in the United States could adversely affect the market value of your notes	Recently, the United States has experienced a period of economic slowdown and a recession that may adversely affect the performance and market value of your notes. Continued rising unemployment, further decreases in home values and continued lack of availability of credit may lead to increased default rates. This period may be accompanied by decreased consumer demand for automobiles and declining values of automobiles securing outstanding automobile loan contracts, which weakens collateral coverage and increases the amount of a loss in the event of default. Significant increases in the inventory of used automobiles during periods of economic recession may also depress the prices at which repossessed automobiles may be sold or delay the timing of these sales.

	Delinquencies and losses with respect to automobile loans generally have increased in recent months and may continue to increase. These increases in delinquencies and losses may be related to the weakness in the residential housing market where increasing numbers of individuals have defaulted on their residential mortgage loans. If the economic downturn worsens, or continues for an extended period of time, delinquencies and losses on the receivables could continue to increase, which could result in losses on your notes.

Financial market disruptions and a lack of liquidity in the secondary market could adversely affect the market value of your notes and/or limit your ability to resell your notes	Recent and continuing events in the global financial markets, including the failure, acquisition or government seizure of several major financial institutions, the establishment of government initiatives such as the

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	government bailout programs for financial institutions and assistance programs designed to increase credit availability, support economic activity and facilitate renewed consumer lending, problems related to subprime mortgages and other financial assets, the devaluation of various assets in secondary markets, the forced sale of asset-backed and other securities as a result of the deleveraging of structured investment vehicles, hedge funds, financial institutions and other entities and the lowering of ratings on certain asset-backed securities, have caused, or may cause, a significant reduction in liquidity in the secondary market for asset-backed securities, which could adversely affect the market value of your notes and/or limit your ability to resell your notes.

The requirements of the TALF program and any change in the initial TALF eligibility of the offered notes may adversely affect your notes	The class A-1 notes, the class A-2 notes, the class A-3 notes and the class A-4 notes will be structured to be, as of the closing date, eligible collateral for loans made by the Federal Reserve Bank of New York under the Term Asset-Backed Securities Loan Facility. We cannot assure you that these notes will remain eligible collateral for TALF loans or that you will be able to borrow any funds under TALF. After the closing date, certain events beyond our control, such as changes to the eligibility criteria by the FRBNY or a rating agency withdrawing or downgrading the rating assigned to a class of offered notes or placing that rating on review or watch for downgrade, may cause the affected notes to become ineligible as collateral for TALF loans. Such action would cause the affected notes to become ineligible as collateral for new TALF loans. This ineligibility may continue and may adversely affect the liquidity or market value of your notes.

	To be considered eligible collateral under TALF a class of notes must, at the time the TALF loan is made, be rated in the highest investment-grade rating from at least two of Standard & Poor’s, Moody’s and Fitch (i.e., either a short-term rating of, A-1+, Prime-1 and F1+ respectively, or a long-term rating of AAA, Aaa or AAA respectively), and must not have a rating lower than the highest investment-grade rating or have a rating that has been placed on watch for downgrade by any of these rating agencies. The withdrawal, downgrade or placement of a downgrade watch upon the rating assigned to a class of offered notes subsequent to the closing date would cause such class of offered notes to no longer be eligible collateral under TALF. A rating on a class of the offered notes represents the opinion only of the assigning rating agency and we cannot assure you that a rating will remain for any given period of time or that the rating agency will not lower, withdraw or qualify its rating if, in its judgment, circumstances in the future so warrant. See “Risk Factors—Ratings of the securities are limited and may be reduced or withdrawn” in the prospectus. As discussed above under “—Adverse economic conditions in the United States could adversely affect the market value of your notes”, under the current economic downturn, delinquencies and losses with respect to automobile loans generally have increased in recent months. If the receivables were to experience delinquencies and losses at a rate higher than that currently assumed by a rating agency, that factor could cause the rating agency to take one of the actions described above with respect to the offered notes which would cause the offered notes to no longer be eligible collateral for loans under TALF.

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	The TALF program is new, and its effect on the secondary market for asset-backed securities is unknown. The FRBNY has expressly reserved the right to change the terms of the TALF program from time to time. Any change with respect to the terms of the TALF program may adversely affect the liquidity or market value of your notes.

	The TALF program is currently scheduled to cease making new loans on March 31, 2010. If you obtain a TALF loan secured by your notes, the loan may be assigned only with the consent of the FRBNY, and no consents will be given after March 31, 2010 except in certain limited circumstances. Restrictions on the assignment of existing TALF loans and, if the TALF program is not extended, the unavailability of new TALF loans after March 31, 2010 may adversely affect the liquidity and/or market value of your notes.

	In order to obtain a TALF loan secured by your notes, you must deliver and pledge the notes as collateral at the time of the loan settlement date and your notes will thereby be encumbered for so long as your TALF loan is outstanding. A TALF loan is a non-recourse loan which exposes you to risk of loss with respect to the TALF haircut (i.e., the difference between the purchase price of the securities pledged as collateral and the principal balance of the relevant TALF loan). In addition, notwithstanding the foregoing, the FRBNY will have recourse to you if you do not meet the criteria for an eligible borrower under TALF, or if you knowingly obtain a TALF loan with assets that are not “eligible collateral” under TALF. If the outstanding amount of the loan is not repaid on or before the loan’s three-year maturity date, you must repay the outstanding amount on that date or surrender your notes to the FRBNY without compensation for the unamortized TALF-imposed haircut amount. Because the rate of principal payments on each class of notes depends primarily on the rate of payment on the receivables, the final payment on your notes could occur later than the maturity date of the TALF loan. If your notes remain outstanding on the maturity date of the TALF loan and you are unable to repay the outstanding amount of the TALF loan, you may experience losses with respect to your notes.

	Under TALF, subject to the program terms and conditions, the FRBNY may make loans secured by eligible asset-backed securities to eligible borrowers, generally on a non-recourse basis. However, the FRBNY is under no obligation to extend credit to investors requesting TALF loans. The FRBNY has expressly reserved the right to change the terms and conditions of TALF from time to time, including the size of the program, pricing, loan maturity, collateral haircut amounts, and asset and borrower eligibility requirements. The availability of TALF financing may, subject to market conditions, add liquidity to your notes in a secondary market or enable you to finance an investment in the notes at a lower cost than you would otherwise have been able to obtain. Conversely, if your notes lose their eligibility for TALF financing, even if you do not intend to utilize such financing, the liquidity and value of the notes in the secondary market could be adversely affected. If you intend to obtain a TALF loan to finance your investment but are unable to do so, you may have limited alternative financing options and your expected return on your investment in your notes may be significantly reduced.

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	A potential investor holding eligible collateral must, among other things, comply with the terms, conditions and deadlines of TALF, satisfy certain eligibility requirements and enter into arrangements with a TALF agent that will act as an agent for the investor in connection with the related TALF loan.

	See “Risk Factors—You may have difficulty selling your securities or obtaining your desired price” in the prospectus.

	This prospectus supplement does not describe all of the requirements of the TALF program or the associated risks of obtaining loans under TALF. If you want to obtain a loan under TALF, you should consult your legal and financial advisors regarding the advisability of obtaining a loan under TALF and the requirements of the TALF program, including whether you are an “eligible borrower” under TALF.

	For more information regarding the requirements for “eligible collateral” under the TALF program, see “TALF Considerations” attached as Annex II to this prospectus supplement.

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The Issuing Entity

Limited Purpose and Limited Assets

The Depositor formed Mercedes-Benz Auto Receivables Trust 2009-1, a Delaware statutory trust, on ________, 2009. The Issuing Entity will not engage in any activity other than:

acquiring, holding and managing the assets of the Issuing Entity, including the Receivables, and the proceeds of those assets;

issuing the Notes and Certificates;

using (or permitting the Depositor to use) the proceeds of the sale of the Notes to (i) fund the Reserve Fund, (ii) pay the organizational, start-up and transactional expenses of the Issuing Entity and (iii) pay the balance to the Depositor;

paying interest on and principal of the Notes to the Noteholders and any excess collections to the Certificateholder; and

engaging in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith.

If the various protections provided to the Noteholders by the subordination of the Class B Notes and the Reserve Fund are insufficient, the Issuing Entity will have to rely solely upon payments by obligors under the Receivables and the proceeds from the repossession and sale of Financed Vehicles that secure Defaulted Receivables to make payments on the Notes. In connection with the exercise of remedies in relation to Defaulted Receivables, various factors, such as the Issuing Entity not having perfected security interests in the Financed Vehicles in all states or state and federal laws protecting defaulting consumers from repossession of their vehicles, may affect the Servicer’s ability to repossess and sell the collateral securing such Defaulted Receivables, and thus may reduce the proceeds which the Issuing Entity can distribute to Noteholders. See “Material Legal Issues Relating to the Receivables” in the prospectus.

The Issuing Entity’s principal offices are in care of Wilmington Trust Company, as Owner Trustee, at 1100 North Market Street, Wilmington, Delaware 19890-1605, Attention: Corporate Trust Administration. The Issuing Entity’s fiscal year ends on December 31.

Capitalization

The following table illustrates the expected capitalization of the Issuing Entity as of the Closing Date, as if the issuance and sale of the Notes had taken place on such date:

Class A-1 Notes		$
Class A-2 Notes
Class A-3 Notes
Class A-4 Notes
Class B Notes
Total		$

The Issuing Entity will not issue any debt other than the Notes or issue any securities other than the Notes and the Certificates, except that the Depositor may exchange all or a portion of the Certificates or its residual interest for additional notes or certificates issued by the Issuing Entity upon certain conditions, as described in the Prospectus under “Description of the Receivables Transfer and Servicing Agreements—Residual Interest; Issuance of Additional Securities”.

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The Owner Trustee

Wilmington Trust Company will be the Owner Trustee under the Trust Agreement. The Owner Trustee is a Delaware banking corporation with trust powers and was incorporated in 1903. The principal place of business of the Owner Trustee is located at 1100 North Market Street, Wilmington, Delaware 19890-1605, Attention: Corporate Trust Administration. The Owner Trustee has served as owner trustee in numerous asset-backed securities transactions involving auto receivables.

The Owner Trustee is subject to various legal proceedings that arise from time to time in the ordinary course of business. The Owner Trustee does not believe that the ultimate resolution of any of these proceedings will have a materially adverse effect on its services as Owner Trustee.

Other than the previous two paragraphs, the Owner Trustee has not participated in the preparation of, and is not responsible for, any other information contained herein.

The Depositor, DCFS USA, the Servicer and their respective affiliates may maintain normal commercial banking relations with the Owner Trustee and its affiliates. The Owner Trustee will have the rights and duties set forth in the prospectus under “The Trustees—The Owner Trustee”.

The Receivables Pool

General

The Issuing Entity will own a pool of Receivables consisting of motor vehicle installment sales contracts and installment loans purchased by DCFS USA from Dealers or originated by DCFS USA in connection with the purchase by lessees of leased Mercedes-Benz automobiles, and secured by security interests in the motor vehicles financed by those contracts or loans. DCFS USA will sell the Receivables to the Depositor on the Closing Date pursuant to the Receivables Purchase Agreement. The Depositor will transfer the Receivables to the Issuing Entity on the Closing Date pursuant to the Sale and Servicing Agreement. The property of the Issuing Entity will include, among other things, payments on the Receivables that are made after the Cutoff Date. No expenses incurred in connection with the selection and acquisition of the Receivables are payable from the proceeds of the issuance of the Notes. All of the Receivables constitute tangible chattel paper and none of the Receivables are in electronic format.

Selection of Receivables

General. The Receivables were or will be selected from DCFS USA’s portfolio for inclusion in the pool by several criteria, some of which are set forth in the prospectus under “The Receivables Pools”. These criteria include the requirement that each Receivable:

was originated in the United States of America;

is secured by a new or used automobile, sport utility vehicle, smart fortwo microcar or minivan;

had an original principal balance of not more than $________ and, as of the Cutoff Date, a remaining principal balance of not less than $_____;

had an original term to maturity of not more than __ months and not less than __ months and, as of the Cutoff Date, a remaining term to maturity (based on number of remaining monthly payments) of not more than __ months and not less than _____ months;

provides for the allocation of payments to interest and principal based on the simple interest method;

has a Contract Rate of at least ____% and not more than ____%;

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provides for level scheduled monthly payments that fully amortize the amount financed over its original term to maturity (except that the period between the contract date and the first payment date may be less than or greater than one month and except for the first and last payments, which may be minimally different from the level payments);

as of the Cutoff Date, is not delinquent by more than 30 days;

as of the Cutoff Date, is not secured by a Financed Vehicle that has been repossessed;

as of the Cutoff Date, does not relate to an obligor who is the subject of a bankruptcy proceeding;

is evidenced by only one original contract; and

was not selected using selection procedures believed by DCFS USA to be adverse to the Noteholders.

[According to Item 1107(j) of Regulation AB, if expenses incurred in connection with the selection and acquisition of the pool assets are to be payable from offering proceeds, disclose the amount of such expenses.]

In addition, the Receivables were selected in order to comply with the TALF requirement that 85% or more of the dollar amount of the Receivables were originated on or after October 1, 2007.

Additional Information. [No Receivable had an advance rate higher than 100%.] [The Receivables at origination had advance rates ranging between __% and 1__% for new vehicles and ranging between __% and 1__% for pre-owned vehicles.] The advance rate for new vehicle loans is calculated as the original loan principal amount divided by the manufacturer's suggested retail price at the time of origination. The advance rate for pre-owned vehicle loans is calculated as the original loan principal amount divided by the retail book value at the time of origination as set forth in the then-current edition of the National Automotive Dealers Associated Used Car Guide or the Kelly Blue Book.

[Provide delinquency information necessary to comply with Items 1111(c) and 1100(b) of Regulation AB.] [As of the Cutoff Date, none of the Receivables was ever more than 30 days delinquent.]

[The following table provides historical delinquency information for the Receivables.]

Number of Times 31-60 Days Delinquent	Number of Receivables	Percentage of Total Number of Receivables	Principal Balance as of the Cutoff Date	Percentage of Cutoff Date Pool Balance
Never		%	$	%
Once
Twice
Three or More
Total		%	$	%

Number of Times 61-90 Days Delinquent	Number of Receivables	Percentage of Total Number of Receivables	Principal Balance as of the Cutoff Date	Percentage of Cutoff Date Pool Balance
Never		%	$	%
Once
Twice
Three or More
Total		%	$	%

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[No Receivable has been more than [90] days delinquent in the twelve months preceding the Cutoff Date.]

[Add information, including tabular information, regarding extensions, deferrals, modifications and workouts if Receivables for which the payment schedule has been extended, deferred, modified or worked out are included in the Receivables pool.]

Characteristics of the Receivables

The following tables set forth information with respect to the Receivables as of the opening of business as the Cutoff Date. The percentages below are calculated based on the outstanding Principal Balance of the Receivables on the Cutoff Date. The percentages may not add to 100.00% due to rounding.

Composition of the Receivables

as of the Cutoff Date

Aggregate Principal Balance	$__________
Percentage of Cutoff Date Pool Balance	___%
Number of Receivables	_____
Percentage of Receivables	___%
Average Principal Balance	$__________
Average Original Balance	$__________
Weighted Average Contract Rate	%
Contract Rate (Range)	___% - ___%
Weighted Average Original Term	___ months
Original Term (Range)	__months - __ months
Weighted Average Remaining Term(1)	___ months
Remaining Term (Range)(1)	__months - __ months
Weighted Average FICO® Score(2)	_____
Range of FICO® Scores(2)	____ to ____

(1)	Based on the number of monthly payments remaining as of the Cutoff Date.

(2)	Reflects assigning those Receivables without a FICO® score at the time of application the minimum FICO® score of 300 for this calculation. The FICO® score with respect to any Receivable with co-obligors is the higher of each obligor’s FICO® score at the time of application.

As of the Cutoff Date, the weighted average FICO®1 score assigned to the Receivables is ___. Based on Cutoff Date Pool Balance, ___% of the Receivables were assigned FICO® scores between ___ and ___, ___% were assigned FICO® scores greater than ___ and ___% were assigned FICO® scores less than ___ and greater than or equal to ___. All Receivables were assigned a FICO® score. A FICO® score is a measurement determined by Fair Isaac Corporation using information collected by the major credit bureaus to assess credit risk. Data from an independent credit reporting agency, such as a FICO® score, is one of several factors that may be used by DCFS USA in its credit scoring system to assess the credit risk associated with each applicant. See “The Sponsor and Servicer—Underwriting” in the prospectus. FICO® scores are intended to show the likelihood that an individual might default on a debt based on past credit history. An individual’s credit history may not reliably predict his or her future creditworthiness. Additionally, the reliability of the credit scoring the FICO® scores provide is limited by the accuracy of the data contained within the credit bureau files. Accordingly, FICO® scores should not necessarily be relied upon as a meaningful predictor of the performance of the Receivables.

* FICO® is a federally registered service mark of Fair Isaac Corporation.

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Distribution of the Receivables by Original Term to Maturity

as of the Cutoff Date(1)

Original Term Range	Number of Receivables	Percentage of Total Number of Receivables	Principal Balance as of the Cutoff Date	Percentage of Cutoff Date Pool Balance
1 month to 12 months		%	$	%
13 months to 24 months
25 months to 36 months
37 months to 48 months
49 months to 60 months
61 months to 66 months
67 months to 72 months
Total		%	$	%

Distribution of the Receivables by Remaining Term to Maturity

as of the Cutoff Date(1)

Remaining Term Range	Number of Receivables	Percentage of Total Number of Receivables	Principal Balance as of the Cutoff Date	Percentage of Cutoff Date Pool Balance
1 month to 12 months		%	$	%
13 months to 24 months
25 months to 36 months
37 months to 48 months
49 months to 60 months
61 months to 66 months
67 months to 72 months
Total		%	$	%

(1)	Based on the number of monthly payments remaining as of the Cutoff Date.

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Distribution of the Receivables by State of Obligor Mailing Address

as of the Cutoff Date

Obligor Mailing Address	Number of Receivables	Percentage of Total Number of Receivables	Principal Balance as of the Cutoff Date	Percentage of Cutoff Date Pool Balance
California		%	$	%
Texas
North Carolina
Arizona
New York
Georgia
Washington
Nevada
Florida
Pennsylvania
New Jersey
Virginia
Colorado
Oregon
South Carolina
Illinois
Maryland
Idaho
Minnesota
Wisconsin
Michigan
Utah
Ohio
Missouri
Montana
Wyoming
Other (1)
Total		%	$	%

(1)	Each state included in the “Other” category in the distribution by state of obligor mailing address table accounted for less than 1.00% of the Cutoff Date Pool Balance.

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Distribution of the Receivables by Financed Vehicle Model Year

as of the Cutoff Date

Model Year	Number of Receivables	Percentage of Total Number of Receivables	Principal Balance as of the Cutoff Date	Percentage of Cutoff Date Pool Balance
2000 or earlier		%	$	%
2001
2002
2003
2004
2005
2006
2007
2008
2009
Total		%	$	%

Distribution of the Receivables by Contract Rate

as of the Cutoff Date

Contract Rate Range	Number of Receivables	Percentage of Total Number of Receivables	Principal Balance as of the Cutoff Date	Percentage of Cutoff Date Pool Balance
3.001% to 4.000%		%	$	%
4.001% to 5.000%
5.001% to 6.000%
6.001% to 7.000%
7.001% to 8.000%
8.001% to 9.000%
9.001% to 10.000%
10.001% to 11.000%
11.001% to 12.000%
Total		%	$	%

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Distribution of the Receivables by Original Principal Balance

as of the Cutoff Date

Original Principal Balance	Number of Receivables	Percentage of Total Number of Receivables	Principal Balance as of the Cutoff Date	Percentage of Cutoff Date Pool Balance
$0.01 to $5,000.00		%	$	%
$5,000.01 to $10,000.00
$10,000.01 to $15,000.00
$15,000.01 to $20,000.00
$20,000.01 to $25,000.00
$25,000.01 to $30,000.00
$30,000.01 to $35,000.00
$35,000.01 to $40,000.00
$40,000.01 to $45,000.00
$45,000.01 to $50,000.00
$50,000.01 to $55,000.00
$55,000.01 to $60,000.00
$60,000.01 to $65,000.00
$65,000.01 to $70,000.00
$70,000.01 to $75,000.00
$75,000.01 to $80,000.00
$80,000.01 to $85,000.00
$85,000.01 to $90,000.00
$90,000.01 to $95,000.00
$95,000.01 to $100,000.00
$100,000.01 to $105,000.00
$105,000.01 to $115,000.00
$115,000.01 to $120,000.00
Total		%	$	%

Distribution of the Receivables by Model

Model Type	Number of Receivables	Percentage of Total Number of Receivables	Principal Balance as of the Cutoff Date	Percentage of Cutoff Date Pool Balance
C Class		%	$	%
E Class
M Class
GLK
GL
R Class
Smart fortwo microcar
Maybach
Other MB
Non-MB
Total		%	$	%

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Distribution of the Receivables by Remaining Principal Balance

as of the Cutoff Date

Remaining Principal Balance	Number of Receivables	Percentage of Total Number of Receivables	Principal Balance as of the Cutoff Date	Percentage of Cutoff Date Pool Balance
$0.01 to $5,000.00		%	$	%
$5,000.01 to $10,000.00
$10,000.01 to $15,000.00
$15,000.01 to $20,000.00
$20,000.01 to $25,000.00
$25,000.01 to $30,000.00
$30,000.01 to $35,000.00
$35,000.01 to $40,000.00
$40,000.01 to $45,000.00
$45,000.01 to $50,000.00
$50,000.01 to $55,000.00
$55,000.01 to $60,000.00
$60,000.01 to $65,000.00
$65,000.01 to $70,000.00
$70,000.01 to $75,000.00
$75,000.01 to $80,000.00
$80,000.01 to $85,000.00
$85,000.01 to $90,000.00
$90,000.01 to $95,000.00
$95,000.01 to $100,000.00
$100,000,01 to $115,000.00 ..
$115,000.01 to $120,000.00
Total		%	$	%

[To the extent any material pool characteristic of the final pool of Receivables at the time of issuance of the Notes differs by 5% or more from the description of the pool disclosed in this prospectus supplement and to the extent required by the rules and regulations of the SEC, information regarding the final pool will be included in a Form 8-K filed after the issuance of the Notes.]

[Prefunding Period]

[On the closing date, $_________ will be deposited into a segregated prefunding account which represents ___% of the asset pool. Following the closing date, and continuing until __________, commonly referred to as a prefunding period, the Issuing Entity will have the ability to purchase additional Receivables from the depositor to the extent there are sufficient funds on deposit in the related prefunding account. If all of the monies originally deposited in the segregated account are not used by the end of the specified period, all remaining monies will be applied as a mandatory prepayment of the Class ___ Notes. [Any limits on the ability of the sponsor or depositor to add assets and the requirements for assets to be added to the pool to be specified] [such events to be specified as applicable]

[The prefunding period may terminate prior to the end of the specified period and result in earlier than expected principal repayment of the Class __ Notes upon the occurrence of the following events: [List early termination events]]

Static Pool Data

DCFS USA is the present-day successor to a portion of the Mercedes-Benz Financial operations of DaimlerChrysler Financial Services Americas LLC and was created on March 16, 2007 in connection with the sale

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of the Chrysler Group. DCFSA operated three business divisions: Chrysler Financial, which financed Chrysler vehicles (primarily Chrysler, Dodge and Jeep brands), Mercedes-Benz Financial, which financed Mercedes-Benz vehicles, and Daimler Truck Financial, which financed Daimler commercial vehicles (primarily Freightliner and Western Star trucks). For more information on the securitization programs of DCFS USA and its predecessors, see “The Sponsor and Servicer—Overview” in the prospectus.

In connection with the November 1998 merger of Daimler-Benz AG and Chrysler Corporation, DCFSA acquired the Chrysler Financial computer systems, and all data relating to the financing of Mercedes-Benz and Daimler vehicles was transferred over time onto Chrysler Financial’s computer system. This transfer was completed in December 2003 and the Mercedes-Benz Financial computer system was then terminated. Information for each DCFSA division was separately maintained to enable the divisions to be run as individual entities.

On August 3, 2007, DaimlerChrysler AG transferred its interest in the Chrysler Group and DCFSA to Chrysler Holding LLC, a newly formed limited liability company, in which Daimler retained a 19.9% interest and an affiliate of the private equity firm Cerberus Capital Management LLP acquired an 80.1% interest. In contemplation of this transfer, DCFSA transferred its Daimler operations (consisting of the Mercedes-Benz retail, Daimler commercial vehicle and dealer financing portfolios) to DCFS USA. DCFS USA created its own computerized data management system, independent of the DCFSA computer system, which was completed in April 2008.

DCFSA and its Chrysler predecessors have regularly securitized motor vehicle installment sales contracts and installment loans for Chrysler vehicles and Chrysler dealer floorplan loans through a well-established retail securitization program. From 1993 until 1998, MBCC sponsored six public securitizations of pools comprised of either Mercedes-Benz motor vehicle installment sales contracts or a combination of Mercedes-Benz retail and Freightliner commercial motor vehicle installment sales contracts. The last of these transactions was paid in full in 2002, and MBCC did not sponsor any additional term securitizations.

Chrysler Financial maintained comprehensive static pool data as a result of the reporting requirements applicable to its securitization program. Mercedes-Benz Financial maintained static pool credit loss analyses on the basis of quarterly receivable acquisitions for financial reporting and risk management purposes. This quarterly static pool credit loss information was transferred from DCFSA’s computer system to the new DCFS USA computer system upon its completion in the spring of 2008, and the old DCFSA computer system, as it related to the financing of Mercedes-Benz and Daimler motor vehicles, was terminated. DCFS USA will present static pool credit loss information based on year of receivable purchase, beginning with 2004.

Mercedes-Benz Financial had always maintained its receivable delinquency data on a managed portfolio basis (i.e., by grouping pools of acquired contracts together and following their performance throughout their entire lives, calculated on the basis of the aggregate portfolio receivables balance) rather than a static pool basis (i.e., calculated on the original amount financed of each receivable). Because Mercedes-Benz Financial’s securitization program terminated in 2002, and DCFS USA and its Mercedes-Benz Financial predecessors did not subsequently securitize motor vehicle installment sales contracts for Mercedes-Benz vehicles, there was no static pool delinquency and prepayment information relating to motor vehicle installment sales contracts and installment loans for Mercedes-Benz vehicles to transfer from DCFSA’s computer system to the new DCFS USA computer system.

Prior to the April 2008 completion of the DCFS USA computer system, the portfolio management system receivable level data retention policy of DCFS USA and its Mercedes-Benz Financial predecessors maintained yearly activity and year end details for seven years and month end details on a rolling 13 month basis. In accordance with this data retention policy, DCFS USA only has year end receivable level information since 2004 and month end receivable level details since April 2008. As a consequence, DCFS USA does not have delinquency and prepayment data on an individual receivable basis for any other month, and the estimated time and effort to attempt to reconstruct month end account level details for purposes of preparing static pool delinquency and prepayment information when only yearly activity is available is prohibitively expensive. Therefore, DCFS USA can only present monthly static pool net credit loss ratios relating to motor vehicle installment sales contracts and installment loans for Mercedes-Benz vehicles since January 2004.

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Static pool information is included as Appendix A to this prospectus supplement. The static pool data relates to vintage originations by year by DCFS USA and its Mercedes-Benz Financial predecessors. The vintage originations include substantially all motor vehicle installment sales contracts and installment loans originated or purchased by such entities to finance the retail purchase of Mercedes-Benz vehicles and, to a lesser extent, vehicles of other passenger car brands, during the relevant periods. Historical static pool data relating to delinquencies and prepayments is presented on an annual basis from 2004 through 2007 and from April 2008 on a monthly basis. Static pool data relating to net credit losses is presented on a monthly basis since January 2004. The information included in Appendix A is not deemed part of this prospectus supplement, the prospectus or the Registration Statement to which this prospectus supplement is a part to the extent that the static pool data relates to pools that were established before January 1, 2006. As set forth above, data for delinquencies and prepayments could not be obtained for periods more frequent than annual for the period from 2004 through 2007 due to the conversion and retention of data by DCFS USA from its predecessors. In addition, in some cases, the origination and underwriting standards relevant to the vintage pools included in Appendix A may differ somewhat from those used to originate the Receivables, because some of those pools were originated by DCFS USA’s predecessor entities. We cannot assure you that the prepayment, loss or delinquency history of the Receivables sold to the Issuing Entity will be comparable to the historical prepayment, loss or delinquency experience of any of the vintage pools included in Appendix A. In this regard, you should note how the characteristics of the receivables in those pools differ from the characteristics of the Receivables. Such differences, along with the varying economic conditions applicable to those pools, may make it unlikely that the Receivables will perform in the same way that any of those pools has performed.

Weighted Average Lives of the Notes

The following information is given solely to illustrate the effect of prepayments of the Receivables on the weighted average lives of the Notes under the stated assumptions and is not a prediction of the prepayment rate that might actually be experienced by the Receivables.

Prepayments on motor vehicle receivables can be measured relative to a prepayment standard or model. The model used in this prospectus supplement, the Absolute Prepayment Model, or “ABS”, represents an assumed rate of prepayment each month relative to the original number of receivables in a pool of receivables. ABS further assumes that all of the receivables are the same size and amortize at the same rate and that each receivable in each month of its life will either be paid as scheduled or be prepaid in full. For example, in a pool of receivables originally containing 10,000 receivables, a 1% ABS rate means that 100 receivables prepay each month. ABS does not purport to be an historical description of prepayment experience or a prediction of the anticipated rate of prepayment of any pool of assets, including the Receivables.

The rate of payment of principal of each class of Notes will depend on the rate of payment (including prepayments) of the Principal Balance of the Receivables. For this reason, final distributions in respect of the Notes could occur significantly earlier than their respective Final Scheduled Distribution Dates. The Noteholders will exclusively bear any reinvestment risk associated with early payment of their Notes.

The ABS Tables captioned “Percent of Initial Note Principal Amount at Various ABS Percentages” have been prepared on the basis of the following assumptions:

the Receivables prepay in full at the specified constant percentage of ABS monthly, with no defaults, losses or repurchases;

each scheduled monthly payment on the Receivables is made on the last day of each month and each month has 30 days, commencing ______ 2009;

payments on the Notes are made on each Distribution Date (and each Distribution Date is assumed to be the 15th day of the applicable month);

the initial principal amount of each Class of Notes is as set forth on the cover page of this prospectus supplement;

S-31

the interest rate on the (i) Class A-1 Notes is ______%, (ii) Class A-2 Notes is ______%, (iii) Class A-3 Notes is ______%, (iv) Class A-4 Notes is ______% and (v) Class B Notes is ______%;

all Notes except the Class A-1 Notes accrue interest on a 30/360 basis;

the Notes are purchased on ________, 2009;

no Event of Default occurs;

the initial amount on deposit in the Reserve Fund is $______, which will increase to the greater of (i) ______% of the Pool Balance as of the last day of each Collection Period and (ii) $______, but, in any case, not to exceed the Note Balance;

the initial amount of overcollateralization is approximately ___% of the Cutoff Date Pool Balance, and the amount of overcollateralization increases over time to an amount equal to, with respect to the __________, 20__ Distribution Date and each Distribution Date thereafter, ___% of the Pool Balance as of the last day of the related Collection Period, but not less than 0.__% of the Cutoff Date Pool Balance; and

the Servicer exercises its Optional Purchase Right on the earliest Distribution Date on which it is permitted to do so, as described in this prospectus supplement.

The ABS Tables indicate the projected weighted average life of each class of Notes and set forth the percent of the initial principal amount of each class of Notes that is projected to be Outstanding after each of the Distribution Dates shown at various constant ABS percentages.

The ABS Tables also assume that the Receivables have been aggregated into hypothetical pools with all of the Receivables within each such pool having the following characteristics and that the level scheduled monthly payment for each of the pools (which is based on the aggregate Principal Balance of the Receivables in each pool, Contract Rate and remaining number of payments to maturity) will be such that each pool will be fully amortized by the end of its remaining number of payments to maturity.

The weighted average life to maturity for each class of Notes has been calculated in accordance with the TALF prepayment assumption applicable to the receivables, as specified in the TALF frequently asked questions dated September 1, 2009, and posted on the FRBNY’s website at www.newyorkfed.org.

Pool	Aggregate Principal Balance	Weighted Average Contract Rate	Weighted Average Original Term to Maturity (in months)	Weighted Average Remaining Term to Maturity (in months)
1.	$	%
2.		%
3.		%
4.		%
5.		%
6.		%
7.		%
8.		%
	$

The actual characteristics and performance of the Receivables will differ from the assumptions used in constructing the ABS Tables. The assumptions used are hypothetical and have been provided only to give a general sense of how the principal cash flows might behave under varying prepayment scenarios. For example, it is very

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unlikely that the Receivables will prepay at a constant level of ABS until maturity or that all of the Receivables will prepay at the same level of ABS. Moreover, the diverse terms of Receivables within each of the hypothetical pools could produce slower or faster principal payments than indicated in the ABS Tables at the various constant percentages of ABS specified, even if the weighted average Contract Rates, weighted average original number of payments to maturity and weighted average remaining number of payments to maturity of the Receivables are as assumed. Any difference between such assumptions and the actual characteristics and performance of the Receivables, or actual prepayment experience, will affect the percentages of initial amounts outstanding over time and the weighted average life of each class of Notes.

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Percent of Initial Note Principal Amount at Various ABS Percentages

Class A-1 Notes

Class A-2 Notes

Distribution Date

1.00%

1.30%

1.50%

2.00%

1.00%

1.30%

1.50%

2.00%

Closing Date

September 2009

October 2009

November 2009

December 2009

January 2010

February 2010

March 2010

April 2010

May 2010

June 2010

July 2010

August 2010

September 2010

October 2010

November 2010

December 2010

January 2011

February 2011

March 2011

April 2011

May 2011

June 2011

July 2011

August 2011

September 2011

October 2011

November 2011

December 2011

January 2012

February 2012

March 2012

April 2012

May 2012

June 2012

July 2012

August 2012

September 2012

October 2012

November 2012

December 2012

January 2013

February 2013

March 2013

April 2013

May 2013

June 2013

July 2013

August 2013

September 2013

October 2013

November 2013

December 2013

January 2014

February 2014

March 2015

Weighted Average

Life (In Years)

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Percent of Initial Note Principal Amount at Various ABS Percentages

Class A-3 Notes

Class A-4 Notes

Distribution Date

1.00%

1.30%

1.50%

2.00%

1.00%

1.30%

1.50%

2.00%

Closing Date

September 2009

October 2009

November 2009

December 2009

January 2010

February 2010

March 2010

April 2010

May 2010

June 2010

July 2010

August 2010

September 2010

October 2010

November 2010

December 2010

January 2011

February 2011

March 2011

April 2011

May 2011

June 2011

July 2011

August 2011

September 2011

October 2011

November 2011

December 2011

January 2012

February 2012

March 2012

April 2012

May 2012

June 2012

July 2012

August 2012

September 2012

October 2012

November 2012

December 2012

January 2013

February 2013

March 2013

April 2013

May 2013

June 2013

July 2013

August 2013

September 2013

October 2013

November 2013

December 2013

January 2014

February 2014

March 2015

Weighted Average

Life (In Years)

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Percent of Initial Note Principal Amount at Various ABS Percentages

	Class B Notes
Distribution Date	1.00%	1.30%	1.50%	2.00%
Closing Date	%	%	%	%
September 2009
October 2009
November 2009
December 2009
January 2010
February 2010
March 2010
April 2010
May 2010
June 2010
July 2010
August 2010
September 2010
October 2010
November 2010
December 2010
January 2011
February 2011
March 2011
April 2011
May 2011
June 2011
July 2011
August 2011
September 2011
October 2011
November 2011
December 2011
January 2012
February 2012
March 2012
April 2012
May 2012
June 2012
July 2012
August 2012
September 2012
October 2012
November 2012
December 2012
January 2013
February 2013
March 2013
April 2013
May 2013
June 2013
July 2013
August 2013
September 2013
October 2013
November 2013
December 2013
January 2014
February 2014
March 2015
Weighted Average Life (In Years)

The foregoing ABS Tables have been prepared based on the assumptions described above (including the assumptions regarding the characteristics and performance of the Receivables which will differ from the actual

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characteristics and performance of the Receivables) and should be read in conjunction therewith. The weighted average life of a Note is determined by multiplying the amount of each principal payment on the Note by the number of years from the Closing Date to the related Distribution Date, adding the results and dividing the sum by the initial principal amount of the Note.

DCFS USA

General

DCFS USA is the Sponsor. Information regarding the origination and underwriting of the Receivables may be found under “The Sponsor and Servicer” in the prospectus.

The following table sets forth the purchases of motor vehicle installment sales contracts and installment loans by DCFS USA since its formation in 2007, and for periods prior to its formation, by its Mercedes-Benz Financial predecessors.

	For the _____ Months Ended ___________,				For the Year Ended December 31,
	2009		2008		2008		2007		2006		2005		2004

Number of motor vehicle installment sales contracts and installment loans purchased by DCFS USA(1)		—		—		—		—		—		—		—
Amount Financed(2)	$		$		$		$		$		$		$
Secured by New Vehicles(2)	$		$		$		$		$		$		$
Secured by Used Vehicles(2)	$		$		$		$		$		$		$

(1)	Includes Mercedes-Benz Financial predecessors.

(2)	Dollars in thousands.

Delinquency, Credit Loss and Recovery Information

Set forth below is delinquency and credit loss information relating to DCFS USA’s total portfolio of U.S. motor vehicle installment sales contracts and installment loans for the retail purchase of new and used automobiles, light duty-trucks and minivans, including the Mercedes-Benz Financial portfolio for DCFS USA’s predecessors. The portfolio consists of contracts in all 50 states and the District of Columbia.

There is no assurance that the future delinquency and loss experience of the Receivables will be similar to that set forth below.

DCFS USA considers a receivable to be delinquent if at least 10% of any monthly payment is past due based on its contractual due date. DCFS USA establishes an allowance for expected credit losses and deducts amounts reflecting losses against such allowance. For credit loss terminations, DCFS USA charges the account balance against the allowance for credit losses when the motor vehicle installment contract becomes 120 days delinquent unless evidence exists of collectability that will resolve the delinquency, when a repossessed vehicle is sold at auction or when the account is determined to be uncollectible.

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Delinquency Experience

	As of ________,
	2009		2008
	Number of Receivables	Dollars ($000)	Number of Receivables	Dollars ($000)
Receivables serviced		$		$
Period of delinquency
30 – 59 days		$		$
60 – 89 days
90 days or more
Total receivables and amount delinquent		$		$
Delinquencies as a percentage of number and dollar amount of receivables outstanding	%	%	%	%

	As of December 31,
	2008		2007		2006
	Number of Receivables	Dollars ($000)	Number of Receivables	Dollars ($000)	Number of Receivables	Dollars ($000)
Receivables serviced		$		$		$
Period of delinquency
30 – 59 days		$		$		$
60 – 89 days
90 days or more
Total receivables and amount delinquent		$		$		$
Delinquencies as a percentage of number and dollar amount of receivables outstanding	%	%	%	%	%	%

Loss Experience

($000)

	For the _____ Months Ended ________,
	2009	2008
Principal balance of receivables serviced at end of period	$	$
Average during period (annualized)
Net charge-offs of receivables during period
Recoveries of receivables charged off in current and prior periods
Net losses
Net losses as a percentage of average receivables outstanding during period (annualized)	%	%

	For the Year Ended December 31,
	2008	2007	2006
Principal balance of receivables serviced at end of period	$	$	$
Average during period
Net charge-offs of receivables during period
Recoveries of receivables charged off in current and prior periods
Net losses
Net losses as a percentage of average receivables outstanding during period	%	%	%

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As the characteristics of the Receivables transferred to the Issuing Entity will be different from those of the entire portfolio of receivables originated by DCFS USA, no assurances can be given that the performance of these Receivables will be similar.

[Additional Servicers]

[To the extent servicers (as defined under Item 1101(j) of Regulation AB) other than DCFS USA are utilized, provide the disclosure for each that is required under Items 1108(a) and 1108(b) of Regulation AB. ]

Affiliations and Related Transactions

The Depositor is an affiliate of DCFS USA, which acts as Sponsor, Servicer and Administrator, in that DCFS USA is the sole equity member of the Depositor. [Describe any other affiliations, relationships or transactions as required pursuant to Item 1119 of Regulation AB.]

[Disclose any affiliations of the Sponsor, Depositor and/or Issuing Entity and any of the following parties as well as, to the extent known and material, whether and how any of the following parties are affiliates of any of the other following parties: any servicer, the Indenture Trustee, the Owner Trustee, any significant obligor contemplated by Item 1112 of Regulation AB, any enhancement or support provider contemplated by Items 1114 or 1115 of Regulation AB, and any other material party related to the Notes and contemplated by Item 1100(d)(1) of Regulation AB.]

[Disclose the general character of any business relationship or arrangement that is entered into outside the ordinary course of business or on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the establishment of the Issuing Entity and the issuance of the Notes, between any of the parties listed in the preceding paragraph, or any affiliates of such parties, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the Notes.]

[Disclose, to the extent material, any specific relationships involving or relating to the Notes or the Receivables, including the material terms and approximate dollar amount involved, between or among any of the parties listed in the second preceding paragraph, or any affiliates of such parties, that currently exists or that existed during the past two years.]

Use of Proceeds

DCFS USA will sell the Receivables and certain related property to the Depositor. The Depositor in turn will transfer the Receivables and related property to the Issuing Entity in exchange for the Notes and the Certificates. The Depositor will use the net proceeds from the sale of the Offered Notes to (1) purchase the Receivables from DCFS USA, (2) deposit an amount equal to the Reserve Fund Deposit into the Reserve Fund and (3) pay for certain expenses incurred in connection with the purchase of the Receivables and the sale of the Notes.

Description of the Notes

The Issuing Entity will issue the Notes under the Indenture. We will file a copy of the Indenture with the SEC as an exhibit to a Current Report on Form 8-K. The material terms of the Notes are summarized below. This summary is not a complete description of all the provisions of the Notes. This summary supplements, and should be read together with, the description of the general terms and provisions of the notes of any issuing entity and the related indenture set forth under “Certain Information Regarding the Securities” and “The Indenture” in the prospectus and the description of the Indenture set forth under “Description of the Indenture” in this prospectus supplement.

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Note Registration

The Notes will be available for purchase in denominations of $1,000 and integral multiples of $1,000 in excess thereof. The Notes will initially be issued only in book-entry form. See “Certain Information Regarding the Securities—Book-Entry Registration” in the prospectus for a further discussion of the book-entry registration system.

Payments of Interest

Interest on the principal amounts of the Notes will accrue at the respective per annum interest rates for the various classes of Notes and will be due on each Distribution Date to the Noteholders of record as of the related Record Date.

The Notes will bear interest at the following Interest Rates:

in the case of the Class A-1 Notes, ___% per annum;

in the case of the Class A-2 Notes, ___% per annum;

in the case of the Class A-3 Notes, ___% per annum;

in the case of the Class A-4 Notes, ___% per annum;

in the case of the Class B Notes, ___% per annum.

Calculation of Interest. Interest will accrue and will be calculated on the Notes as follows:

Actual/360. Interest on the Class A-1 Notes will accrue from and including the prior Distribution Date (or, in the case of the first Distribution Date, from and including the Closing Date) to but excluding the current Distribution Date. The interest due on the Class A-1 Notes on each Distribution Date will be an amount equal to the product of:

the principal amount of that class of Notes as of the preceding Distribution Date (or, in the case of the first Distribution Date, as of the Closing Date), after giving effect to all principal payments made with respect to that class of Notes on that preceding Distribution Date;

the Interest Rate applicable to that class of Notes; and

the actual number of days elapsed during the period from and including the preceding Distribution Date (or, in the case of the first Distribution Date, from and including the Closing Date) to, but excluding, the current Distribution Date divided by 360.

30/360. Interest on the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes will accrue from and including the distribution date of the prior calendar month (or from and including the closing date, in the case of the first distribution date) to but excluding the distribution date of the current calendar month (assuming each month has 30 days). The interest due on the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes, as applicable, on each Distribution Date will be an amount equal to the product of:

the Interest Rate applicable to that class of Notes; and

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30 (or __ in the case of the first Distribution Date, assuming a closing date of ________, 2009) divided by 360.

Unpaid Interest Accrues. Interest accrued as of any Distribution Date but not paid on such Distribution Date will be due on the next Distribution Date at the Interest Rate applicable to that class (to the extent lawful).

Priority of Interest Payments. The Issuing Entity will pay interest on the Notes on each Distribution Date with Available Funds in accordance with the priority set forth under “Application of Available Funds—Priority of Distributions”, with interest payments to holders of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes having the same priority; provided, however, that following the occurrence and during the continuation of an Event of Default that has resulted in the acceleration of the maturity of the Notes, the Issuing Entity will pay interest on each Distribution Date in accordance with “—Priority of Distributions Will Change if the Notes Are Accelerated Following an Event of Default”.

If amounts available to make interest payments on a class of Class A Notes are less than the full amount of interest due on that class of Notes on a Distribution Date, the related Class A Noteholders will receive their ratable share of that amount, based on the aggregate amount of interest due on that date on each class of Class A Notes.

Interest will not be paid on the Class B Notes unless all interest then due on each class of Class A Notes has been paid in full, including any Interest Carryover Shortfall Amount with respect to such class of Class A Notes.

An Event of Default will occur if the full amount of interest due on the Notes of the Controlling Class is not paid within five days of the related Distribution Date. The failure to pay interest due on the Class B Notes, so long as any class of Class A Notes remains Outstanding, within five days of the related Distribution Date (and the interest on each such outstanding class of Class A Notes has been paid in full), will not be an Event of Default. See “Description of the Indenture—Rights Upon Event of Default”.

Payments of Principal

Priority and Amount of Principal Payments. On each Distribution Date, Noteholders will receive principal, to the extent funds are available, in an amount generally equal to the excess, if any, of:

the aggregate principal amount of the Notes as of the close of business on the preceding Distribution Date (or, in the case of the first Distribution Date, as of the Closing Date), after giving effect to all payments made on that preceding Distribution Date; over

the Pool Balance as of the last day of the related Collection Period, minus the Target Overcollateralization Amount.

On each Distribution Date, all Available Funds allocated to payments of principal of the Notes as described under “Application of Available Funds—Priority of Distributions” will be aggregated and will be paid out of the Note Payment Account in the following amounts and order of priority:

(1)

to the Class A-1 Notes until the Class A-1 Notes have been paid in full;

(2)

to the Class A-2 Notes until the Class A-2 Notes have been paid in full;

(3)

to the Class A-3 Notes until the Class A-3 Notes have been paid in full;

(4)

to the Class A-4 Notes until the Class A-4 Notes have been paid in full; and

(5)

to the Class B Notes until the Class B Notes have been paid in full.

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These general rules are subject, however, to the following exceptions:

in no event will the principal paid in respect of a class of Notes exceed the unpaid principal amount of that class of Notes; and

if the Notes have been accelerated following the occurrence of an Event of Default, the Issuing Entity will distribute the funds allocated to the holders of the Notes to pay principal of the Notes, together with amounts that would otherwise be payable to the holders of the Certificates, as described under “—Priority of Distributions Will Change if the Notes Are Accelerated Following an Event of Default”.

All payments in respect of the Certificates will be subordinated to payments on the Notes.

Final Scheduled Distribution Dates. The principal amount of any class of Notes, to the extent not previously paid, will be due on the Final Scheduled Distribution Date for that class. The Final Scheduled Distribution Dates for the Notes are as follows:

____________, 20__ for the Class A-1 Notes;

____________, 20__ for the Class A-2 Notes;

____________, 20__ for the Class A-3 Notes;

____________, 20__ for the Class A-4 Notes; and

____________, 20__ for the Class B Notes.

The date on which each class of Notes is paid in full is expected to be earlier than the Final Scheduled Distribution Date for that class and could be significantly earlier depending upon the rate at which the Principal Balances of the Receivables are paid. See “Weighted Average Lives of the Notes” in this prospectus supplement and “Maturity and Prepayment Considerations” in the prospectus for a further discussion of Receivable prepayments.

Priority of Distributions Will Change if the Notes Are Accelerated Following an Event of Default

Following the occurrence and during the continuation of an Event of Default (other than an Event of Default based on the Issuing Entity’s breach of a covenant, representation or warranty) that has resulted in an acceleration of the Notes, the priority of distributions will change to the following order of priority:

(1)

to the Servicer, any Servicing Fees (including any overdue Servicing Fees) due to it and any Nonrecoverable Advances;

(2)

to the Indenture Trustee and the Owner Trustee, the fees and expenses due to each of them, without limitation;

[(3)]

[to the Swap Counterparty, the net amounts due under the Swap Agreements, excluding swap termination payments, if any;]

[(4)]

[pro rata (a)] to the holders of the Class A Notes, the Interest Distributable Amount for the Class A Notes [and (b) to the Swap Counterparty, certain swap termination payments, if any, due under the Swap Agreements];

[(5)]

to the holders of the Class A-1 Notes, principal on the Class A-1 Notes until the Class A-1 Notes have been paid in full;

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[(6)]

to the holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, principal on those Notes until all classes of Class A Notes have been paid in full;

[(7)]

to the holders of the Class B Notes, the Interest Distributable Amount for the Class B Notes;

[(8)]

to the holders of the Class B Notes, principal on the Class B Notes until the Class B Notes have been paid in full;

[(9)]

to the Swap Counterparty, swap termination payments, if any, due under the Swap Agreements, not paid pursuant to clause (4)(b);]

[(10)]

if any entity has replaced DCFS USA as Servicer, any unpaid transition expenses due in respect of a transfer of servicing and any Additional Servicing Fees for the related Collection Period will be paid to the successor Servicer; and

[(11)]

to the Certificateholder, any remaining amounts.

Following the occurrence and during the continuation of an Event of Default (due to the Issuing Entity’s breach of a covenant, representation or warranty) that has resulted in an acceleration of the Notes, the priority of distributions will change from that set forth above to the following order of priority:

(1)

to the Servicer, any Servicing Fees (including any overdue Servicing Fees) due to it and any Nonrecoverable Advances;

(2)

to the Indenture Trustee and the Owner Trustee, the fees and expenses due to each of them, without limitation;

[(3)]

[to the Swap Counterparty, the net amounts due under the Swap Agreements, excluding swap termination payments, if any;]

[(4)]

[(5)]

to the holders of the Class B Notes, the Interest Distributable Amount for the Class B Notes;

[(6)]

to the holders of the Class A-1 Notes, principal on the Class A-1 Notes until the Class A-1 Notes have been paid in full;

[(7)]

to the holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, principal on those Notes until all classes of Class A Notes have been paid in full;

[(8)]

to the holders of the Class B Notes, principal on the Class B Notes until the Class B Notes have been paid in full;

[(9)]

[to the Swap Counterparty, swap termination payments, if any, due under the Swap Agreements, not paid pursuant to clause (4)(b);]

[(10)]

[(11)]

to the Certificateholder, any remaining amounts.

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[Any swap termination payments shall be made as described in “Description of the Swap Agreements—Defaults Under the Swap Agreements”.]

Credit Enhancement

Subordination. The Class B Notes are subordinated Notes. On each Distribution Date, prior to the occurrence of an Event of Default and acceleration of the Notes, interest and principal payments on the Notes will be subordinated as follows:

no interest will be paid on the Class B Notes until the Interest Distributable Amount and the Priority Principal Distributable Amount on each class of Class A Notes has been paid in full; and

no principal will be paid on the Class B Notes until all principal due on each class of Class A Notes has been paid in full.

The subordination of the Class B Notes is intended to decrease the risk of default by the Issuing Entity with respect to payments due to the more senior classes of Notes.

Overcollateralization. Overcollateralization represents the amount by which the Pool Balance exceeds the aggregate principal amount of the Notes. Overcollateralization will be available to absorb losses on the Receivables that are not otherwise covered by excess collections on or in respect of the Receivables, if any. The initial amount of overcollateralization will be approximately ___% of the Cutoff Date Pool Balance. The application of funds as described in clause (9) of “Application of Available Funds—Priority of Distributions” is designed to increase over time the amount of overcollateralization as of any Distribution Date to the Target Overcollateralization Amount.

Overcollateralization will be effected by paying an amount of principal on the Notes on the first several Distribution Dates after the Closing Date that is greater than the principal of the Receivables paid by obligors during such time. The amount of this payment will be funded primarily from interest collections on the Receivables in excess of the interest paid on the Notes and other fees required to by paid by the Issuing Entity, but this payment will not be made from funds in the Reserve Account.

Excess Spread. Excess spread for any Distribution Date generally will be the amount by which collections of interest on the Receivables during the related Collection Period exceeds the sum of the Servicing Fees, any Nonrecoverable Advances due to the Servicer, all monies due to the Trustees[,] and the Interest Distributable Amount for each class of Notes[,] [and any amounts due to the swap counterparty under the Interest Rate Swap Agreement] [and any amount required to be deposited into the Reserve Fund so that the funds on deposit therein equal the Reserve Fund Required Amount]. Any excess spread will be applied on each Distribution Date, as a component of Available Funds, as described in clause (9) of “Application of Available Funds—Priority of Distributions” to increase over time the amount of overcollateralization as of any Distribution Date to the Target Overcollateralization Amount. Generally, excess spread will also provide a source of funds to absorb any losses on the Receivables and reduce the likelihood of losses on the Notes.

Reserve Fund. The Servicer will establish and maintain with the Indenture Trustee in the name of the Indenture Trustee the Reserve Fund into which certain amounts on the Closing Date and certain excess collections on or in respect of the Receivables will be deposited and from which amounts may be withdrawn to pay the Servicing Fees, any Nonrecoverable Advances due to the Servicer, all monies due to the Trustees and to make required payments on the Notes.

The Depositor will deposit the Reserve Fund Deposit in the Reserve Fund on the Closing Date. On each Distribution Date, the Indenture Trustee will deposit, or cause to be deposited, in the Reserve Fund, from Available Collections during the related Collection Period that are not used on that Distribution Date to pay the Required Payment Amount, the amount, if any, by which the Reserve Fund Required Amount for that Distribution Date exceeds the amount on deposit in the Reserve Fund on that Distribution Date, after giving effect to all required withdrawals from the Reserve Fund on that Distribution Date. The amounts on deposit in the Reserve Fund will be

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invested in Eligible Investments selected by the Servicer. The Reserve Fund must be maintained as an Eligible Deposit Account.

On each Determination Date, the Servicer will determine the Reserve Fund Draw Amount, if any, for the related Distribution Date. If the Reserve Fund Draw Amount for any Distribution Date is greater than zero, the Indenture Trustee will withdraw, or cause to be withdrawn, from the Reserve Fund, an amount equal to the lesser of the Reserve Fund Draw Amount and the amount on deposit in the Reserve Fund, and transfer the amount withdrawn to the Collection Account. If the amount required to be withdrawn from the Reserve Fund to cover shortfalls in funds on deposit in the Collection Account exceeds the amount on deposit in the Reserve Fund, a temporary shortfall in the amounts distributed to the Noteholders could result. In addition, depletion of the Reserve Fund ultimately could result in losses on your Notes.

If the amount on deposit in the Reserve Fund on any Distribution Date exceeds the Reserve Fund Required Amount for that Distribution Date, after giving effect to all required deposits to and withdrawals from the Reserve Fund on that Distribution Date, that excess will be paid to the Certificateholders. Any amount paid to the Certificateholders will no longer be the property of the Issuing Entity. On or after the termination of the Issuing Entity, the Certificateholders will be entitled to receive any amounts remaining in the Reserve Fund after all required payments to the Servicer, the Trustees and the Noteholders have been made.

If the sum of the amounts on deposit in the Collection Account and the Reserve Fund on any Distribution Date equals or exceeds the Note Balance, accrued and unpaid interest thereon and all amounts due to the Servicer and the Trustees, all such amounts will be applied up to the amounts necessary to retire the Notes and pay such amounts due.

If any class of Notes has not been paid in full on any Distribution Date on or after its Final Scheduled Distribution Date (after giving effect to the distribution of Available Funds on such Distribution Date), the Indenture Trustee will distribute or cause to be distributed to the holders of that class of Notes, from amounts on deposit in the Reserve Fund, an amount equal to the lesser of the funds on deposit in the Reserve Fund and the outstanding principal amount of that class of Notes. After the payment in full, or the provision for such payment, of all accrued and unpaid interest on the Notes, the principal amount of the Notes, and all amounts due to the Servicer and the Trustees, any funds remaining on deposit in the Reserve Fund will be paid to the Certificateholders. See “Risk Factors—Amounts on deposit in any reserve fund will be limited and subject to depletion” in the prospectus.

Certificates. The Certificates will represent undivided interests in the Issuing Entity and will be issued pursuant to the Trust Agreement. The Certificates are not being offered hereby, and the Certificates, representing 100% of the equity in the Issuing Entity, will be acquired by the Depositor as partial consideration for the transfer of the Receivables and related assets from the Depositor to the Issuing Entity. The Certificates will not bear interest and will not have any principal balance. The rights of the Certificateholders to receive distributions will be subordinated to the rights of the Noteholders to receive all amounts payable to them as distributions as described under “Application of Available Funds—Priority of Distributions”.

This INDENTURE, dated as of _____ 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”).

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the holders of the Issuer’s ______% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), ____% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), _____% Class A-3 Asset Backed Notes (the “Class A-3 Notes”), ____% Class A-4 Asset Backed Notes (the “Class A-4 Notes”) and ____% Class B Asset Backed Notes (the “Class B Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, and the Class A-4 Notes, the “Notes”):

GRANTING CLAUSE

The Issuer hereby Grants to the Indenture Trustee on the Closing Date, on behalf of and for the benefit of (a) the Noteholders [and (b) the Swap Counterparty to secure the obligations of the Issuer to the Swap Counterparty under the Swap Agreement], without recourse, all of the Issuer’s right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising, (i) the Receivables, (ii) all amounts due and collected on or in respect of the Receivables (including proceeds of the repurchase of Receivables by the Seller pursuant to the Receivables Purchase Agreement) after the Cutoff Date, (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables, (iv) all proceeds from claims on any physical damage or theft insurance policies and extended warranties covering the Financed Vehicles and any proceeds of any credit life or credit disability insurance policies relating to the Receivables, the Financed Vehicles or the Obligors, (v) the Receivable Files, (vi) the Collection Account, the Note Payment Account, the Reserve Fund and all amounts, securities, Financial Assets, investments and other property deposited in or credited to any of the foregoing and all proceeds thereof, (vii) all rights of the Depositor under the Receivables Purchase Agreement, including the right to require the Seller to repurchase Receivables from the Depositor, (viii) any proceeds of Dealer Recourse, (ix) all rights of the Issuer under the Sale and Servicing Agreement, including the right to require the Seller to repurchase or the Servicer to purchase Receivables from the Issuer, (x) the right to realize upon any property (including the right to receive future Net Liquidation Proceeds and Recoveries) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer, (xi) all of the Issuer’s rights and benefits under the First-Tier Assignment[ and the Swap Agreement] (but none of its obligations or burdens) and (xii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing, and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all accounts, accounts receivable, general intangibles, chattel paper, documents, money, investment property, deposit accounts, notes, drafts, acceptances, letters of credit, letter of credit rights, Insurance Proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”).

The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other Basic Documents and to secure compliance with the provisions of this Indenture for the benefit of the Noteholders, all as provided in this Indenture.

The Indenture Trustee, as trustee on behalf of the Noteholders, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties as required in this Indenture in accordance with the terms hereof.

ARTICLE ONE

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01. Capitalized Terms; Rules of Usage. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in Appendix A to the Sale and Servicing Agreement, dated as of _____ 1, 2009, among the Issuer, Daimler Retail Receivables LLC, as depositor, and DCFS USA LLC, as seller and servicer, which Appendix is hereby incorporated into and made a part of this Indenture. Appendix A also contains rules as to usage applicable to this Indenture.

Section 1.02. Incorporation by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, that provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings:

“indenture securities” means the Notes.

“indenture security holder” means a Noteholder.

“indenture to be qualified” means this Indenture.

“indenture trustee” or “institutional trustee” means the Indenture Trustee.

“obligor” on the indenture securities means the Issuer and any other obligor on the indenture securities.

All other TIA terms used in this Indenture that are defined in the TIA, defined by TIA reference to another statute or defined by Commission rule have the meaning assigned to them by such definitions.

ARTICLE TWO

THE NOTES

Section 2.01. Form.

(a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes, in each case together with the Indenture Trustee’s certificate of authentication, shall be issued in definitive form in substantially the form set forth in Exhibit A, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the Authorized Officer of the Issuer executing such Notes, as evidenced by his or her execution of the Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. Except as provided in Section 2.12, owners of beneficial interests in Book-Entry Notes will not be entitled to receive physical delivery of Definitive Notes.

(b) The Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the Authorized Officers executing such Notes, as evidenced by their execution of such Notes.

The terms of the Notes as set forth in Exhibit A are part of the terms of this Indenture.

Section 2.02. Execution, Authentication and Delivery.

(a) The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices on the date of such Notes.

(b) The Indenture Trustee shall, upon Issuer Order, authenticate and deliver for original issue the following aggregate principal amounts of Notes: (i) $__________ of Class A-1 Notes, (ii) $___________ of Class A-2 Notes, (iii) $____________ of Class A-3 Notes, (iv) $______________ of Class A-4 Notes and (v) $____________ of Class B Notes. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes Outstanding at any time may not exceed such respective amounts except as provided in Section 2.06.

(c) Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof.

(d) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual

signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Section 2.03. Temporary Notes.

(a) Pending the preparation of Definitive Notes pursuant to Section 2.12, the Issuer may execute, and upon receipt of an Issuer Order the Indenture Trustee shall authenticate and deliver, temporary Notes that are printed, lithographed, typewritten, mimeographed or otherwise produced, of the tenor of the Definitive Notes in lieu of which they are issued and with such variations not inconsistent with the terms of this Indenture as the officers executing such Notes may determine, as evidenced by their execution of such Notes.

(b) If temporary Notes are issued, the Issuer shall cause Definitive Notes to be prepared without unreasonable delay. After the preparation of Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes upon surrender of the temporary Notes at the office or agency of the Issuer to be maintained as provided in Section 3.02, without charge to the related Noteholder. Upon surrender for cancellation of any one or more temporary Notes, the Issuer shall execute, and the Indenture Trustee shall authenticate and deliver in exchange therefor, a like tenor and principal amount of Definitive Notes of authorized denominations. Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as Definitive Notes.

Section 2.04. Tax Treatment. The Issuer has entered into this Indenture, and the Notes will be issued, with the intention that, for all purposes including federal, State and local income, single business and franchise tax purposes, the Notes will qualify as indebtedness of the Issuer secured by the Trust Estate. The Issuer, by entering into this Indenture, and each Noteholder, by its acceptance of a Note (and each Note Owner by its acceptance of an interest in the applicable Book-Entry Note), agree to treat the Notes as indebtedness of the Issuer for all purposes, including federal, State and local income, single business and franchise tax purposes.

Section 2.05. Registration; Registration of Transfer and Exchange.

(a) The Issuer shall cause to be kept a register (the “Note Register”) in which the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the registrar (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar.

(b) If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes.

(c) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401 of the UCC are met, the Owner Trustee shall execute, on behalf of the Issuer, and the Indenture Trustee shall authenticate and deliver to the Noteholder making such surrender and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denomination and a like aggregate principal amount.

(d) At the option of the related Noteholder, Notes may be exchanged for other Notes in any authorized denominations, of a like aggregate principal amount, upon surrender of such Notes at such office or agency. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401 of the UCC are met, the Owner Trustee shall execute, on behalf of the Issuer, the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee the Notes that the Noteholder making such exchange is entitled to receive.

Every Note presented or surrendered for registration of transfer or exchange shall (if so required by the Issuer or the Indenture Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form and substance satisfactory to the Issuer and the Indenture Trustee, duly executed by the Noteholder thereof or its attorney-in-fact duly authorized in writing.

All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange.

No service charge shall be made to a Noteholder for any registration of transfer or exchange of Notes, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith, other than exchanges pursuant to Sections 2.03 or 9.06 not involving any transfer.

(e) The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make, and the Note Registrar need not register, transfers or exchanges of any Note selected for redemption.

(f) Each Person to whom a Class A Note is transferred will be required to represent, in the case of a Definitive Note, or deemed to represent, in the case of a Book-Entry Note, that (i) such Person is not a Benefit Plan and is not investing on behalf of or with plan assets of a Benefit Plan or (ii) such Person is acquiring a Note and the Person’s acquisition, holding and disposition of the Note are and will be eligible for relief under PTCE 84-14, 90-1, 91-38, 95-60, 96-23 or the Statutory Exemption. Each Person to whom a Class B Note is transferred will be required to represent, in the case of a Definitive Note, or deemed to represent, in the case of a Book-Entry Note, that such Person is not a Benefit Plan and is not investing on behalf of or with plan assets of a Benefit Plan.

(g) The Indenture Trustee shall not be responsible for ascertaining whether any transfer complies with, or for otherwise monitoring or determining compliance with, the requirements or terms of the Securities Act, applicable state securities laws, ERISA or the Code;

except that if a certificate is specifically required by the terms of this Section to be provided to the Indenture Trustee by a prospective transferor or transferee, the Indenture Trustee shall be under a duty to receive and examine the same to determine whether it conforms substantially on its face to the applicable requirements of this Section.

(h) Any purported transfer of a Note not in accordance with this Section shall be null and void and shall not be given effect for any purpose whatsoever.

Section 2.06. Mutilated, Destroyed, Lost or Stolen Notes.

If (i) any mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, (ii) there is delivered to the Indenture Trustee such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless and (iii) the requirements of Section 8-405 of the UCC are met, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a Protected Purchaser, the Issuer shall execute, and upon receipt of an Issuer Request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of like tenor and principal amount; provided, however, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become or within seven days shall be due and payable, or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a Protected Purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom such replacement Note was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a Protected Purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection therewith.

Upon the issuance of any replacement Note under this Section, the Issuer may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Indenture Trustee) connected therewith.

Every replacement Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Section 2.07. Persons Deemed Owner. Prior to due presentment for registration of transfer of any Note, the Issuer and any agent of the Issuer or the Indenture Trustee will treat the Person in whose name any Note is registered (as of the day of determination) as the owner of such Note for the purpose of receiving payments of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Issuer, the Indenture Trustee or any agent of the Issuer or the Indenture Trustee shall be affected by notice to the contrary.

Section 2.08. Payment of Principal and Interest.

(a) On each Distribution Date, prior to the acceleration of the maturity of the Notes following the occurrence of an Event of Default, upon receipt of written instructions from the Servicer pursuant to Section 4.08(b) of the Sale and Servicing Agreement, the Indenture Trustee shall apply Available Funds on deposit in the Collection Account to make the following payments and deposits in the following order of priority:

(i) to the Servicer, the Total Servicing Fee and any Nonrecoverable Advances for the related Collection Period;

(ii) to the Trustees, pro rata, if not previously paid, the Total Trustee Fees for the related Collection Period, plus any overdue Total Trustee Fees for one or more prior Collection Periods; provided, however, that such Total Trustee Fees may not exceed, in the aggregate, $100,000 in any calendar year;

(iii) [to the Swap Counterparty, any Net Swap Payment;]

(iv) [pro rata, (A)] to the Note Payment Account, for payment to the Class A Notes, the Interest Distributable Amount, ratably, for each Class of Class A Notes[, and (B) to the Swap Counterparty, any Senior Swap Termination Payment];

(v) to the Note Payment Account, for payment of principal on the Notes in the priority set forth in Section 2.08(b), the Priority Principal Distributable Amount, if any;

(vi) to the Note Payment Account, for payment to the Class B Notes, the Interest Distributable Amount for the Class B Notes;

(vii) to the Note Payment Account, for payment of principal on the Notes in the priority set forth in Section 2.08(b), the Secondary Principal Distributable Amount, if any;

(viii) to the Reserve Fund, the Reserve Fund Deficiency for such Distribution Date, if any;

(ix) to the Note Payment Account, for payment of principal on the Notes in the priority set forth in Section 2.08, the Regular Principal Distributable Amount, if any;

(x) [to the Swap Counterparty, any Subordinated Swap Termination Payment;]

(xi) if a Successor Servicer has been appointed pursuant to Section 7.02 of the Sale and Servicing Agreement, to such Successor Servicer, any Transition Costs due in connection with such transfer of servicing and not paid pursuant to Section 7.01 of the Sale and Servicing Agreement, plus the Additional Servicing Fee, if any, for the related Collection Period;

(xii) to the Trustees, pro rata, the Total Trustee Fees, to the extent that they have not previously been paid as described in clause (ii) above; and

(xiii) to the Certificateholders, any Excess Collections.

Notwithstanding the foregoing, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, all Available Funds shall be deposited into the Note Payment Account and applied in accordance with Section 2.08(f). Any distributions to be made by the Indenture Trustee under the Basic Documents may be made by the Paying Agent.

The Reserve Fund Draw Amount shall be used to make the payments described in Section 4.02 of the Sale and Servicing Agreement.

If the amount on deposit in the Note Payment Account (including any portion of the Reserve Fund Draw Amount) on any Distribution Date is less than the amount described in clause (iv)(A) above for such Distribution Date, the Indenture Trustee, either directly or through the Paying Agent, shall pay the available amount to the Noteholders of each Class of Class A Notes pro rata based on the Interest Distributable Amount payable to such Class on such Distribution Date.

If on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Fund equals or exceeds the Note Balance of all Notes Outstanding as of the last day of the related Collection Period, the accrued and unpaid interest thereon and all amounts due to the Servicer and the Trustees, the Servicer shall provide written notification thereof to the Indenture Trustee and shall direct the Indenture Trustee to apply all such amounts to retire the Notes and to pay all such amounts due to the Servicer and the Trustees in accordance with the provisions of this Section.

(b) The principal of each Note shall be payable in installments on each Distribution Date in an aggregate amount (unless the Notes have been declared immediately due and payable following an Event of Default) for all Classes of Notes equal to the Aggregate Principal Distributable Amount. On each Distribution Date, upon receipt of instructions from the Servicer pursuant to Section 4.08(c) of the Sale and Servicing Agreement and subject to Section 2.08(f), the Indenture Trustee shall either directly or through a Paying Agent apply or cause to be applied the amount on deposit in the Note Payment Account on such Distribution Date in respect of the Aggregate Principal Distributable Amount, to make the following payments in the following order of priority:

(i) to the Class A-1 Notes, until the principal amount of the Class A-1 Notes has been paid in full;

(ii) to the Class A-2 Notes until the principal amounts of the Class A-2 Notes have been paid in full;

(iii) to the Class A-3 Notes until the principal amounts of the Class A-3 Notes have been paid in full;

(iv) to the Class A-4 Notes until the principal amounts of the Class A-4 Notes have been paid in full; and

(v) to the Class B Notes until the principal amount of the Class B Notes has been paid in full.

(c) The unpaid principal amount, to the extent not previously paid, of the (i) Class A-1 Notes shall be due and payable on the Class A-1 Final Scheduled Distribution Date, (ii) Class A-2 Notes shall be due and payable on the Class A-2 Final Scheduled Distribution Date, (iii) Class A-3 Notes shall be due and payable on the Class A-3 Final Scheduled Distribution Date, (iv) Class A-4 Notes shall be due and payable on the Class A-4 Final Scheduled Distribution Date and (v) Class B Notes shall be due and payable on the Class B Final Scheduled Distribution Date.

(d) Each Class of Notes shall accrue interest during each Interest Period at the related Interest Rate, and such interest shall be due and payable on each Distribution Date. Interest on the Class A-1 Notes shall be calculated on the basis of the actual number of days elapsed and a 360-day year. [Notwithstanding any other provision hereof, no Interest Rate may exceed the maximum rate permitted by law.] Interest on the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes shall be calculated on the basis of a 360-day year of twelve 30-day months. Subject to Section 3.01, any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for on the applicable Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the related Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date; provided, however, that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, and except for the final installment of principal payable with respect to such Note on a Distribution Date or on the related Final Scheduled Distribution Date (and except for the Redemption Price for any Note called for redemption in whole pursuant to Section 10.01), which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03.

(e) All principal and interest payments on a Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. Except as otherwise provided herein, the Indenture Trustee shall, before the Distribution Date on which the Issuer expects to pay the final installment of principal of and interest on any Note, notify the Holder of such Note as of the related Record Date of such final installment. Such notice shall be mailed or transmitted by facsimile prior to such final Distribution Date and shall specify that such final installment shall

be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02.

(f) Notwithstanding the foregoing, the unpaid principal amount of the Notes shall be due and payable, to the extent not previously paid, on the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class have declared the Notes to be immediately due and payable in the manner provided in Section 5.02(a). On each Distribution Date following acceleration of the Notes, upon receipt of instructions from the Servicer pursuant to Section 3.10 of the Sale and Servicing Agreement, the Indenture Trustee or the Paying Agent shall deposit all Available Funds into the Note Payment Account and shall apply or cause to be applied all such amounts to make the following payments and deposits in the following order of priority:

(i) to the Servicer, the Total Servicing Fee and any Nonrecoverable Advances for the related Collection Period;

(ii) to the Trustees, pro rata, the Monthly Trustee Fees, without limitation;

(iii) [to the Swap Counterparty, the Net Swap Payment, if any;]

(iv) [pro rata, (A)] to the Class A Noteholders, the Interest Distributable Amount for each Class of Class A Notes [and (B) to the Swap Counterparty, any Senior Swap Termination Payment];

(v)(a) if an Event of Default described in Section 5.01(i), (ii), (v) or (vi) has occurred, in the following order of priority:

(A) to the Class A-1 Noteholders, payments of principal until the principal amount of the Class A-1 Notes has been paid in full;

(B) to the Holders of each Class of remaining Class A Notes, pro rata based on the outstanding principal amount of each such Class of Class A Notes as of such Distribution Date, payments of principal until the principal amount of each such Class of remaining Class A Notes has been paid in full;

(D) to the Class B Noteholders, payments of principal until the principal amount of the Class B Notes has been paid in full;

(v)(b) if an Event of Default described in Section 5.01(iii) or (iv) has occurred, in the following order of priority:

(A) to the Class B Noteholders, the Interest Distributable Amount for the Class B Notes;

(B) to the Class A-1 Noteholders, payments of principal until the principal amount of the Class A-1 Notes has been paid in full;

(C) to the Holders of each Class of remaining Class A Notes, pro rata based on the outstanding principal amount of each such Class of Class A Notes as of such Distribution Date, payments of principal until the principal amount of each such Class of remaining Class A Notes has been paid in full; and

(D) to the Class B Noteholders, payments of principal until the principal amount of the Class B Notes has been paid in full;

(vi) [to the Swap Counterparty, any Subordinated Swap Termination Payment;]

(vii) if a Successor Servicer has been appointed pursuant to Section 7.02 of the Sale and Servicing Agreement, to such Successor Servicer, any Transition Costs due in connection with such transfer of servicing and not paid pursuant to Section 7.01 of the Sale and Servicing Agreement plus the Additional Servicing Fee, if any, for the related Collection Period; and

(viii) to the Certificateholders, any Excess Collections.

Section 2.09. Cancellation. All Notes surrendered for payment, registration of transfer, exchange or redemption shall, if surrendered to any Person other than the Indenture Trustee, be delivered to the Indenture Trustee and shall be promptly cancelled by the Indenture Trustee. The Issuer may at any time deliver to the Indenture Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Indenture Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Notes may be held or disposed of by the Indenture Trustee in accordance with its standard retention or disposal policy as in effect at the time unless the Issuer shall direct by an Issuer Order that they be destroyed or returned to it; provided, that such Issuer Order is timely and the Notes have not been previously disposed of by the Indenture Trustee.

Section 2.10. Book-Entry Notes. Except as provided in Section 2.12, the Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Note representing such Note Owner’s interest in such Book Entry Note, except as provided in Section 2.12. Unless and until Definitive Notes have been issued to Note Owners pursuant to Section 2.12:

(i) the provisions of this Section shall be in full force and effect;

(ii) the Note Registrar shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole Holder of such Notes, and shall have no obligation to the Note Owners;

(iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control;

(iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or the Clearing Agency Participants; pursuant to the Note Depository Agreement, unless and until Definitive Notes are issued pursuant to Section 2.12, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and

(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of the Holders of Notes (or Holders of Notes of any Class, including the Controlling Class) evidencing a specified percentage of the Note Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes or such Class of Notes and has delivered such instructions to the Indenture Trustee.

Section 2.11. Notices to Clearing Agency. Whenever a notice or other communication to the Noteholders is required under this Indenture, unless and until Definitive Notes shall have been issued to Note Owners pursuant to Section 2.12, the Indenture Trustee shall give all such notices and communications specified herein to be given to the Noteholders to the Clearing Agency, and shall have no obligation to such Note Owners.

Section 2.12. Definitive Notes. Definitive Notes will be issued only if

(i) (A) the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) the Indenture Trustee is not able to locate a qualified successor; or

(ii) after the occurrence of an Event of Default, owners of Book-Entry Notes representing beneficial interests aggregating not less than 51% of the principal amount of a Class of Notes advise the Indenture Trustee and the Clearing Agency Participant through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners.

In each case, the Indenture Trustee shall then notify Note Owners of the related Class of Notes through the Clearing Agency of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same.

Upon surrender to the Indenture Trustee of the Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer at its own expense shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a Class, the Indenture Trustee shall recognize the Noteholders of the Definitive Notes as Noteholders hereunder.

Section 2.13. Release of Collateral. Subject to Section 11.01 and the terms of the other Basic Documents, the Indenture Trustee shall release property from the Lien of this Indenture only upon receipt of an Issuer Request accompanied by an Officer’s Certificate, an Opinion of Counsel and, if required by Section 11.01, Independent Certificates in accordance with Sections 314(c) and 314(d)(1) of the TIA or an Opinion of Counsel in lieu of such Independent Certificates to the effect that the TIA does not require any such Independent Certificates. If the Commission shall issue an exemptive order under TIA Section 304(d) modifying the Indenture Trustee’s obligations under TIA Sections 314(c) and 314(d)(1), the Indenture Trustee shall release property from the Lien of this Indenture in accordance with the conditions and procedures set forth in such exemptive order.

Section 2.14. Employee Benefit Plans. The Class A Notes may, in general, be purchased by, or on behalf of, or with “plan assets” of a Benefit Plan. A fiduciary of a Benefit Plan purchasing the Class A Notes or a beneficial interest in such Notes, with the assets of a Benefit Plan is deemed to represent that the purchase of one or more such Notes or a beneficial interest therein is consistent with its fiduciary duties under ERISA and does not result in a nonexempt prohibited transaction as defined in Section 406 of ERISA or Section 4975 of the Code. If the Depositor, the Seller, the Servicer, either Trustee or any of their respective Affiliates (i) has investment or administrative discretion with respect to the assets of a Benefit Plan, (ii) has authority or responsibility to give, or regularly gives, investment advice with respect to such Benefit Plan assets, for a fee and pursuant to an agreement or understanding that such advice will (a) serve as a primary basis for investment decisions with respect to such Benefit Plan assets and (b) be based on the particular investment needs for such Benefit Plan or (iii) is an employer maintaining or contributing to such Benefit Plan, then a purchase of the Class A Notes by such a Benefit Plan may represent a conflict of interest or act of self-dealing by the fiduciary. The Class B Notes may not be purchased by, or on behalf of, or with “plan assets” of a Benefit Plan.

Section 2.15. Authenticating Agents. Upon the request of the Issuer, the Indenture Trustee may appoint one or more Authenticating Agents with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Sections 2.02, 2.03, 2.05 and 2.06, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by such Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section shall be deemed to be the authentication of Notes “by the Indenture Trustee”.

Any entity into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor entity.

Section 2.16. [Calculation Agent.]

(a) [The Issuer hereby agrees that, for so long as any of the Class A-2b Notes, Class A-3b Notes or Class A-4b Notes remain Outstanding, the Issuer will at all times cause there to be an agent appointed to calculate LIBOR in respect of each Interest Period (the “Calculation Agent”), which agent shall (i) be a financial institution, subject to supervision or examination by federal or state authority, (ii) have a rating of at least “Baa1” by Moody’s and “BBB+” by Standard & Poor’s, (iii) have an office within the United States and (iv) be engaged generally in transactions in U.S. Eurodollar deposits in the international Eurodollar market.]

[The Issuer hereby appoints the Indenture Trustee as Calculation Agent for purposes of determining LIBOR on each LIBOR Determination Date for each Interest Period.]

(b) [The Calculation Agent may be removed by the Issuer at any time. If the Calculation Agent is unable or unwilling to act as such, is removed by the Issuer or fails to determine LIBOR for any Interest Period, the Issuer will promptly appoint a replacement Calculation Agent. The Calculation Agent may not resign its duties without a successor having been duly appointed.]

(c) [The Calculation Agent shall, as soon as possible after 11:00 a.m. (London time) on each LIBOR Determination Date, but in no event later than 11:00 a.m. (London time) on the Business Day immediately following each LIBOR Determination Date, calculate LIBOR for the related Interest Period and will communicate such rate to the Issuer, the Servicer, the Swap Counterparty and the Indenture Trustee (if the Indenture Trustee is not acting as Calculation Agent).]

ARTICLE THREE

COVENANTS

Section 3.01. Payment of Principal and Interest. The Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuer to such Noteholder for all purposes of this Indenture.

Section 3.02. Maintenance of Office or Agency. The Issuer will maintain in the Borough of Manhattan, The City of New York, an office or agency where Notes may be surrendered for registration of transfer or exchange, and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer hereby initially appoints the Indenture Trustee to serve as its agent for the foregoing purposes. The Issuer will give prompt written notice to the Indenture Trustee of the location, and of any change in the location, of any such office or agency. If at any time the Issuer shall fail to maintain any such office or agency or shall fail to furnish the Indenture Trustee with the address thereof, such surrenders, notices and demands may be made or served at the Corporate Trust Office and the Issuer hereby appoints the Indenture Trustee as its agent to receive all such surrenders, notices and demands.

Section 3.03. Money for Payments to be Held in Trust. As provided in Section 8.02, all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Accounts shall be made on behalf of the Issuer by the Indenture Trustee or by a Paying Agent, and no amounts so withdrawn from the Accounts for payments of Notes shall be paid over to the Issuer except as provided in this Section.

The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

(i) hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;

(ii) give the Indenture Trustee notice of any default by the Issuer (or any other obligor upon the Notes) of which it has actual knowledge in the making of any payment required to be made with respect to the Notes;

(iii) at any time during the continuance of any such default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent;

(iv) immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of the Notes if at any time it ceases to

meet the standards required to be met by a Paying Agent at the time of its appointment; and

(v) comply with all requirements of the Code with respect to the withholding from any payments made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith.

The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order direct any Paying Agent to pay to the Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which sums were held by such Paying Agent; and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money.

Subject to Applicable Laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Note and remaining unclaimed for two years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on Issuer Request; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, shall at the expense and direction of the Issuer cause to be published once, in an Authorized Newspaper, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee shall also adopt and employ, at the expense and direction of the Issuer, any other reasonable means of notification of such repayment (including mailing notice of such repayment to Holders whose Notes have been called but have not been surrendered for redemption or whose right to or interest in monies due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder).

Section 3.04. Existence. The Issuer will keep in full effect its existence, rights and franchises as a statutory trust under the laws of the State of Delaware (unless it becomes, or any successor Issuer hereunder is or becomes, organized under the laws of any other State or of the United States, in which case the Issuer will keep in full effect its existence, rights and franchises under the laws of such other jurisdiction) and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, the Collateral and each other instrument or agreement included in the Trust Estate, including all licenses required under (i) the Maryland Vehicle Sales Finance Act or (ii) the Pennsylvania Motor Vehicle Sales Finance Act in connection with this Indenture and the other Basic Documents and the transactions contemplated hereby and thereby until such time as the Issuer shall terminate in accordance with the terms hereof.

Section 3.05. Protection of Trust Estate. The Issuer intends the security interest Granted pursuant to this Indenture in favor of the Indenture Trustee on behalf of the Noteholders to be prior to all other Liens in respect of the Trust Estate, and the Issuer shall take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders, a first Lien on and a first priority, perfected security interest in the Trust Estate. The Issuer will from time to time authorize, execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments and will take such other action necessary or advisable to:

(i) Grant more effectively any portion of the Trust Estate;

(ii) maintain or preserve the Lien and security interest (and the priority thereof) of this Indenture or carry out more effectively the purposes hereof;

(iii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture;

(iv) enforce any of the Trust Estate;

(v) preserve and defend title to the Trust Estate and the rights of the Indenture Trustee and the Noteholders in such Trust Estate against the claims of all Persons; or

(vi) pay all taxes or assessments levied or assessed upon the Trust Estate when due.

The Issuer hereby designates the Indenture Trustee its agent and attorney-in-fact to execute any financing statement, continuation statement or other instrument required to be executed pursuant to this Section.

Section 3.06. Opinions as to Trust Estate.

(a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel to the effect that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary to create and continue the first priority perfected security interest of the Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given or (ii) no such action shall be necessary to perfect such security interest.

(b) Within 90 days after the beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Date, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the authorization and filing of any financing statements and continuation statements as is necessary to maintain the Lien and security interest created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain such Lien an security interest. Such Opinion of Counsel shall also describe the

recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the authorization and filing of any financing statements and continuation statements that shall, in the opinion of such counsel, be required to maintain the Lien and security interest of this Indenture until March 31 in the following calendar year.

Section 3.07. Performance of Obligations; Servicing of Receivables.

(a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture and the other Basic Documents or such other instrument or agreement.

(b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture.

(c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Basic Documents and in the instruments and agreements included in the Trust Estate, including filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the other Basic Documents in accordance with and within the time periods provided for herein and therein.

(d) If the Issuer shall have knowledge of the occurrence of a Servicer Termination Event, the Issuer shall promptly notify the Depositor, the Indenture Trustee and each Rating Agency, and shall specify in such notice the action, if any, the Issuer is taking with respect to such default. If a Servicer Termination Event shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure.

(e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 7.01 of the Sale and Servicing Agreement, the Issuer may (subject to the rights of the Indenture Trustee to direct such appointment pursuant to Section 7.02 of the Sale and Servicing Agreement) appoint a Successor Servicer, and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee without further action shall be the successor to the Servicer in all respects in accordance with Section 7.02 of the Sale and Servicing Agreement. The Indenture Trustee may resign as the Successor Servicer by giving written notice of such resignation to the Issuer and the Depositor and in such event will be released from such duties and obligations, such release not to be effective until the date a new Servicer enters into a servicing agreement as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new Servicer as the

Successor Servicer. In each case of either the appointment of the Indenture Trustee (or any Affiliate as provided below) as Successor Servicer, or resignation of the Indenture Trustee as Servicer, the Indenture Trustee shall provide to the Depositor, in writing, such information as reasonably requested by the Depositor to comply with its reporting obligation under the Exchange Act with respect to a Successor Servicer or the resignation of the Servicer. Any Successor Servicer other than the Indenture Trustee shall (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of motor vehicle installment sales contracts and installment loans, (ii) enter into a servicing agreement with the Issuer and the Depositor having substantially the same provisions as the provisions of the Sale and Servicing Agreement applicable to the Servicer and (iii) shall provide to the Depositor, in writing, such information as reasonably requested by the Depositor to comply with its reporting obligation under the Exchange Act with respect to a Successor Servicer. If within 30 days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new Servicer, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Servicer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree with, subject to the limitations set forth below and in the Sale and Servicing Agreement, and in accordance with Section 7.02 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the duties of the Servicer as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, except as otherwise provided in the proviso to Section 6.01(a), the provisions of Article Six shall be inapplicable to the Indenture Trustee in its duties as the successor to the Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates or agents; provided that the Indenture Trustee, in its capacity as Servicer, shall be fully liable for the actions and omissions of such Affiliate or agent in such capacity as Successor Servicer. Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Servicer to act as Successor Servicer under the Sale and Servicing Agreement.

(f) The Issuer shall promptly notify the Depositor, the Trustees and the Rating Agencies in writing of (i) any termination of the Servicer pursuant to the Sale and Servicing Agreement and (ii) the appointment of each Successor Servicer, including its name and address.

(g) The Issuer shall not waive timely performance or observance by the Depositor, the Servicer or the Seller of their respective duties or obligations under the Basic Documents if such waiver would reasonably be expected to materially adversely affect the Noteholders.

Section 3.08. Negative Covenants. So long as any Notes are Outstanding, the Issuer shall not:

(i) engage in any business or activities other than those permitted by Section 2.03 of the Trust Agreement and financing, purchasing, acquiring, owning,

pledging and managing the Receivables as contemplated by the Basic Documents and activities incidental to such activities;

(ii) except as expressly permitted by this Indenture or the other Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so in writing by the Indenture Trustee;

(iii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate;

(iv) dissolve or liquidate in whole or in part;

(v) (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the Lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any Lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the Permitted Liens and the Lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax Liens, mechanics’ Liens and other Liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (C) permit the Lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other Lien) security interest in the Trust Estate; or

(vi) incur, assume or guarantee any indebtedness other than the indebtedness evidenced by the Notes or indebtedness otherwise permitted by the Basic Documents.

Section 3.09. Annual Statement as to Compliance. The Issuer will deliver to the Depositor and the Indenture Trustee, on or before June 30 of each year (commencing with the June 30 that is at least six months after the Closing Date), an Officer’s Certificate stating, as to the Authorized Officer signing such Officer’s Certificate, that:

(a) a review of the activities of the Issuer during the preceding year (or such shorter period in the case of the first such Officer’s Certificate) and of its performance under this Indenture has been made under such Authorized Officer’s supervision; and

(b) to the best of such Authorized Officer’s knowledge, based on such review, the Issuer has complied with all conditions and covenants under this Indenture throughout the preceding year (or such shorter period in the case of the first such Officer’s Certificate) or, if there has been a default in its compliance with any such condition or covenant, specifying each such default known to such Authorized Officer and the nature and status thereof.

Section 3.10. Issuer May Consolidate, etc., Only on Certain Terms.

(a) The Issuer shall not consolidate or merge with or into any other Person, unless:

(i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States or any State and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Depositor and the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed;

(ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;

(iii) the Rating Agency Condition shall have been satisfied with respect to such transaction;

(iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse federal income tax consequence to the Issuer, or any Securityholder;

(v) any action that is necessary to maintain the Lien of this Indenture shall have been taken; and

(vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and such supplemental indenture comply with this Article and that all conditions precedent herein relating to such transaction have been complied with (including any filing required by the Exchange Act).

(b) Other than as specifically contemplated by the Basic Documents, the Issuer shall not convey or transfer all or substantially all of its properties or assets, including those included in the Trust Estate, to any other Person, unless:

(i) the Person that acquires by conveyance or transfer the properties or assets of the Issuer shall (A) be a United States citizen or a Person organized and existing under the laws of the United States or any State, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Noteholders and (D) unless otherwise provided in such supplemental indenture, expressly agree to indemnify, defend and hold harmless the Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes;

(ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;

(iii) the Rating Agency Condition shall have been satisfied with respect to such transaction;

(v) any action that is necessary to maintain the Lien created by this Indenture shall have been taken; and

(vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).

Section 3.11. Successor or Transferee.

(a) Upon any consolidation or merger of the Issuer in accordance with Section 3.10(a), the Person formed by or surviving such consolidation or merger (if other than the Issuer) shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture with the same effect as if such Person had been named as the Issuer herein.

(b) Upon a conveyance or transfer of all the assets and properties of the Issuer pursuant to Section 3.10(b), the Issuer will be released from every covenant and agreement of this Indenture to be observed or performed on the part of the Issuer with respect to the Notes immediately upon the delivery of written notice to the Indenture Trustee stating that the Issuer is to be so released.

Section 3.12. Servicer’s Obligations. The Issuer shall cause the Servicer to comply with the Sale and Servicing Agreement.

Section 3.13. Guarantees, Loans, Advances and Other Liabilities. Except as otherwise contemplated by the Basic Documents, the Issuer shall not make any loan or advance or credit to, or guarantee (directly or indirectly or by an instrument having the effect of assuring another’s payment or performance on any obligation or capability of so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person.

Section 3.14. Capital Expenditures. The Issuer shall not make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or personalty).

Section 3.15. Removal of Administrator. So long as any Notes are Outstanding, the Issuer shall not remove the Administrator without cause unless the Rating Agency Condition shall have been satisfied with respect to such removal.

Section 3.16. Restricted Payments. Except as otherwise permitted by the Issuer Basic Documents, the Issuer shall not, directly or indirectly, (i) pay any dividend or make any distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, to the Owner Trustee or any owner of a beneficial interest in the Issuer or otherwise with respect to any ownership or equity interest or security in or of the Issuer or to the Servicer, (ii) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or security or (iii) set aside or otherwise segregate any amounts for any such purpose; provided, however, that the Issuer may make, or cause to be made, (a) distributions as contemplated by, and to the extent funds are available for such purpose under, the Sale and Servicing Agreement or the Trust Agreement and (b) payments to the Indenture Trustee pursuant to Section 1.02(b)(ii) of the Administration Agreement. The Issuer will not, directly or indirectly, make payments to or distributions from the Collection Account, the Note Payment Account or the Reserve Fund, except in accordance with this Indenture and the other Issuer Basic Documents.

Section 3.17. Notice of Events of Default. The Issuer shall give each Rating Agency and the Indenture Trustee prompt written notice of each Event of Default hereunder, each default on the part of the Seller, the Servicer or the Depositor of their respective obligations under the Sale and Servicing Agreement and each default on the part of the Seller or the Purchaser of its obligations under the Receivables Purchase Agreement.

Section 3.18. Further Instruments and Acts. Upon request of the Indenture Trustee, the Issuer will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

Section 3.19. Compliance with Laws. The Issuer shall comply with the requirements of all Applicable Laws, the non-compliance with which would, individually or in the aggregate, materially and adversely affect the ability of the Issuer to perform its obligations under the Notes, this Indenture or any other Issuer Basic Document.

Section 3.20. Amendments of Sale and Servicing Agreement and Trust Agreement. The Issuer shall not agree to any amendment to Section 9.01 of the Sale and Servicing Agreement or Section 11.01 of the Trust Agreement to eliminate the requirements thereunder that the Indenture Trustee or the Noteholders consent to amendments thereto as provided therein.

ARTICLE FOUR

SATISFACTION AND DISCHARGE

Section 4.01. Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.11, 3.14, 3.15, 3.16 and 3.17, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.02) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when:

(i) either: (A) all Notes theretofore authenticated and delivered (other than Notes (1) that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (2) for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1) have become due and payable, (2) will become due and payable at the Class B Final Scheduled Distribution Date within one year or (3) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer, and the Issuer, in the case of clauses (1), (2) or (3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee, cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the related Final Scheduled Distribution Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be;

(ii) the Issuer has paid or caused to be paid all other sums payable by the Issuer hereunder;

(iii) the Issuer has delivered to the Depositor and the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA or Section 11.01) an Independent Certificate, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent provided for in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with; and

(iv) the Issuer has delivered to the Depositor and the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction and discharge of this Indenture

pursuant to this Section will not cause any Noteholder to be treated as having sold or exchanged any of its Notes for purposes of Section 1001 of the Code.

Section 4.02. Satisfaction, Discharge and Defeasance of the Notes.

(a) Upon satisfaction of the conditions set forth in Section 4.02(b), the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Notes Outstanding, and the provisions of this Indenture, as it relates to such Notes, shall no longer be in effect (and the Indenture Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except as to:

(i) the rights of the Noteholders to receive, from the trust funds described in Section 4.02(b)(i), payment of the principal of and interest on the Notes Outstanding at maturity of such principal or interest;

(ii) the obligations of the Issuer with respect to the Notes under Sections 2.05, 2.06, 3.02 and 3.03;

(iii) the obligations of the Administrator to the Indenture Trustee under Section 6.07; and

(iv) the rights, powers, trusts and immunities of the Indenture Trustee hereunder and the duties of the Indenture Trustee hereunder.

(b) The satisfaction, discharge and defeasance of the Notes pursuant to Section 4.02(a) is subject to the satisfaction of all of the following conditions:

(i) the Issuer has deposited or caused to be deposited irrevocably (except as provided in Section 4.04) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Noteholders, which, through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day prior to the due date of any payment referred to below, money in an amount sufficient, in the opinion of a nationally recognized firm of Independent Accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Notes Outstanding, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interest, as the case may be;

(ii) such deposit will not result in a breach or violation of, or constitute an event of default under, any Issuer Basic Document or other agreement or instrument to which the Issuer is bound;

(iii) no Event of Default has occurred and is continuing on the date of such deposit or on the 91st day after such date; and

(iv) the Issuer has delivered to the Depositor and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent

provided for in this Indenture relating to the defeasance contemplated by this Section have been complied with.

Section 4.03. Application of Trust Money. All monies deposited with the Indenture Trustee pursuant to this Article shall be held in trust and applied by the Indenture Trustee, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent, to the Holders of the Notes for the payment or redemption of which such monies have been deposited with the Indenture Trustee, of all sums due and to become due thereon for principal and interest, but such monies need not be segregated from other funds except to the extent required herein or in the Sale and Servicing Agreement or required by law.

Section 4.04. Repayment of Monies Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to the Notes, all monies then held by any Paying Agent other than the Indenture Trustee under the provisions of this Indenture with respect to such Notes shall, upon demand of the Issuer, be paid to the Indenture Trustee to be held and applied according to Section 3.03 and thereupon such Paying Agent shall be released from all further liability with respect to such monies.

ARTICLE FIVE

EVENTS OF DEFAULT; REMEDIES

Section 5.01. Events of Default. “Event of Default”, whenever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(i) default in the payment of any interest on any Note of the Controlling Class when the same becomes due and payable, and such default shall continue for a period of five days;

(ii) default in the payment of the principal of any Note on its Final Scheduled Distribution Date;

(iii) default in the observance or performance of any material covenant or agreement of the Issuer made in this Indenture (other than a covenant or agreement, a default in the observance or performance of which is specifically dealt with elsewhere in this Section) and such default shall continue or not be cured for a period of 60 days after there shall have been given, by registered or certified mail, to the Issuer by the Depositor or the Indenture Trustee or to the Issuer, the Depositor and the Indenture Trustee, by the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class, a written notice specifying such default and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder;

(iv) any representation or warranty of the Issuer made in this Indenture or in any certificate or other writing delivered pursuant hereto or in connection herewith proving to have been incorrect in any material respect as of the time when the same shall have been made, and the circumstance or condition in respect of which such representation or warranty was incorrect shall not have been eliminated or otherwise cured for a period of 30 days after there shall have been given, by registered or certified mail, to the Issuer by the Depositor or the Indenture Trustee or to the Issuer, the Depositor and the Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class, a written notice specifying such incorrect representation or warranty and requiring it to be remedied and stating that such notice is a notice of Default hereunder;

(v) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Issuer or any substantial part of the Trust Estate in an involuntary case under any applicable Insolvency Law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Trust Estate, or ordering the winding-up or liquidation of the Issuer’s affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or

(vi) the commencement by the Issuer of a voluntary case under any applicable Insolvency Law now or hereafter in effect, or the consent by the Issuer to the entry of an order for relief in an involuntary case under any such Insolvency Law, or the consent by the Issuer to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Trust Estate, or the making by the Issuer of any general assignment for the benefit of creditors, or the failure by the Issuer generally to pay its debts as such debts become due, or the taking of any action by the Issuer in furtherance of any of the foregoing.

The Issuer shall deliver to the Depositor and[,] the Indenture Trustee[ and the Swap Counterparty], within five days after the occurrence thereof, written notice in the form of an Officer’s Certificate of any event which with the giving of notice, the lapse of time or both would become an Event of Default under clause (iii) or (iv) above, its status and what action the Issuer is taking or proposes to take with respect thereto.

Section 5.02. Acceleration of Maturity; Rescission and Annulment.

(a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may, upon prior written notice to each Rating Agency, declare the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), the Depositor and the Servicer, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable.

(b) If the Notes have been declared immediately due and payable following an Event of Default, before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as hereinafter provided in this Article, the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class, by written notice to the Issuer, the Depositor and the Indenture Trustee, may rescind and annul such declaration of acceleration and its consequences if:

(i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay (A) all payments of principal of and interest on the Notes, (B) [all amounts owed to the Swap Counterparty, (C)] all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel and (D) all other amounts that would then be due hereunder or upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and

(ii) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12.

No such rescission shall affect any subsequent default or impair any right consequent thereto.

Section 5.03. Collection of Indebtedness and Suits for Enforcement by IndentureTrustee.

(a) The Issuer covenants that if (i) there is a default relating to the payment of (i) any interest on any Note of the Controlling Class when the same becomes due and payable, and such default continues for a period of five days, or (ii) the principal of any Note on the related Final Scheduled Distribution Date, the Issuer will, upon demand of the Indenture Trustee, pay to it, for the benefit of the Noteholders, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal at the applicable Interest Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest at the applicable Interest Rate and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.

(b) In case the Issuer shall fail forthwith to pay amounts described in Section 5.03(a) upon demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the monies adjudged or decreed to be payable.

(c) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.04, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.

(d) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Insolvency Law, or if a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

(i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and

each predecessor Indenture Trustee), and their respective agents and counsel and for all expenses and other amounts due and owing to the Indenture Trustee pursuant to Section 6.07 and of the Noteholders allowed in such Proceedings;

(ii) unless prohibited by Applicable Law, to vote on behalf of the Noteholders in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;

(iii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; and

(iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee or the Noteholders allowed in any Proceedings relative to the Issuer, its creditors and its property;

and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and counsel, and all other expenses and amounts due and owing to the Indenture Trustee pursuant to Section 6.07.

(e) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such Proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.

(f) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders.

(g) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders, and it shall not be necessary to make any Noteholder a party to any such Proceedings.

Section 5.04. Remedies.

(a) If the Notes have been declared to be immediately due and payable following an Event of Default, the Indenture Trustee may, or at the written direction of the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class shall, take one or more of the following actions as so directed (subject to Sections 5.02 and 5.05):

(i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained and collect from the Issuer and any other obligor upon the Notes monies adjudged due;

(ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate;

(iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders; and

(iv) sell or otherwise liquidate the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law;

provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate at the direction of the Noteholders following an Event of Default, other than an Event of Default described in Section 5.01(i) or (ii), unless: (A)(1) the Holders of Notes evidencing 100% of the Note Balance consent thereto, (2) the proceeds of such sale or liquidation will be sufficient to pay in full the Note Balance and all accrued but unpaid interest on the Outstanding Notes or (3) the Indenture Trustee determines that the Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared immediately due and payable, and the Indenture Trustee obtains the consent of the Holders of Notes evidencing not less than 66⅔% of the Note Balance of the Controlling Class. In determining such sufficiency or insufficiency with respect to clauses (A)(2) and (A)(3), the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose.

(b) If the Indenture Trustee collects any money or property pursuant to this Article as a result of selling or liquidating the Trust Estate, it shall pay out such money or property (together with all Available Collections and all amounts on deposit in the Accounts) on the related Distribution Date or other date fixed pursuant to Section 5.04(c) in the order of priority set forth in Section 2.08(f).

(c) If the Indenture Trustee collects any money or property pursuant to this Section, the Indenture Trustee may fix a record date and distribution date for any payment to Noteholders pursuant to this Section. At least five days before such record date, the Indenture Trustee shall mail to each Noteholder and the Servicer a notice that states the record date, the distribution date and the amount to be paid.

Section 5.05. Optional Preservation of the Trust Estate. If the Notes have been declared to be due and payable under Section 5.02 following an Event of Default and such declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may, but need not, elect to maintain possession of the Trust Estate and continue to apply the proceeds thereof as if there had been no declaration of acceleration; provided however, that the Available Funds shall be applied in accordance with such declaration of acceleration in the manner specified in Section 2.08(f). It is the desire of the parties hereto and the Noteholders that there be at all times sufficient funds for the payment of principal of and interest on the Notes, and the Indenture Trustee shall take such desire into account when determining whether or not to maintain possession of the Trust Estate. In determining whether to maintain possession of the Trust Estate, the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose.

Section 5.06. Limitation of Suits. No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in complying with such request; (iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class.

It is understood and intended that no one or more Noteholders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholders or to obtain or to seek to obtain priority or preference over any other Noteholders or to enforce any right under this Indenture, except in the manner herein provided.

In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than 51% of the Note Balance of the Controlling Class, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Section 5.07. Unconditional Rights of Noteholders to Receive Principal and Interest. Notwithstanding any other provisions of this Indenture, the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest, if any, on such Note on or after the respective due dates thereof expressed in such Note or in this Indenture (or, in the case of redemption, on or after the Redemption Date) and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Holder.

Section 5.08. Restoration of Rights and Remedies. If the Indenture Trustee or any Noteholder has instituted any Proceeding to enforce any right or remedy under this Indenture and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Indenture Trustee or such Noteholder, then and in every such case the Issuer, the Indenture Trustee and the Noteholders shall, subject to any determination in such Proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Indenture Trustee and the Noteholders shall continue as though no such Proceeding had been instituted.

Section 5.09. Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Indenture Trustee or the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 5.10. Delay or Omission Not a Waiver. No delay or omission of the Indenture Trustee or any Noteholder to exercise any right or remedy accruing upon any Default or Event of Default shall impair any such right or remedy or constitute a waiver of any such Default or Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Indenture Trustee or the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee or the Noteholders, as the case may be.

Section 5.11. Control by Noteholders of the Controlling Class. The Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, that:

(i) such direction shall not be in conflict with any rule of law or with this Indenture;

(ii) subject to the terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Trust Estate shall be by Holders of Notes evidencing not less than 100% of the Note Balance;

(iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes evidencing less than 100% of the Note Balance to sell or liquidate the Trust Estate shall be of no force and effect; and

(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction.

Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action that it determines might involve it in liability for

which it will not be adequately indemnified or might materially adversely affect the rights of any Noteholders not consenting to such action.

Section 5.12. Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.02, the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may, on behalf of all Noteholders, waive any past Default or Event of Default and its consequences except a Default or Event of Default (i) in payment of principal of or interest on any of the Notes or (ii) in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each Note. In the case of any such waiver, the Issuer, the Indenture Trustee and Noteholders shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto.

Upon any such waiver, such Default or Event of Default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurred, for every purpose of this Indenture, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto.

Section 5.13. Undertaking for Costs. All parties to this Indenture agree, and each Holder of Note by such Holder’s acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Indenture Trustee for any action taken, suffered or omitted by it as Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; provided, however, that the provisions of this Section shall not apply to any suit instituted by (i) the Indenture Trustee, (ii) any Noteholder, or group of Noteholders, in each case holding Notes evidencing in the aggregate more than 10% of the Note Balance (or, in the case of any suit which is instituted by the Controlling Class, more than 10% of the Note Balance of the Controlling Class) or (iii) any Noteholder for the enforcement of the payment of principal of or interest on any Note on or after the respective due dates expressed in such Note and in this Indenture (or, in the case of redemption, on or after the Redemption Date).

Section 5.14. Waiver of Stay or Extension Laws. The Issuer covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, or plead or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not hinder, delay or impede the execution of any power herein granted to the Indenture Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

Section 5.15. Action on Notes. The Indenture Trustee’s right to seek and recover judgment on the Notes or under this Indenture shall not be affected by the seeking, obtaining or

application of any other relief under or with respect to this Indenture. Neither the Lien of this Indenture nor any rights or remedies of the Indenture Trustee or the Noteholders shall be impaired by the recovery of any judgment by the Indenture Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the Trust Estate or upon any of the assets of the Issuer. Any money or property collected by the Indenture Trustee shall be applied in accordance with Section 5.04(b).

Section 5.16. Performance and Enforcement of Certain Obligations.

(a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Depositor, the Seller and the Servicer of their respective obligations to the Issuer under or in connection with the Sale and Servicing Agreement or by the Seller of its obligations to the Depositor under or in connection with the Receivables Purchase Agreement, in each case in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Depositor or the Issuer under or in connection with the Sale and Servicing Agreement or the Receivables Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Depositor, the Seller or the Servicer thereunder and the institution of legal or administrative actions or Proceedings to compel or secure performance by the Depositor, the Seller and the Servicer of their respective obligations under the Sale and Servicing Agreement or the Seller of its obligations under the Receivables Purchase Agreement.

(b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of Holders of Notes evidencing not less than 66⅔% of the Note Balance of the Controlling Class shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Depositor, the Seller or the Servicer under or in connection with the Sale and Servicing Agreement or against the Seller under or in connection with the Receivables Purchase Agreement, including the right or power to take any action to compel or secure performance or observance by the Depositor, the Seller or the Servicer, as the case may be, of its obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement or the Receivables Purchase Agreement, as the case may be, and any right of the Issuer to take such action shall be suspended.

(c) If an Event of Default shall have occurred and be continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of Notes evidencing not less than 66⅔% of the Note Balance of the Controlling Class shall, exercise all rights, remedies, powers, privileges and claims of the Depositor against the Seller under or in connection with the Receivables Purchase Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller of its obligations to the Depositor thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Receivables Purchase Agreement, and any right of the Depositor to take such action shall be suspended.

ARTICLE SIX

THE INDENTURE TRUSTEE

Section 6.01. Duties of Indenture Trustee.

(a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b) Except during the continuance of an Event of Default:

(i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and

(ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

(c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(i) this paragraph does not limit the effect of paragraph (b) of this Section;

(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Indenture Trustee unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and

(iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.11.

(d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to paragraphs (a), (b) and (c) of this Section.

(e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.

(f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the other Basic Documents.

(g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA.

Section 6.02. Rights of Indenture Trustee.

(a) Except as provided by the second succeeding sentence, the Indenture Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper Person. The Indenture Trustee need not investigate any fact or matter stated in the document. Notwithstanding the foregoing, the Indenture Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Indenture Trustee that shall be specifically required to be furnished pursuant to any provision of this Indenture, shall examine them to determine whether they comply as to form to the requirements of this Indenture.

(b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate or Opinion of Counsel.

(c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder.

(d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith.

(e) The Indenture Trustee may consult with counsel, and the written advice of such counsel or Opinion of Counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

(f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

Section 6.03. Individual Rights of Indenture Trustee. The Indenture Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Indenture Trustee. Any Paying Agent, Note Registrar, co-registrar or co-paying agent may do the same with like rights. However, the Indenture Trustee must comply with Section 6.11.

Section 6.04. Indenture Trustee’s Disclaimer. The Indenture Trustee shall not be (i) responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, (ii) accountable for the Issuer’s use of the proceeds from the Notes and (iii) responsible for any statement of the Issuer in this Indenture or in any document issued in connection with the sale of the Notes or in the Notes other than the Indenture Trustee’s certificate of authentication.

Section 6.05. Notice of Defaults. If a Default occurs and is continuing and if it is known to a Responsible Officer of the Indenture Trustee, the Indenture Trustee shall mail to each Noteholder notice of such Default within 30 days after it occurs. Except in the case of a Default in payment of principal of or interest on any Note (including payments pursuant to the redemption provisions of such Note), the Indenture Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of Noteholders.

Section 6.06. Reports by Indenture Trustee to Noteholders. The Indenture Trustee shall deliver, within a reasonable period of time after the end of each calendar year, to each Person who at any time during such calendar year was a Noteholder, such information furnished to the Indenture Trustee as may be required to enable such Person to prepare its federal and State income tax returns.

Section 6.07. Compensation and Indemnity.

(a) The Issuer shall, or shall cause the Administrator to, pay to the Indenture Trustee from time to time reasonable compensation for its services pursuant to a fee agreement between the Administrator and the Indenture Trustee. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall, or shall cause the Administrator to, reimburse the Indenture Trustee for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall, or shall cause the Administrator to, indemnify and hold harmless the Indenture Trustee and its officers, directors, employees, representatives and agents against any and all loss, liability, tax (other than taxes based on the income of the Indenture Trustee) or expense (including attorneys’ fees) of whatever kind or nature regardless of their merit directly or indirectly incurred by it or them without willful misconduct, negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by this Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under this Indenture or under any of the other Basic Documents. The Indenture Trustee shall notify the Issuer and the

Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not relieve the Issuer or the Administrator of its obligations hereunder. The Issuer shall, or shall cause the Administrator to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the fees and expenses of such counsel. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith.

(b) The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(iv) with respect to the Issuer, the expenses are intended to constitute expenses of administration under the Bankruptcy Code or any other applicable Insolvency Law.

Section 6.08. Replacement of Indenture Trustee.

(a) No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section. The Indenture Trustee may resign at any time by so notifying the Issuer, the Depositor and the Noteholders, and will provide all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K under the Exchange Act, with respect to the resignation of the Indenture Trustee. The Holders of Notes evidencing not less than 51% of the Note Balance of the Notes may remove the Indenture Trustee without cause by notifying the Indenture Trustee (with a copy to the Issuer, the Depositor and the Rating Agencies) of such removal and, following such removal, may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if (i) the Indenture Trustee fails to comply with Section 6.11, (ii) the Indenture Trustee is adjudged to be bankrupt or insolvent, (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property or (iv) the Indenture Trustee otherwise becomes incapable of acting.

(b) The Depositor may remove the Indenture Trustee if the Indenture Trustee fails to comply with Section 3.07(e), 6.08 or 6.09 with respect to notice to or providing information to the Depositor, or with Article Nine of the Sale and Servicing Agreement, in each case if such failure continues for the lesser of ten days or such period in which the applicable Exchange Act Report can be timely filed (without taking into account any extensions).

(c) If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator shall promptly appoint a successor Indenture Trustee and notify the Depositor of such appointment. Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer and the Depositor and shall also provide all information reasonably requested by the Depositor in order to comply with its reporting obligation under the Exchange Act with respect to the replacement Indenture Trustee. Upon delivery of such written acceptance, the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture

Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee.

(d) If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee.

(e) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Indenture Trustee pursuant to this Section and payment of all fees and expenses owed to the outgoing Indenture Trustee. Notwithstanding the replacement of the Indenture Trustee pursuant to this Section, the Issuer’s and the Administrator’s obligations under Section 6.07 shall continue for the benefit of the retiring Indenture Trustee.

Section 6.09. Successor Indenture Trustee by Merger.

(a) If the Indenture Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation or banking association, without any further act, shall be the successor Indenture Trustee; provided, that such corporation or banking association must be otherwise qualified and eligible under Section 6.11. The Indenture Trustee shall provide the Depositor and the Servicer prior written notice of any such transaction.

(b) In case at the time such successor or successors by merger, conversion or consolidation to the Indenture Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have been authenticated but not delivered, any such successor to the Indenture Trustee may adopt the certificate of authentication of any predecessor trustee and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Indenture Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Indenture Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture provided that the certificate of the Indenture Trustee shall have.

Section 6.10. Appointment of Co-Trustee or Separate Trustee.

(a) Notwithstanding any other provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located, the Indenture Trustee shall have the power and may execute and deliver an instrument to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the

Trust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust Estate or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.08.

(b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee;

(ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and

(iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee.

(c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee and a copy thereof given to the Administrator.

(d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Section 6.11. Eligibility; Disqualification. The Indenture Trustee shall at all times satisfy the requirements of TIA Section 310(a). The Indenture Trustee or its parent shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition and shall have a long term debt rating of “A” or better by Standard & Poor’s and “A3” or better by Moody’s or shall otherwise be acceptable to each Rating Agency. The Indenture Trustee shall comply with TIA Section 310(b).

If at any time following the occurrence of an Event of Default which shall not have been cured or waived, the Indenture Trustee shall ascertain that it has a conflict of interest (as defined in TIA Section 310(b)), with respect to one or more Classes of Notes, then within 90 days after ascertaining such conflict of interest, unless authorized by the Commission, the Indenture Trustee shall either eliminate such conflict of interest or, except as otherwise provided in TIA Section 310(b), resign with respect to such Class or Classes of Notes in accordance with Section 6.08, and the Issuer shall appoint a successor Indenture Trustee for each such Class, as applicable, so that there will be one or more separate Indenture Trustees, as necessary, for any Class or Classes of Notes as to which the retiring Indenture Trustee had a conflict of interest. In the event the Indenture Trustee fails to comply with the terms of the preceding sentence, the Indenture Trustee shall comply with clauses (ii) and (iii) of TIA Section 310(b).

In the case of the appointment pursuant to this Section of a successor Indenture Trustee with respect to one or more Classes of Notes, the Issuer, the retiring Indenture Trustee and the successor Indenture Trustee with respect to such Class of Notes shall execute and deliver an indenture supplemental hereto wherein each successor Indenture Trustee shall accept such appointment and which (i) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, the successor Indenture Trustee all the rights, powers, trusts and duties of the retiring Indenture Trustee with respect to the Notes of the Class to which the appointment of such successor Indenture Trustee relates, (ii) if the retiring Indenture Trustee is not retiring with respect to all Classes of Notes, shall contain such provisions as shall be deemed necessary or desirable to confirm that all rights, powers, trusts and duties of the retiring Indenture Trustee with respect to the Notes of each Class as to which the retiring Indenture Trustee is not retiring shall continue to be vested in the Indenture Trustee and (iii) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Indenture Trustees co-trustees of the same trust and that each such Indenture Trustee shall be a trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Indenture Trustee; and upon the removal of the retiring Indenture Trustee shall become effective to the extent provided herein.

Section 6.12. Preferential Collection of Claims Against Issuer. The Indenture Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). An Indenture Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated.

Section 6.13. Representations and Warranties of Indenture Trustee. The Indenture Trustee hereby makes the following representations and warranties on which the Issuer and the Noteholders shall rely:

(i) the Indenture Trustee is a banking association duly organized, validly existing and in good standing under the laws of the United States;

(ii) the Indenture Trustee has full power, authority and legal right to execute, deliver and perform this Indenture and shall have taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; and

(iii) this Indenture is an enforceable obligation of the Indenture Trustee.

Section 6.14. Furnishing of Documents. The Indenture Trustee shall furnish to any Noteholder promptly upon receipt of a written request by such Noteholder therefor (at the expense of the related Noteholder), copies of the Basic Documents.

Section 6.15. Encryption. Notwithstanding anything to the contrary herein, any and all communications (both text and attachments) by or from the Indenture Trustee that the Indenture Trustee in its sole discretion deems to contain confidential, proprietary, and/or sensitive information may be encrypted or made available at the Indenture Trustee’s website at www.usbank.com/abs on a password protected basis.

ARTICLE SEVEN

NOTEHOLDERS’ LISTS AND REPORTS

Section 7.01. Issuer to Furnish Indenture Trustee Names and Addresses of Noteholders. The Issuer shall furnish or cause to be furnished to the Indenture Trustee (i) not more than five days after each Record Date, a list, in such form as the Indenture Trustee may reasonably require, of the names and addresses of the Noteholders as of such Record Date and (ii) at such other times as the Indenture Trustee may request in writing, within 30 days after receipt by the Issuer of any such request, a list of similar form and content as of a date not more than ten days prior to the time such list is furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar or the Notes are issued as Book-Entry Notes, no such list shall be required to be furnished.

Section 7.02. Preservation of Information; Communications, Reports and CertainDocuments to Noteholders.

(a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.01 and the names and addresses of Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.01 upon receipt of a new list so furnished.

(b) Noteholders may communicate pursuant to TIA Section 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes.

Section 7.03. Reports by Issuer.

(a) The Issuer shall:

(i) file with the Indenture Trustee, within 15 days after the Issuer is required to file the same with the Commission, copies of the annual reports and the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) that the Issuer may be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act;

(ii) file with the Indenture Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by the Issuer with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and

(iii) supply to the Indenture Trustee (and the Indenture Trustee shall mail to all Noteholders described in TIA Section 313(c)) such summaries of any information, documents and reports required to be filed by the Issuer pursuant to clauses (i) and (ii) of this Section 7.03(a) and by the rules and regulations prescribed from time to time by the Commission.

(b) Unless the Issuer otherwise determines, the fiscal year of the Issuer shall end on December 31 of each year.

Section 7.04. Reports by Indenture Trustee.

(a) If required by TIA Section 313(a), within 60 days after each December 15 beginning with December 15, 2009, the Indenture Trustee shall mail to each Noteholder as required by TIA Section 313(c), a brief report dated as of such date that complies with TIA Section 313(a). The Indenture Trustee shall also comply with TIA Section 313(b).

(b) The Indenture Trustee shall provide to the Administrator and the Servicer, to be filed by the Administrator or the Servicer with the Commission and each stock exchange, if any, on which the Notes are listed, a copy of each report mailed to Noteholders pursuant to this Indenture. The Issuer shall notify the Indenture Trustee if and when the Notes are listed on any stock exchange.

ARTICLE EIGHT

ACCOUNTS, DISBURSEMENTS AND RELEASES

Section 8.01. Collection of Money. Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture and the Sale and Servicing Agreement. The Indenture Trustee shall apply all such money received by it as provided in this Indenture and the Sale and Servicing Agreement. Except as otherwise expressly provided in this Indenture, if any default occurs in the making of any payment or performance under any agreement or instrument that is part of the Trust Estate, the Indenture Trustee may take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate Proceedings. Any such action shall be without prejudice to any right to claim a Default or Event of Default under this Indenture and any right to proceed thereafter as provided in Article Five.

Section 8.02. Accounts.

(a) On or before the Closing Date, the Issuer shall cause the Servicer to establish and maintain, at an Eligible Institution, which shall initially be the Indenture Trustee, in the name of the Indenture Trustee, for the benefit of the Securityholders, the Servicer and the Trustees, the Collection Account as provided in Section 4.01(a) of the Sale and Servicing Agreement. On or before each Distribution Date, the Servicer shall deposit in the Collection Account all amounts required to be deposited therein with respect to the preceding Collection Period as provided in Sections 4.04 and 4.07 of the Sale and Servicing Agreement. On each Distribution Date, the Indenture Trustee shall apply or cause to be applied the amount on deposit in the Collection Account on such Distribution Date in accordance with Section 2.08(a) (or following the acceleration of the Notes after the occurrence of an Event of Default, in accordance with Section 2.08(f)).

(b) On or before the Closing Date, the Issuer shall cause the Servicer to establish and maintain, at an Eligible Institution, which shall initially be the Indenture Trustee, in the name of the Indenture Trustee, for the benefit of the Securityholders, the Reserve Fund as provided in Sections 4.01 and 4.02 of the Sale and Servicing Agreement. On or before each Distribution Date, upon receipt of instructions from the Servicer pursuant to Section 4.08(c) of the Sale and Servicing Agreement, the Indenture Trustee, directly or through the Paying Agent, shall withdraw or cause to be withdrawn from the Reserve Fund and deposit in the Collection Account, the Reserve Fund Draw Amount, if any, for such Distribution Date.

(c) On or before the Closing Date, the Issuer shall cause the Servicer to establish and maintain, at an Eligible Institution, which shall initially be the Indenture Trustee, in the name of the Indenture Trustee, for the benefit of the Noteholders, the Servicer, the Trustees and the Paying Agent, the Note Payment Account as provided in Section 4.01(a) of the Sale and Servicing Agreement. On each Distribution Date, the Indenture Trustee shall, directly or through the Paying Agent, apply or cause to be applied the amount on deposit in the Note Payment Account on such Distribution Date in accordance with Section 2.08.

Section 8.03. General Provisions Regarding Accounts.

(a) For so long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Accounts shall be invested by the Servicer or the Indenture Trustee at the written direction of the Servicer, as applicable, in Eligible Investments as provided in Sections 4.01 of the Sale and Servicing Agreement. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Accounts shall be withdrawn (or caused to be withdrawn) by the Indenture Trustee, from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.01, 4.02, 4.05, 4.06, 4.07 and 4.08 of the Sale and Servicing Agreement. The Servicer shall not and shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in any of the Accounts unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect.

(b) Subject to Section 6.01(c), the Indenture Trustee will not be liable by reason of any insufficiency in any of the Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Indenture Trustee’s failure to make payments on such Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee.

(c) If the Indenture Trustee is the entity maintaining the Accounts and (i) the Servicer shall have failed to give investment directions for any funds on deposit in the Accounts to the Indenture Trustee by 2:00 p.m., New York City time (or such other time as may be agreed upon by the Issuer and the Indenture Trustee), on the Business Day preceding the day such investment will be made or (ii) to the knowledge of an Authorized Officer of the Indenture Trustee, a Default or Event of Default shall have occurred and be continuing but the Notes shall not have been declared due and payable pursuant to Section 5.02 or (iii) if the Notes shall have been declared due and payable following an Event of Default but amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.05 as if there had not been such a declaration, then the Indenture Trustee upon actual knowledge by a Responsible Officer of the Indenture Trustee of such event shall, to the fullest extent practicable, invest and reinvest funds in the Accounts in the one or more investments described in clause (vii) of the definition of the term “Eligible Investments”.

Section 8.04. Release of Trust Estate.

(a) Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the Lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that are not inconsistent with the provisions of this Indenture. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies.

(b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due to the Indenture Trustee pursuant to Section 6.07 have been paid in full, release any remaining portion of the Trust Estate that secured the Notes from the Lien of this Indenture and release to the Issuer or any other Person entitled thereto any funds then on deposit in the Accounts. The Indenture Trustee shall release property from the Lien of this Indenture pursuant to this Section only upon receipt of an Issuer Request accompanied by an Officer’s Certificate and an Opinion of Counsel and, if required by the TIA or Section 11.01, Independent Certificates in accordance with TIA Sections 314(c) and 314(d)(1), and otherwise in accordance with the applicable requirements of Section 11.01.

Section 8.05. Opinion of Counsel. The Indenture Trustee shall receive at least seven days’ notice when requested by the Issuer to take any action pursuant to Section 8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.04(b), as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such action, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Section 8.06. [The Collateral Support Account. The Indenture Trustee acknowledges that, pursuant to the provisions of the Swap Agreement, the Swap Counterparty may be required to post collateral with the Indenture Trustee to secure the Swap Counterparty’s obligations under the Swap Agreement. The Indenture Trustee agrees to establish and maintain a collateral support account (the “Collateral Support Account”) as an Eligible Deposit Account with an Eligible Institution, to hold such collateral and invest such amounts in Eligible Investments, if requested to do so by the Servicer or the Administrator. The Indenture Trustee further agrees to follow such written instructions relating to the administration of, and transfers from, the Collateral Support Account as may be delivered by the Servicer or the Administrator, in each case subject to and in accordance with the terms of the Swap Agreement.]

ARTICLE NINE

SUPPLEMENTAL INDENTURES

Section 9.01. Supplemental Indentures Without Consent of Noteholders.

(a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, enter into one or more indentures supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes:

(i) to correct or amplify the description of any property at any time subject to the Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject to the Lien of this Indenture additional property;

(ii) to evidence the succession, in compliance with the applicable provisions hereof, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained;

(iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power herein conferred upon the Issuer;

(iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;

(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or in any (i) offering document used in connection with the initial offer and sale of the Notes or to add any provisions to or change in any manner or eliminate any of the provisions of this Indenture which will not be inconsistent with other provisions of this Indenture or (ii) other Basic Document with respect to matters or questions arising under this Indenture or in any supplemental indenture;

(vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article Six; or

(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission.

provided, however, that no such supplemental indenture (i) may materially adversely affect the interests of any Noteholder and (ii) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause the Issuer to

be characterized for federal income tax purposes as an association or publicly traded partnership taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or any Noteholder. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.

(b) A supplemental indenture shall be deemed not to materially adversely affect the interests of any Noteholder if the Person requesting such supplemental indenture (i) has delivered no fewer than ten days’ prior written notice of such supplemental indenture to each Rating Agency and (ii) obtains and delivers to the Indenture Trustee an Opinion of Counsel to the effect that the supplemental indenture would not materially adversely affect the interests of any Noteholder.

Section 9.02. Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class and with prior written notice to the Rating Agencies, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time enter into one or more indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that (i) the Rating Agency Condition shall have been satisfied with respect such action and (ii) no such supplemental indenture will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause the Issuer to be characterized for federal income tax purposes as an association or publicly traded partnership taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or any Noteholder; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely affected by such supplemental indenture:

(i) change any Final Scheduled Distribution Date or the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate applicable thereto or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article Five, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);

(ii) reduce the percentage of the Note Balance or the Note Balance of the Controlling Class, the consent of the Holders of Notes of which is required for any such supplemental indenture, or the consent of the Holders of Notes of which is required for any waiver of compliance with certain provisions of hereunder or certain defaults and their consequences provided for in this Indenture;

(iii) modify or alter (A) the provisions of the proviso to the definition of the term “Outstanding”, (B) the definition of the term “Note Balance” or (C) the definition of the term “Controlling Class”;

(iv) reduce the percentage of the Note Balance required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04 if the proceeds of such sale or liquidation would be insufficient to pay in full the principal amount of and accrued but unpaid interest on the Notes;

(v) reduce the percentage of the Note Balance of the Controlling Class the consent of the Holders of Notes of which is required for any such supplemental indenture amending the provisions of this Indenture which specify the applicable percentage of the Note Balance of the Controlling Class the consent of which is required for such supplemental indenture or the amendment of any other Basic Document;

(vi) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;

(vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;

(viii) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the Lien of this Indenture on any property at any time subject hereto or deprive the Noteholders of the security provided by the Lien of this Indenture; or

(ix) impair the right to institute suit for the enforcement of payment as provided in Section 5.07.

The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith.

It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect

therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Section 9.03. Execution of Supplemental Indentures. In executing, or permitting the additional trusts created by, any supplemental indenture permitted by this Article or the modification thereby of the trusts created by this Indenture, the Indenture Trustee shall be entitled to receive, and subject to Sections 6.01 and 6.02, shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and that all conditions precedent in this Indenture to the execution and delivery of such supplemental indenture have been satisfied. The Indenture Trustee may, but shall not be obligated to, enter into any such supplemental indenture that affects the Indenture Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise.

[Notwithstanding any other provision of this Article, no supplemental indenture shall, without the prior written consent of the Swap Counterparty, modify or amend this Indenture in a manner that would materially and adversely affect the Swap Counterparty’s rights under the Swap Agreement.]

Section 9.04. Effect of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the provisions hereof, this Indenture shall be and shall be deemed to be modified and amended in accordance therewith with respect to the Notes affected thereby, and the respective rights, limitations of rights, obligations, duties, liabilities and immunities under this Indenture of the Indenture Trustee, the Issuer and the Noteholders shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

Section 9.05. Conformity with Trust Indenture Act. Every amendment of this Indenture and every supplemental indenture executed pursuant to this Article shall conform to the requirements of the TIA as then in effect so long as this Indenture shall then be qualified under the TIA.

Section 9.06. Reference in Notes to Supplemental Indentures. Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and if required by the Indenture Trustee shall, bear a notation in form approved by the Indenture Trustee as to any matter provided for in such supplemental indenture. If the Issuer or the Indenture Trustee shall so determine, new Notes so modified as to conform, in the opinion of the Indenture Trustee and the Issuer, to any such supplemental indenture may be prepared and executed by the Issuer and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes.

ARTICLE TEN

REDEMPTION OF NOTES

Section 10.01. Redemption. The Notes are subject to redemption in whole, but not in part, at the direction of the Servicer pursuant to Section 8.01 of the Sale and Servicing Agreement, on any Distribution Date on which the Servicer exercises its option to purchase the assets of the Issuer pursuant to said Section, and the amount paid by the Servicer shall be treated as collections in respect of the Receivables and applied to pay all amounts due to the Servicer under the Sale and Servicing Agreement, the Total Trustee Fees and the unpaid principal amount of the Notes plus accrued and unpaid interest thereon. The Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes are to be redeemed pursuant to this Section, the Servicer shall furnish notice of such redemption to the Indenture Trustee, the Depositor and the Rating Agencies, not fewer than ten nor more than 30 days prior to the Redemption Date and the Issuer will, or will cause the Servicer to, irrevocably deposit, by 2:00 p.m., New York City time, on the Business Day prior to the Redemption Date, with the Indenture Trustee in the Collection Account the Redemption Price of the Notes to be redeemed (all or a portion of which deposit may be made from Available Funds), whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Noteholder.

Section 10.02. Form of Redemption Notice. Notice of redemption under Section 10.01 shall be given by the Indenture Trustee by first-class mail, postage prepaid, or by facsimile and mailed or transmitted not later than 10 days prior to the applicable Redemption Date to each Holder of Notes, as of the close of business on the Record Date preceding the applicable Redemption Date, at such Noteholder’s address or facsimile number appearing in the Note Register.

All notices of redemption shall state:

(i) the Redemption Date;

(ii) the Redemption Price;

(iii) the place where such Notes are to be surrendered for payment of the Redemption Price (which shall be the office or agency of the Issuer to be maintained as provided in Section 3.02); and

(iv) that on the Redemption Date, the Redemption Price will become due and payable upon each Note and that interest thereon shall cease to accrue from and after the Redemption Date.

Notice of redemption of the Notes shall be given by the Indenture Trustee in the name and at the expense of the Issuer. Failure to give notice of redemption, or any defect therein, to any Noteholder shall not impair or affect the validity of the redemption of any other Note.

Section 10.03. Notes Payable on Redemption Date. The Notes to be redeemed shall, following notice of redemption as required by Section 10.02, on the Redemption Date become

due and payable at the Redemption Price and (unless the Issuer shall default in the payment of the Redemption Price) no interest shall accrue on the Redemption Price for any period after the date to which accrued interest is calculated for purposes of calculating the Redemption Price.

ARTICLE ELEVEN

MISCELLANEOUS

Section 11.01. Compliance Certificates and Opinions, etc.

(a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with and (iii) if required by Section 11.01(b)(ii) or the TIA or an Independent Certificate, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto;

(ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(iii) a statement that, in the opinion of each signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(iv) a statement as to whether, in the opinion of each signatory, such condition or covenant has been complied with.

(b) (i) to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the Lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.01(a) or elsewhere in this Indenture, deliver to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of each individual signing such certificate as to the fair value (within 90 days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited.

(ii) Whenever the Issuer is required to furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (i) above, the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters, if the fair value to the Issuer of the property or securities to be so deposited and of all other such securities made the basis of

any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates furnished pursuant to clause (i) above and this clause (ii), is 10% or more of the Note Balance, but such a certificate need not be furnished with respect to any property or securities so deposited, if the fair value thereof to the Issuer as set forth in the related Officer’s Certificate is less than $25,000 or less than 1% of the Note Balance.

(iii) Other than with respect to any release described in clause (A) or (B) of Section 11.01(b)(v), whenever any property or securities are to be released from the Lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof.

(iv) Whenever the Issuer is required to furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (iii) above, the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property (other than property described in clauses (A) or (B) of Section 11.01(b)(v)) released from the Lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by clause (iii) above and this clause (iv), equals 10% or more of the Note Balance, but such certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Officer’s Certificate is less than $25,000 or less than 1% of the Note Balance at the time of such release.

(v) Notwithstanding Section 2.13 or any other provision of this Section, the Issuer may, without compliance with the requirements of the other provisions of this Section, (A) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Basic Documents and (B) make cash payments out of the Accounts as and to the extent permitted or required by the Basic Documents.

Section 11.02. Form of Documents Delivered to Indenture Trustee.

(a) In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

(b) Any certificate or opinion of an Authorized Officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which such Officer’s

Certificate or opinion is based are erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Seller, the Servicer, the Depositor, the Issuer or the Administrator, stating that the information with respect to such factual matters is in the possession of the Seller, the Servicer, the Depositor, the Issuer or the Administrator, unless such Authorized Officer or counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

(c) Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

(d) Whenever in this Indenture, in connection with any application or certificate or report to the Indenture Trustee, it is provided that the Issuer shall deliver any document as a condition of the granting of such application, or as evidence of the Issuer’s compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuer to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the Indenture Trustee’s right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article Six.

Section 11.03. Acts of Noteholders.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient.

(d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind the Holder of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Section 11.04. Notices, etc., to Indenture Trustee, Issuer, Depositor[, Swap Counterparty] and Rating Agencies. Unless otherwise specified in this Indenture, all notices, requests, demands, consents, waivers, Act of Noteholders or other communications to or from the parties to this Indenture will be in writing. Notices, requests, demands, consents and other communications will be deemed to have been given and made, (i) upon delivery or, in the case of a letter mailed via registered first class mail, postage prepaid, three days after deposit in the mail and (ii) in the case of (a) a facsimile, when receipt is confirmed by telephone or by reply email or reply facsimile from the recipient, (b) an e-mail, when receipt is confirmed by telephone or by reply email from the recipient and (c) an electronic posting to a password-protected website, upon printed confirmation of the recipient’s access to such password-protected website, or when notification of such electronic posting is confirmed in accordance with clauses (ii)(b) through (ii)(c) above. Unless otherwise specified in this Indenture, any such notice, request, demand, consent or other communication will be delivered or addressed, in the case of (i) the Indenture Trustee by any Noteholder or by the Issuer at the Corporate Trust Office, (ii) the Issuer by the Indenture Trustee or by any Noteholder at Mercedes-Benz Auto Receivables Trust 2009-1, c/o Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890 (telecopier no. (302) 636-4140), Attention: Corporate Trust Administration, with a copy to the Administrator at DCFS USA LLC, 35455 Corporate Drive, Farmington Hills, Michigan 48331 (telecopier no. (248) 991-6962), Attention: Steven C. Poling, (iii) the Representative by the Issuer or by the Indenture Trustee at the address of the Representative set forth in the Underwriting Agreement, (iv) [the Swap Counterparty, with respect to the Monthly Investor Report, on the website of the Indenture Trustee, and for all other instances, by the Issuer or the Indenture Trustee at JPMorgan Chase Bank, N.A., 270 Park Avenue, 41st Floor, New York, New York 10017 (telecopier no. (212) 270-3620, Attention: Legal Department-Derivatives Practice Group], (v) to each Rating Agency, as applicable, by the Issuer, the Indenture Trustee or the Owner Trustee, in the case of (a) Moody’s, at Moody’s Investors Service, Inc., ABS Monitoring Department, 7 World Trade Center, 25th Floor, 250 Greenwich Street, New York, New York 10007 (e-mail: ServicerReports@Moodys.com) and (b) Standard & Poor’s, at Standard & Poor’s Ratings Services, a Division of The McGraw-Hill Companies, Inc., 55 Water Street, New York, New York 10041, Attention: Asset Backed Surveillance Department (e-mail: Servicer_Reports@sandp.com) and (vi) as to each of the foregoing, at such other address as shall be designated by written notice to the other parties.

Section 11.05. Notices to Noteholders; Waiver. Where this Indenture provides for notice to Noteholders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by first-class mail, postage prepaid to each Noteholder affected by such event, at such Noteholder’s address as it appears on the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholder shall affect the sufficiency of such notice with respect to other Noteholders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given.

Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed

with the Indenture Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver.

In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee shall be deemed to be a sufficient giving of such notice.

Where this Indenture provides for notice to any Rating Agency, failure to give such notice shall not affect any other rights or obligations created hereunder, and shall not under any circumstance constitute a Default or Event of Default.

Section 11.06. Alternate Payment and Notice Provisions. Notwithstanding any provision of this Indenture or any of the Notes to the contrary, the Issuer may enter into any agreement with any Noteholder providing for a method of payment, or notice by the Indenture Trustee or any Paying Agent to such Noteholder, that is different from the methods provided for in this Indenture for such payments or notices. The Issuer will furnish to the Indenture Trustee a copy of each such agreement and the Indenture Trustee will cause payments to be made and notices to be given in accordance with such agreements.

Section 11.07. Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with another provision hereof that is required to be included in this Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control.

The provisions of TIA Sections 310 through 317 that impose duties on any Person (including the provisions automatically deemed included herein unless expressly excluded by this Indenture) are a part of and govern this Indenture, whether or not physically contained herein.

Section 11.08. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 11.09. Successors and Assigns. All covenants and agreements in this Indenture and the Notes by the Issuer shall bind its successors and assigns, whether so expressed or not. All agreements of the Indenture Trustee in this Indenture shall bind its successors, co-trustees and agents.

Section 11.10. Severability. In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Indenture and the Notes shall not in any way be affected or impaired thereby.

Section 11.11. Benefits of Indenture; Third Party Beneficiaries. Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, the Owner Trustee, the Noteholders (and, with respect to Sections 5.04 and 2.08, the Certificateholders), any other party secured hereunder and any other

Person with an ownership interest in any part of the Trust Estate, any benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 11.12. Legal Holidays. In any case where the date on which any payment is due shall not be a Business Day, then (notwithstanding any other provision of the Notes or this Indenture) payment need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the date on which nominally due, and except as otherwise provided in the Basic Documents, no interest shall accrue for the period from and after any such nominal date.

Section 11.13. GOVERNING LAW. THIS INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICT OF LAWS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 11.14. Counterparts. This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 11.15. Recording of Indenture. If this Indenture is subject to recording in any appropriate public recording offices, such recording shall be effected by the Issuer and at its expense accompanied by an Opinion of Counsel (which may be counsel to the Indenture Trustee or any other counsel reasonably acceptable to the Indenture Trustee) to the effect that such recording is necessary either for the protection of the Noteholders or any other Person secured hereunder or for the enforcement of any right or remedy granted to the Indenture Trustee under this Indenture.

Section 11.16. Trust Obligation. Except as otherwise provided in Section 3.07(e), no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee, except as otherwise provided in Section 3.07(e), and the Owner Trustee have no such obligations in their individual capacities) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by Applicable Law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. For all purposes of this Indenture, in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles Six, Seven and Eight of the Trust Agreement.

Section 11.17. No Petition. The Indenture Trustee, by entering into this Indenture, and each Noteholder or Note Owner, by accepting a Note or a beneficial interest therein, as the case may be, hereby covenant and agree that they will not at any time institute against the Issuer or the Depositor, or join in any institution against the Issuer or the Depositor of, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceedings, or other Proceedings under any Insolvency Law in connection with any obligations relating to the Notes or any Basic Document and agrees that it will not cooperate with or encourage others to file a bankruptcy petition against the Issuer or the Depositor during the same period.

Section 11.18. No Recourse. The Notes represent obligations of the Issuer only and do not represent an interest in or obligations of the Servicer, the Depositor or any of their respective Affiliates, and no recourse may be had against such parties or their assets, except as may be set forth in this Indenture and the other Basic Documents. Each Noteholder, by acceptance of a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith against (i) either Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of either Trustee in its individual capacity or any holder of a beneficial interest in the Issuer, either Trustee or of any successor or assign of either Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

Section 11.19. Inspection. The Issuer shall, with reasonable prior notice, permit any representative of the Indenture Trustee, during the Issuer’s normal business hours, to examine the books of account, records, reports and other papers of the Issuer, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuer’s affairs, finances and accounts with the Issuer’s officers, employees, and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) and except to the extent that the Indenture Trustee may reasonably determine that such disclosure is consistent with its obligations hereunder.

Section 11.20. Subordination Agreement. Each Noteholder, by accepting a Note or a beneficial interest therein, hereby covenants and agrees that, to the extent it is deemed to have any interest in any assets of the Depositor, or a securitization vehicle (other than the Issuer) related to the Depositor, dedicated to other debt obligations of the Depositor or debt obligations of any other securitization vehicle (other than the Issuer) related to the Depositor, its interest in those assets is subordinate to claims or rights of such other debtholders to those other assets. Furthermore, each Noteholder, by accepting a Note, hereby covenants and agrees that such agreement constitutes a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code.

Section 11.21. Security Interest Matters.

(a) This Indenture creates a valid and continuing “security interest” (as defined in the UCC) in the Receivables in favor of the Indenture Trustee, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Issuer. With respect to each Receivable, the Issuer has taken all steps necessary to perfect its security interest against the related Obligor in the related Financed Vehicle.

(b) The Receivables constitute “tangible chattel paper” (as defined in the UCC). The Issuer has caused or will cause on or prior to the Closing Date the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under Applicable Law necessary to perfect the security interest in the Receivables granted to the Indenture Trustee hereunder. Other than the security interest granted to the Indenture Trustee hereunder, the Issuer has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Receivables. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The motor vehicle installment sales contracts and installment loans that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Issuer is not aware of any judgment or tax Lien filings against the Issuer.

(c) All financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee contain a statement substantially to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Indenture Trustee”.

Section 11.22. Representations and Warranties as to Security Interests. The Issuer represents and warrants to the Indenture Trustee as of the Closing Date:

(a) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Receivables in favor of the Indenture Trustee, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Issuer.

(b) The Issuer has taken all steps necessary to perfect its security interest against the Obligor in the Financed Vehicles.

(d) The Issuer owns and has good and marketable title to the Receivables free and clear of any Lien, claim or encumbrance of any Person.

(e) All original executed copies of each loan agreement that constitute or evidence the Receivables have been delivered to the Servicer, as custodian for the Indenture Trustee.

(f) The Issuer has received a written acknowledgment from the Servicer that the Servicer is holding the loan agreements that constitute or evidence the Receivables solely on behalf and for the benefit of the Indenture Trustee.

(g) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Issuer has not authorized the filing of and is not aware of any financing statements against the Indenture Trustee that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer.

(h) None of the loan agreements that constitute or evidence the Receivables has any marks or notations indicating that it has been pledged, assigned, or otherwise conveyed to any Person other than the Indenture Trustee.

Notwithstanding the foregoing, the representations and warranties set forth in this Section may not be waived. The representations and warranties set forth in this Section will survive until this Indenture has been discharged.

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed by their respective officers, thereunto duly authorized, as of the day and year first above written.

	MERCEDES-BENZ AUTO RECEIVABLES TRUST 2009-1,

	By:	WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee

	By:
		Name:
		Title:

	U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee

	By:
		Name:
		Title:

EXHIBIT A

FORM OF CLASS [A-1] [A-2] [A-3] [A-4] [B] NOTE

[FOR CLASS A NOTES] THE ACQUISITION OF THE NOTES BY, OR ON BEHALF OF, OR WITH THE ASSETS OF ANY “EMPLOYEE BENEFIT PLAN” SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR ANY “PLAN” SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “INTERNAL REVENUE CODE”), OR ANY ENTITY PART OR ALL OF THE ASSETS OF WHICH CONSTITUTE ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR PLAN BY REASON OF DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101 OR OTHERWISE IS PROHIBITED UNLESS SUCH PURCHASE, HOLDING AND SUBSEQUENT DISPOSITION OF THE NOTES WOULD NOT RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR UNDER SECTION 4975 OF THE INTERNAL REVENUE CODE. EACH BENEFICIAL OWNER OF THIS NOTE WILL BE DEEMED TO HAVE MADE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE INDENTURE.

[FOR CLASS A AND B NOTES] [A FIDUCIARY OF A BENEFIT PLAN PURCHASING THE CLASS [A-1] [A-2] [A-3] [A-4] NOTES WITH THE ASSETS OF A BENEFIT PLAN IS DEEMED TO REPRESENT THAT THE PURCHASE OF ONE OR MORE NOTES IS CONSISTENT WITH ITS FIDUCIARY DUTIES UNDER ERISA AND DOES NOT RESULT IN A NONEXEMPT PROHIBITED TRANSACTION AS DEFINED IN SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE.]

[FOR CLASS B NOTES] [THE CLASS B NOTES MAY NOT BE ACQUIRED BY, OR ON BEHALF OF, OR WITH THE ASSETS OF ANY “EMPLOYEE BENEFIT PLAN” SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR ANY “PLAN” SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE, OR ANY ENTITY PART OR ALL OF THE ASSETS OF WHICH CONSTITUTE ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR PLAN BY REASON OF DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, ERISA SECTION 3(42) OR OTHERWISE. EACH BENEFICIAL OWNER OF THIS NOTE WILL BE DEEMED TO HAVE MADE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE INDENTURE.]

ANY TRANSFER, PLEDGE OR OTHER USE OF THIS NOTE FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN, UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND

A-1

ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO.).

TRANSFERS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN.

THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE INDENTURE TRUSTEE.

THE FAILURE TO PROVIDE THE ISSUING ENTITY AND THE INDENTURE TRUSTEE WITH THE APPLICABLE U.S. FEDERAL INCOME TAX CERTIFICATIONS (GENERALLY, AN INTERNAL REVENUE SERVICE FORM W-9 (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS A “UNITED STATES PERSON” WITHIN THE MEANING OF SECTION 7701(A)(30) OF THE INTERNAL REVENUE CODE, OR AN APPROPRIATE INTERNAL REVENUE SERVICE FORM W-8 (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS NOT A “UNITED STATES PERSON” WITHIN THE MEANING OF SECTION 7701(A)(30) OF THE INTERNAL REVENUE CODE) MAY RESULT IN THE IMPOSITION OF U.S. FEDERAL BACK-UP WITHHOLDING UPON PAYMENTS TO THE HOLDER IN RESPECT OF THIS` NOTE.

[FOR CLASS A-2, A-3 AND A-4 NOTES] THIS NOTE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A-1 NOTES [THE CLASS A-2 NOTES, THE CLASS A-3 NOTES] AS DESCRIBED IN THE INDENTURE REFERRED TO HEREIN.]

[FOR CLASS B NOTES] THIS NOTE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A NOTES AS DESCRIBED IN THE INDENTURE REFERRED TO HEREIN.]

REGISTERED

No. R-______

$___________

CUSIP NO. ___________

ISIN NO. ___________

MERCEDES-BENZ AUTO RECEIVABLES TRUST 2009-1

_____% CLASS A-1 [A-2] [A-3] [A-4] [B] ASSET BACKED NOTE

Mercedes-Benz Auto Receivables Trust 2009-1, a statutory trust organized and existing under the laws of the State of Delaware (including any permitted successors and assigns, the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or its registered assigns, the principal sum of ___________________ DOLLARS ($___________), payable on each

A-2

Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $___________ and the denominator of which is $___________ by (ii) the aggregate amount, if any, payable to the extent described in the Indenture referred to on the reverse hereof on each Distribution Date; provided, however, that the entire unpaid principal amount of this Note shall be payable on the earlier of _______________, 200__ (the “Class A-1 [A-2] [A-3] [A-4] [B] Final Scheduled Distribution Date”) and the Redemption Date, if any, selected pursuant to the Indenture. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Indenture, which also contains rules as to construction that shall be applicable herein.

The Issuer will pay interest on this Note at the rate per annum shown above on each Distribution Date [(to the extent that such rate does not exceed the maximum rate permitted by Applicable Law)] until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made on such preceding Distribution Date), or on the Closing Date in the case of the first Distribution Date or if no interest has yet been paid, subject to certain limitations contained in the Indenture. Interest on this Note will accrue for each Distribution Date from, and including, the most recent Distribution Date on which interest has been paid (or, in the case of the first Distribution Date or if no interest has yet been paid, from and including the Closing Date), to but excluding such current Distribution Date. [For Class [A-1 Notes: Interest will be computed on the basis of the actual number of days during the related Interest Period divided by 360.] [For Class A-2, A-3, A-4 and B Notes: Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months.] The Issuer shall pay interest on overdue installments of interest at the interest rate shown above to the extent lawful. Such principal and interest on this Note shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Note are payable in such coin or currency of the United States as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual or facsimile signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.

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IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by an Authorized Officer, as of the date set forth below.

Date: _____, 2009	MERCEDES-BENZ AUTO RECEIVABLES TRUST 2009-1,

	By:	WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee under the Trust Agreement

	By:
		Authorized Signatory

INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

Date: _____, 2009	U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee

	By:
		Authorized Signatory

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[REVERSE OF CLASS A-1 [A-2] [A-3] [A-4] [B] NOTE]

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its _____% Class A-1 [A-2] [A-3] [A-4] [B] Asset Backed Notes (the “Class [___] Notes”), all issued under the Indenture, dated as of _____ 1, 2009 (the “Indenture”), between the Issuer and U.S. Bank National Association, as trustee (the “Indenture Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Noteholders. The Notes are subject to all terms of the Indenture.

The Class A-1 Notes, the Class A-2 Notes, the Class A-2b Notes, the Class A-3 Notes, the Class A-3b Notes, the Class A-4 Notes, the Class A-4b Notes and the Class B Notes (collectively, the “Notes”) are, except as otherwise provided in the Indenture or in the Sale and Servicing Agreement, equally and ratably secured by the Collateral pledged as security therefor as provided in the Indenture.

Principal payable on the Class [A-1] [A-2] [A-3] [A-4] [B] Notes will be paid on each Distribution Date in the amount specified in the Indenture and in the Sale and Servicing Agreement. As described above, the entire unpaid principal amount of this Note will be payable on the earlier of the Class [A-1] [A-2] [A-3] [A-4] [B] Final Scheduled Distribution Date and the Redemption Date, if any, selected pursuant to the Indenture. Notwithstanding the foregoing, under certain circumstances, the entire unpaid principal amount of the Class [A-1] [A-2] [A-3] [A-4] [B] Notes shall be due and payable following the occurrence and continuance of an Event of Default, if the Indenture Trustee or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class have declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. All principal payments on the Class [A-1] [A-2] [A-3] [A-4] [B] Notes shall be made pro rata to the Class [A-1] [A-2] [A-3] [A-4] [B] Noteholders entitled thereto.

Payments of principal and interest on this Note due and payable on each Distribution Date or Redemption Date shall be made by check mailed to the Person whose name appears as the registered Noteholder (or one or more Predecessor Notes) on the Note Register as of the close of business on the related Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Distribution Date or Redemption Date shall be binding upon all future Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the remaining unpaid principal amount of this Note on a Distribution Date or Redemption Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the registered Noteholder as of the Record Date preceding such Distribution Date or Redemption Date by notice mailed within 30 days of such Distribution Date or Redemption Date and the amount then due and payable shall be payable

A-5

only upon presentation and surrender of this Note at the Corporate Trust Office of the Indenture Trustee or at the office of the Indenture Trustee’s agent appointed for such purposes located in The City of New York.

As provided in the Indenture, the Notes may be redeemed, in whole but not in part, in the manner and to the extent described in the Indenture and the Sale and Servicing Agreement.

As provided in the Indenture and subject to the limitations set forth therein and on the face hereof, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Noteholder or such Noteholder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, all in accordance with the Exchange Act, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

Each Noteholder or Note Owner, by acceptance of a Note or a beneficial interest therein, as the case may be, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee, each in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee, each in its individual capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee, each in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by Applicable Law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

Each Noteholder or Note Owner, by acceptance of a Note or a beneficial interest therein, as the case may be, covenants and agrees by accepting the benefits of the Indenture and such Note that such Noteholder or Note Owner will not at any time institute against the Depositor or the Issuer, or join in any institution against the Depositor or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceedings under any Insolvency Law in connection with any obligations relating to the Notes, the Certificates, the Indenture or the other Basic Documents.

The Issuer has entered into the Indenture and this Note is issued with the intention that, for federal, State and local income, single business and franchise tax purposes, the Notes will qualify as indebtedness of the Issuer secured by the Trust Estate. Each Noteholder, by acceptance of a Note (and each Note Owner by acceptance of a beneficial interest in a Note),

A-6

agrees to treat the Notes for federal, State and local income, single business and franchise tax purposes as indebtedness of the Issuer.

Prior to the due presentment for registration of transfer of this Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note shall be overdue, and none of the Issuer, the Indenture Trustee or any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Noteholders under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing at least 51% of the Note Balance of the Controlling Class. The Indenture also contains provisions permitting the Noteholders representing specified percentages of the Note Balance of the Controlling Class, on behalf of all Noteholders, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Noteholder of this Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Noteholder and upon all future Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Issuer and the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of the Noteholders.

The Indenture permits the Issuer, under certain circumstances, to consolidate or merge with or into another Person, subject to the rights of the Indenture Trustee and the Noteholders under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

THIS NOTE AND THE INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed.

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ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints

attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated: ___________________			__________________________________________*
			Signature Guaranteed:

			__________________________________________*

NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar.

A-8

Delaware	95-3477910
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

Large accelerated filer o	Accelerated filer o
Non-accelerated filer þ (Do not check if a smaller reporting company)	Smaller reporting company o

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit(1)	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
Asset Backed Notes	$5,000,000,000	100%	$5,000,000,000	$279,000(2)

Recipient	Source of Payment	Fees and Expenses Payable
Servicer	Collections on the Receivables	The Servicing Fee as described below under “Description of the Receivables Transfer and Servicing Agreements–Servicing Compensation and Expenses”
Indenture Trustee	Collections on the Receivables	$_____ per annum plus reasonable expenses(1)
Owner Trustee	Collections on the Receivables	$_____ per annum plus reasonable expenses(1)

Underwriters of the Offered Notes	Principal Amount of Class A-1 Notes	Principal Amount of Class A-2 Notes	Principal Amount of Class A-3 Notes	Principal Amount of Class A-4 Notes
J.P. Morgan Securities Inc.	$	$	$	$
_____________________.
_____________________.
_____________________.
Total	$	$	$	$

	Selling Concessions not to exceed	Reallowance not to exceed
Class A-1 Notes	%	%
Class A-2 Notes	%	%
Class A-3 Notes	%	%
Class A-4 Notes	%	%

DCFS USA LLC	MERCEDES-BENZ AUTO RECEIVABLES TRUST 2009-1

	By: DCFS USA LLC, as Administrator



By: _______________________________	By: __________________________________
Name:	Name:
Title:	Title:

Reading this Prospectus and the Accompanying Prospectus Supplement	4
Available Information	4
Incorporation of Certain Documents by Reference	4
Summary	6
Risk Factors	10
The Sponsor and Servicer	20
Overview	20
Legal Proceedings	21
Underwriting	21
Dealer Agreements	23
Servicing Responsibilities	23
Collection Procedures	23
Repossessions	24
Charge-offs	24
Physical Damage Insurance	25
Extensions and Workouts	25
Certified Pre-Owned Program	25
Securitization Program	26
The Depositor	26
The Issuing Entities	26
The Trustees	27
The Owner Trustee	27
The Indenture Trustee	28
Property of the Issuing Entity	29
The Receivables Pools	30
The Receivables	30
Static Pool Data	32
Maturity and Prepayment Considerations	32
Note Factors and Trading Information	33
General	33
The Note Factors Will Decline as the Issuing Entity Makes Payments on the Securities	34
Additional Information	34
Use of Proceeds	34
Principal Documents	35
Certain Information Regarding the Securities	36
General	36
Fixed Rate Securities	37
Floating Rate Securities	37
Optional Redemption	38
Book-Entry Registration	38
Definitive Securities	42
Reports to Securityholders	43
Reports to be Filed with the SEC	44
Securities Owned by the Issuing Entity, the Depositor, the Servicer or their Affiliates	45
Limitation on Right to Institute Bankruptcy Proceedings	45
The Indenture	45
Events of Default	45
Rights Upon Event of Default	46
Issuing Entity Indenture Covenants	48
List of Noteholders	49
Annual Compliance Statement	49
Indenture Trustee’s Annual Report	49
Modification of Indenture	49
Resignation of Indenture Trustee Due to Conflict of Interest	51
Satisfaction and Discharge of Indenture	51
Description of the Receivables Transfer and Servicing Agreements	51
Sale and Assignment of Receivables	51
Accounts	53
Servicing Procedures	54
Collections	54
Advances	55
Servicing Compensation and Expenses	55
Distributions	55
Credit and Cash Flow Enhancement	56
Statements to Trustees and Issuing Entities	57
Evidence as to Compliance	57
Certain Matters Regarding the Servicer	58
Events of Servicing Termination	58
Rights Upon Event of Servicing Termination	59
Waiver of Past Events of Servicing Termination	59
Amendment	60
Payment of Notes	60
Termination	61
List of Certificateholders	61
Residual Interest; Issuance of Additional Securities	61
The Administration Agreement	61
Material Legal Issues Relating to the Receivables	62
General	62
Security Interests in the Financed Vehicles	63
Enforcement of Security Interests in Financed Vehicles	64
Certain Bankruptcy Considerations and Matters Relating to Bankruptcy	65
Consumer Protection Laws	66
Other Matters	66
Material Federal Income Tax Consequences	67
Trusts Treated as Partnerships	68
Trusts in Which all Certificates are Retained by the Depositor or an Affiliate of the Depositor	75
Certain State Tax Consequences	75
ERISA Considerations	76
Special Considerations Applicable to Insurance Company General Accounts	77
Plan of Distribution	78
Sales Through Underwriters	78

Foreign Sales	78
Other Placements	80
Stabilization Transactions, Short Sales and Penalty Bids	80
Ratings	81
Legal Opinions	81
Glossary of Terms	82

You may have difficulty selling your securities or obtaining your desired price	There may be no secondary market for the securities. Underwriters may participate in making a secondary market in the securities, but are under no obligation to do so. We cannot assure you that a secondary market will develop. In addition, there have been times in the past where there have been very few buyers of asset backed securities and thus there has been a lack of liquidity. There may be a similar lack of liquidity in the future. As a result, you may not be able to sell your securities when you want to do so, or you may not be able to obtain the price that you wish to receive.

The securities are not suitable investments for all investors	The securities are not a suitable investment for any investor that requires a regular or predictable schedule of payments or payment on specific dates. The securities are complex investments that should be considered only by sophisticated investors. We suggest that only investors who, either alone or with their financial, tax and legal advisors, have the expertise to analyze the prepayment, reinvestment and default risks, the tax consequences of an investment and the interaction of these factors should consider investing in the securities.

The issuing entity assets are limited and only the assets of the issuing entity are available to pay your securities	The securities represent interests solely in an issuing entity or indebtedness of an issuing entity and will not be insured or guaranteed by DCFS USA, the depositor, the servicer, any of their respective affiliates or, except with respect to a credit enhancement provider specified in the prospectus supplement, any other person or entity. The only source of payment on your securities will be payments received on the receivables and, if and to the extent available, any credit or cash flow enhancement for the issuing entity described in this prospectus and identified as applying to a particular series of securities in the prospectus supplement. Therefore, you must rely solely on the assets of the issuing entity for repayment of your securities. If these assets are insufficient, you may suffer losses on your securities.

Performance of the receivables is uncertain	The performance of the receivables depends on a number of factors, including general economic conditions, unemployment levels, the circumstances of individual obligors, the underwriting standards of DCFS USA at origination and the success of the servicer’s servicing and collection strategies. Consequently, no accurate prediction can be made of how the receivables will perform based on FICO®* scores or other similar measures.

The sale of the financed vehicle securing a defaulted receivable may not result in complete recovery of the amounts due	The servicer generally exercises its right to sell a vehicle securing a defaulted receivable after repossession. There is no assurance that the amount of proceeds received by the servicer from the sale of the financed vehicle will be equal to or greater than the outstanding principal balance of the defaulted receivable. Because the rate at which the value of a financed vehicle depreciates cannot be predicted and may exceed the rate at which the principal balance of the receivable amortizes, the amount owed on a receivable could be in excess of the value that could be obtained by the servicer, in the event of a default by the obligor, from the repossession and sale of the related financed vehicle. The risk is increased because, as set forth under “The Sponsor and Servicer—Underwriting” in this prospectus, the maximum advance rate guidelines used in originating the receivables may result in a receivable having an initial principal balance in excess of the retail price or book value of the related financed vehicle. This increases the risk that, following a default by the obligor, the amount realized on the sale of the financed vehicle will be less than the outstanding principal balance of the receivable. As a result, you may suffer losses on your investment if available credit enhancement for losses on the receivables is insufficient.

Interests of other persons in the receivables or financed vehicles could reduce the funds available to make payments on your securities	Financing statements under the Uniform Commercial Code will be filed reflecting the sale of the receivables by DCFS USA to the depositor and by the depositor to the issuing entity. Each of DCFS USA and the depositor will mark its accounting records to reflect its sale of the receivables. However, because the servicer will maintain possession of the physical installment sales contracts and installment loans evidencing the receivables and will not segregate or mark the contracts and loans as belonging to the issuing entity, another person could acquire an interest in receivables evidenced by a physical installment sales contract or installment loan that is superior to the issuing entity’s interest in those receivables by obtaining physical possession of the installment sales contracts or installment loans representing those receivables without knowledge of the assignment of the receivable to the issuing entity. If another person acquires an interest in a receivable that is superior to the issuing entity’s interest, some or all of the collections on that receivable may not be available to make payment on your securities.

	Additionally, if another person acquires an interest in a vehicle financed by a receivable that is superior to the issuing entity’s security interest in the vehicle, some or all of the proceeds from the sale of the vehicle may not be available to make payments on your securities.

	The issuing entity’s security interest in the financed vehicles could be impaired for one or more of the following reasons:
	· DCFS USA or the depositor might fail to perfect its security interest in a financed vehicle;

	· another person may acquire an interest in a financed vehicle that is superior to the issuing entity’s security interest through fraud, forgery, negligence or error because the servicer will not amend the certificate of

	title or ownership to identify the issuing entity as the new secured party;

	· the issuing entity may not have a security interest in the financed vehicles in certain states because the certificates of title to the financed vehicles will not be amended to reflect assignment of the security interest to the issuing entity;

	· holders of some types of liens, such as tax liens or mechanics’ liens, may have priority over the issuing entity’s security interest; and

	· the issuing entity may lose its security interest in vehicles confiscated by the government.

	DCFS USA will be obligated to repurchase from the issuing entity any receivable sold by it to the issuing entity as to which a perfected security interest in the name of DCFS USA in the vehicle securing the receivable did not exist as of the date such receivable was transferred to the issuing entity. However, DCFS USA will not be required to repurchase a receivable if a perfected security interest in its name in the vehicle securing a receivable has not been perfected in the issuing entity or if the security interest in a related vehicle or the receivable becomes impaired after the receivable is sold to the issuing entity. If an issuing entity does not have a perfected security interest in a vehicle, its ability to realize on the vehicle following an event of a default under the related receivable may be adversely affected and some or all of the collections on that vehicle may not be available to make payment on your securities.

Consumer protection laws may reduce payments on your securities	Federal and state consumer protection laws impose requirements upon creditors in connection with extensions of credit and collections on motor vehicle installment sales contracts and installment loans. Some of these laws make an assignee of the contract or loan, such as an issuing entity, liable to the obligor for any violation by the lender. Any liabilities of the issuing entity under these laws could reduce the funds that the issuing entity would otherwise have to make payments on your securities.

	For more information about consumer protection laws, see “Material Issues Relating to the Receivables—Consumer Protection Laws”.

Amounts on deposit in any reserve fund will be limited and subject to depletion	The amount on deposit in the reserve fund will be used to fund certain payments of monthly interest and certain distributions of principal to noteholders on each distribution date if payments received on or in respect of the receivables, including amounts recovered in connection with the repossession and sale of financed vehicles that secure defaulted receivables, are not sufficient to make such payments. There can be no assurances, however, that the amounts on deposit in the reserve fund will be sufficient on any distribution date to assure payment of your notes. If the receivables experience higher losses than were projected in determining the amount required to be on deposit in the reserve fund, the amount on deposit in the reserve fund may be less than projected. If on any distribution date, available collections and amounts in the reserve fund are not sufficient to pay in full the monthly interest and distributions of principal due on the securities, you may

	experience payment delays with respect to your securities. If on subsequent distribution dates the amount of that insufficiency is not offset by excess collections on or in respect of the receivables, amounts recovered in connection with the repossession and sale of financed vehicles that secure defaulted receivables and any other available credit or cash flow enhancement for the issuing entity described in this prospectus and identified as applying to a particular series of securities in the prospectus supplement, you will experience losses with respect to your securities. In addition, if so provided in the related prospectus supplement, the minimum required balance in the reserve fund may decrease as the aggregate principal balance of the receivables decreases.

A bankruptcy of the depositor could result in losses or payment delays with respect to your securities	Daimler Retail Receivables LLC, as depositor, intends that its transfer of the receivables to the issuing entity will be a valid sale and assignment of the receivables to the issuing entity for non-tax purposes. If the depositor were to become a debtor in a bankruptcy case and a creditor or trustee-in-bankruptcy of the depositor or the depositor itself were to take the position that the sale of receivables by the depositor to the issuing entity for non-tax purposes should instead be treated as a pledge of the receivables to secure a borrowing by it, delays in payments of collections on or in respect of the receivables to the related securityholders could occur. If a court ruled in favor of any such trustee, debtor or creditor, reductions in the amounts of those payments could result. A tax or governmental lien on the property of the depositor arising before the transfer of the receivables to the issuing entity may have priority over the issuing entity’s interest in those receivables even if the transfer of the receivables to the issuing entity is characterized as a sale for non-tax purposes.

Bankruptcy of DCFS USA could result in delays in payment or losses on your securities	If DCFS USA were to become the subject of a bankruptcy proceeding, you could experience losses or delays in payment on your securities. DCFS USA will sell the receivables to the depositor, and the depositor will sell the receivables to the trust. However, if DCFS USA is the subject of a bankruptcy proceeding, the court in the bankruptcy proceeding could conclude that the sale of the receivables by DCFS USA to the depositor was not a true sale for bankruptcy purposes and that DCFS USA still owns the receivables. The court also could conclude that DCFS USA and the depositor should be consolidated for bankruptcy purposes. If the court were to reach either of these conclusions, you could experience losses or delays in payments on your securities because:

	· the indenture trustee will not be able to exercise remedies against DCFS USA on your behalf without permission from the court;

	· the court may require the indenture trustee to accept property in exchange for the receivables that is of less value than the receivables;

	· tax or other government liens on DCFS USA’s property that arose before the transfer of the receivables to the issuing entity will be paid from the collections on the receivables before the collections are used to make

	payments on your securities; and

	· the indenture trustee may not have a perfected security interest in one or more of the vehicles securing the receivables or cash collections held by DCFS USA at the time that a bankruptcy proceeding begins.

	DCFS USA and the depositor have taken steps in structuring the transactions described in this prospectus to minimize the risk that a court would conclude that the sale of the receivables to the depositor was not a “true sale” or that DCFS USA and the depositor should be consolidated for bankruptcy purposes.

	For more information regarding bankruptcy considerations, see “Material Legal Issues Relating to the Receivables—Certain Bankruptcy Considerations and Matters Relating to Bankruptcy”.

Any credit support provided by financial instruments may be insufficient to protect you against losses	Credit support for the securities may be provided through the use of financial instruments consisting of interest rate swaps, interest rate protection agreements, currency swaps, letters of credit, credit facilities, liquidity facilities, surety bonds, insurance policies, guarantees, guaranteed investment contracts, yield supplement agreements or accounts, demand notes, lines of credit, repurchase obligations or cash deposits. These types of credit support are limited by the credit of the provider of the related financial instrument and by its ability to make payments as and when required by the terms of the financial instrument. Any failure of the credit support provider to meet its obligations under the financial instrument could result in losses on the related securities. The terms of any financial instrument providing credit support for the securities may also impose limitations or conditions on when or in what circumstances it may be drawn on. Any form of credit support may apply only to certain classes of securities, may be limited in dollar amount, may be accessible only under some circumstances and may not provide protection against all risks of loss. The prospectus supplement will describe the provider of any financial instrument supporting the securities and any conditions, limitations or risks material to the securityholders.

You may suffer losses upon a liquidation of the receivables if the proceeds of the liquidation are less than the amounts due on the outstanding securities	Under certain circumstances described in this prospectus and in the prospectus supplement, the receivables of an issuing entity may be sold after the occurrence of an event of default under the related indenture. The related securityholders will suffer losses if the issuing entity sells the receivables for less than the total amount due on its securities. We cannot assure you that sufficient funds would be available to repay those securityholders in full.

Subordination of certain securities may reduce payments to those securities	To the extent specified in the prospectus supplement, the rights of the holders of any class of securities to receive payments of interest and principal may be subordinated to one or more other classes of securities. Subordination may

	take one or more of the following forms:

	· interest payments on any distribution date on which interest is due may first be allocated to the more senior classes;

	· principal payments on the subordinated classes might not begin until principal of the more senior classes is repaid in full;

	· principal payments on the more senior classes may be made on a distribution date before interest payments on the subordinated classes are made; and

	· if the indenture trustee sells the receivables, the net proceeds of that sale may be allocated first to pay principal and interest on the more senior classes.

	The timing and priority of payment, seniority, allocations of losses and method of determining payments on the respective classes of securities of any issuing entity will be described in the prospectus supplement.

Prepayments on the receivables may adversely affect the average life of and rate of return on your securities	You may not be able to reinvest the principal repaid to you at a rate of return that is equal to or greater than the rate of return on your securities. Faster than expected prepayments on the receivables may cause the issuing entity to make payments on its securities earlier than expected. We cannot predict the effect of prepayments on the average lives of your securities.

	All receivables, by their terms, may be prepaid at any time. Prepayments include:

	· prepayments in whole or in part by the obligor;

	· liquidations due to default;

	· partial payments with proceeds from amounts received as a result of rebates of extended warranty protection plan costs, insurance premiums and physical damage, theft, credit life and disability insurance policies;

	· required purchases of receivables by the servicer or repurchases of receivables by DCFS USA for specified breaches of their respective representations, warranties or covenants; and

	· an optional repurchase of an issuing entity’s receivables by the servicer when their aggregate principal balance is 10% (or such other percentage specified in the prospectus supplement) or less of the initial aggregate principal balance, or under such other circumstances as may be specified in the prospectus supplement.

	A variety of economic, social and other factors will influence the rate of optional prepayments on the receivables and defaults.

	As a result of prepayments, the final payment of each class of securities is expected to occur prior to the related final scheduled distribution date

	specified in the prospectus supplement. If sufficient funds are not available to pay any class of notes in full on its final scheduled distribution date, an event of default will occur and final payment of that class of notes may occur later than scheduled.

	For more information regarding the timing of repayments of the securities, see “Maturity and Prepayment Considerations”.
You may suffer a loss on your securities because the servicer may commingle collections on the receivables with its own funds	The servicer, so long as it continues to satisfy certain requirements, will be permitted to hold with its own funds collections it receives from obligors on the receivables and the purchase price of receivables required to be repurchased from the issuing entity until the day prior to the date on which the related distributions are made on the securities. During this time, the servicer may invest those amounts at its own risk and for its own benefit and need not segregate them from its own funds. If the servicer is unable to pay these amounts to the issuing entity on or before the distribution date, you might incur a loss on your securities.

	For more information about the servicer’s obligations regarding payments on the receivables, see “Description of the Receivables Transfer and Servicing Agreements—Collections”.

The senior class of securities controls removal of the servicer upon a default on its servicing obligations	Generally, unless otherwise specified in the prospectus supplement, the holders of a majority of an issuing entity’s most senior class of securities, or the applicable trustee acting on their behalf, can remove the related servicer if the servicer:

	· does not deliver to the applicable trustee the available funds for application to a required payment after a grace period after notice or discovery;

	· defaults on a servicing obligation which materially and adversely affects the issuing entity after a grace period after notice; or

	· initiates or becomes the subject of certain bankruptcy or insolvency proceedings.

	Those holders may also waive a default by the servicer. The holders of any subordinate class of securities (which includes, in the case of an issuing entity that issues both notes and certificates, the holders of the certificates) may not have any rights to participate in such determinations for so long as any of the more senior classes are outstanding, and the subordinate classes of securities may be adversely affected by determinations made by the more senior classes. If DCFS USA resigns or is terminated as servicer, the processing of payments on the receivables and information relating to collections could be delayed. This could cause payments on the securities to be delayed.

	See “Description of the Receivables Transfer and Servicing Agreements—

	Events of Servicing Termination”.

Geographic concentration of an issuing entity’s receivables may adversely affect your securities	Adverse economic conditions or other factors particularly affecting any state or region where there is a high concentration of an issuing entity’s receivables could adversely affect the securities of that issuing entity. We are unable to forecast, with respect to any state or region, whether these conditions may occur, or to what extent these conditions may affect receivables or the repayment of your securities. The location of an issuing entity’s receivables by state, based upon obligors’ addresses at the time the receivables were originated, will be described in the prospectus supplement.

Market factors may reduce the value of used vehicles, which could result in increased losses on the receivables	Vehicles that are repossessed are typically sold at vehicle auctions as used vehicles. The pricing of used vehicles is affected by supply and demand for such vehicles, which in turn is affected by consumer tastes, economic factors, fuel costs, the introduction and pricing of new car models and other factors, such as the introduction of new vehicle sales incentives. A decrease in demand for used vehicles may adversely impact the resale value of repossessed vehicles, which in turn could result in increased losses on the related receivables.

Ratings of the securities are limited and may be reduced or withdrawn	At the initial issuance of the securities of an issuing entity, at least one nationally recognized statistical rating organization will rate the offered securities in one of the four highest rating categories. A rating is not a recommendation to purchase, hold or sell securities, and it does not comment as to market price or suitability for a particular investor. The ratings of the offered securities address the likelihood of the payment of principal and interest on the securities according to their terms. We cannot assure you that a rating will remain for any given period of time or that a rating agency will not lower, withdraw or qualify its rating if, in its judgment, circumstances in the future so warrant. A reduction, withdrawal or qualification of an offered security’s rating would adversely affect its value.

You may experience a greater risk of loss on your securities as the result of armed conflict and terrorist activities	The long-term economic impact of the United States’ military operations in Iraq and Afghanistan, as well as the possible response to these operations, other terrorist activities and tensions in other regions of the world remains uncertain but could have a material adverse effect on general economic conditions, consumer confidence, market liquidity and the performance of the receivables of an issuing entity. You should consider the possible effects of these events on the delinquency, default and prepayment experience of the receivables. Under the Servicemembers Civil Relief Act, members of the military on active duty, including reservists, who have entered into an obligation, such as a motor vehicle installment sales contract or installment loan for the purchase of a vehicle, before entering into military service may be entitled to reductions in interest rates to 6% and a stay of foreclosure and similar actions. In addition, pursuant to the laws of various states, under certain circumstances payments on motor vehicle installment sales contracts

	or installment loans such as the receivables of residents of such states who are called into active duty with the National Guard or the reserves will automatically be deferred. No information can be provided as to the number of receivables that may be affected. If an obligor’s obligation to repay a receivable is reduced, adjusted or extended, the servicer will not be required to advance such amounts. Any resulting shortfalls in interest or principal will reduce the amount available for distribution on your securities.

The securities will not be listed on an exchange and this may make it difficult for you to sell your securities or to obtain your desired price	Unless otherwise specified in the prospectus supplement, the issuing entity will not apply to list the securities on an exchange or quote them in the automated quotation system of a registered securities association. The liquidity of the securities will therefore likely be less than what it would be in the event that they were so listed or quoted, and there may be no secondary market for the securities. As a result, you may not be able to sell your securities when you want to do so, or you may not be able to obtain the price that you wish to receive.

There are risks associated with interest rate swap agreements	If so specified in the related prospectus supplement, on the closing date, the issuing entity will enter into interest rate swap agreements with respect to each class of floating rate notes with a financial counterparty identified in such prospectus supplement as swap counterparty, in order to hedge interest rate risk associated with related class of floating rate notes. Interest rate risk is the risk that shortfalls in available collections on the receivables might occur because, among other things, the receivables bear interest at fixed rates as opposed to the floating rate notes, which bear interest at a floating rate based on LIBOR or another index.

	If the floating rate payable by the swap counterparty under a swap agreement is substantially greater than the related fixed rate payable by the issuing entity, the issuing entity will be more dependent on receiving payments from the swap counterparty in order to make payments of principal of and interest on the related class of floating rate notes.

	If the floating rate payable by the swap counterparty under a swap agreement is less than the related fixed rate payable by the issuing entity, the issuing entity will be obligated to make net payments to the swap counterparty. The net amounts payable to the swap counterparty may rank higher in priority than interest and principal payments on the notes.

	If the swap counterparty fails to make any payments required under a swap agreement when due, or the issuing entity is required to make net swap payments to the swap counterparty, payments on your securities may be reduced or delayed.

If an interest rate swap agreement is terminated early due to certain swap termination events, payments on your securities may be disrupted or delayed	If the related prospectus supplement provides for one or more classes of floating rate notes and an interest rate swap agreement, the swap agreements

	may not be terminated except upon certain events of default and termination events under the swap agreements, including the failure of either party to make payments when due, the insolvency of either party, illegality, an occurrence of an event of default under the indenture that results in acceleration of the notes and certain actions with respect to the assets of the issuing entity, amendment of the transaction documents that adversely affects the swap counterparty without its consent, or the failure of the swap counterparty to post collateral, assign the swap agreements to an eligible substitute swap counterparty or take other remedial action if the swap counterparty’s credit ratings drop below the levels required by each of the rating agencies sufficient, in each case, to maintain the then-current ratings of all rated securities.

	Upon termination of a swap agreement, a termination payment may be due to the issuing entity or due to the swap counterparty. Any such termination payment could be substantial if market interest rates and other conditions have changed materially. To the extent not paid by a replacement swap counterparty, any termination payments will be paid by the issuing entity from funds available for such purpose, and, depending on the type of swap termination event, such payments may be required to be paid pari passu with interest due to the senior most class of outstanding securities. If the issuing entity is required to make a payment to the swap counterparty upon a swap termination event or the swap counterparty fails to make a payment due to the issuing entity, payments on your securities may be reduced or delayed.

	In addition, if a swap agreement is terminated, the issuing entity may not be able to enter into a replacement swap agreement on acceptable terms or at all. If this occurs, the amount available to pay principal and interest on the securities will be reduced to the extent the interest rate on the related class of floating rate securities exceeds the fixed rate the issuing entity would have been required to pay the swap counterparty under the applicable swap agreement. If a swap agreement is terminated and no replacement swap agreement is entered into and collections on the receivables and funds on deposit in the reserve fund are insufficient to make payments of interest and principal on your securities, you may experience delays and/or reductions in the interest and principal payments on your securities.

Document	Parties	Primary Purposes
Trust Agreement	The owner trustee and the depositor	Creates the issuing entity Provides for issuance of certificates and payments to certificateholders Establishes rights and duties of the owner trustee Establishes rights of certificateholders
Indenture	The issuing entity, as issuer of the notes, and the indenture trustee	Provides for issuance of the notes, the terms of the notes and payments to noteholders Secures the notes with a lien on the property of the issuing entity Establishes rights and duties of the indenture trustee Establishes rights of noteholders
Receivables Purchase Agreement	DCFS USA, as seller, and the depositor, as purchaser	Effects sale of receivables to the depositor Contains representations and warranties of DCFS USA concerning the receivables

SEC registration fee	$	55,800
Legal fees and expenses		175,000
Accounting fees and expenses		85,000
Blue sky fees and expenses		5,000
Rating Agency fees		385,000
Owner Trustee’s fees and expenses		5,000
Indenture Trustee’s fees and expenses		5,000
Printing		30,000
Miscellaneous		4,200
Total	$	750,000

1.1	Form of Underwriting Agreement
3.1	Articles of Organization of Daimler Retail Receivables LLC*
3.2	Operating Agreement of Daimler Retail Receivables LLC*
4.1	Form of Trust Agreement
4.2	Form of Indenture
5.1	Opinion of Sidley Austin LLP with respect to legality
8.1	Opinion of Sidley Austin LLP with respect to certain tax matters
10.1	Form of Sale and Servicing Agreement
10.2	Form of Administration Agreement
10.3	Form of Receivables Purchase Agreement
23.1	Consent of Sidley Austin LLP (included in Exhibit 5.1)
23.3	Consent of Sidley Austin LLP (included in Exhibit 8.1)
24.1	Power of Attorney*
25.1	Statement of Eligibility and Qualification of Indenture Trustee

	DAIMLER RETAIL RECEIVABLES LLC, originator of

	MERCEDES-BENZ AUTO RECEIVABLES TRUSTS

	By:	/s/ Marco G. DeSanto
		Marco G. DeSanto
		Assistant General Counsel

Signature	Title	Date

*	President and Chief Executive Officer	September 9, 2009
Klaus Entenmann	(Principal Executive Officer)

*	Manager, Vice President, Chief	September 9, 2009
Brian Stevens	Financial Officer and Controller (Principal Financial and Accounting Officer)

*	Manager	September 9, 2009
Brian Evon
*	Manager	September 9, 2009
Andreas Hinrichs
*	Independent Manager	September 9, 2009
Kevin P. Burns
*	Independent Manager	September 9, 2009
Bernard J. Angelo

	Very truly yours,

	DAIMLER RETAIL RECEIVABLES LLC


	By:	/s/
		Name
		Title

	DCFS USA LLC

	By:
		Name:
		Title:

Underwriters		Principal Amount of Class [ ] Notes	Principal Amount of Class [ ] Notes	Principal Amount of Class [ ] Notes	Principal Amount of Class [ ] Notes
[ ]		$	$	$	$
		$	$	$	$
		$	$	$	$
		$	$	$	$
		$	$	$	$
		$	$	$	$

	Total	$	$	$	$

Cls	$Amt-mm	WAL	M/S&P	WINDOW	SPREAD	Yield	Coupon	Dollar
[ ]			P-1/A-1+
[ ]			Aaa/AAA
[ ]			Aaa/AAA
[ ]			Aaa/AAA

ARTICLE ONE DEFINITIONS
Section 1.01. Capitalized Terms; Rules of Usage	1
ARTICLE TWO ORGANIZATION
Section 2.01. Name	2
Section 2.02. Office	2
Section 2.03. Purposes and Powers	2
Section 2.04. Appointment of Owner Trustee	3
Section 2.05. Initial Capital Contribution of Owner Trust Estate	3
Section 2.06. Declaration of Trust	3
Section 2.07. Liability of Certificateholders	4
Section 2.08. Title to Owner Trust Estate	4
Section 2.09. Situs of Issuer	4
Section 2.10. Representations and Warranties of the Depositor	4
Section 2.11. Federal Income Tax Matters	5
ARTICLE THREE CERTIFICATES AND TRANSFER OF INTERESTS
Section 3.01. Initial Ownership	6
Section 3.02. The Certificates	6
Section 3.03. Authentication and Delivery of Certificates	6
Section 3.04. Registration, Transfer and Exchange of Certificates	6
Section 3.05. Mutilated, Destroyed, Lost or Stolen Certificates	8
Section 3.06. Persons Deemed Certificateholders	8
Section 3.07. Access to List of Certificateholders’ Names and Addresses	9
Section 3.08. Maintenance of Office or Agency	9
Section 3.09. No Legal Title to Owner Trust Estate in Certificateholders	9
Section 3.10. No Recourse	9
Section 3.11. Appointment of Paying Agent	9
Section 3.12. Certificates Nonassessable and Fully Paid	10

ARTICLE FOUR ACTIONS BY OWNER TRUSTEE
Section 4.01. Prior Notice to Certificateholders with Respect to Certain Matters	11
Section 4.02. Action by Certificateholders with Respect to Certain Matters	11
Section 4.03. Action by Certificateholders with Respect to Bankruptcy	11
Section 4.04. Restrictions on Certificateholders’ Power	12
Section 4.05. Majority Control	12
Section 4.06. Certain Litigation Matters	12
ARTICLE FIVE APPLICATION OF TRUST FUNDS; CERTAIN DUTIES
Section 5.01. Application of Trust Funds	13
Section 5.02. Method of Payment	13
Section 5.03. No Segregation of Monies; No Interest	14
Section 5.04. Accounting and Reports to Certificateholders, the IRS and Others	14
Section 5.05. Signature on Returns; Tax Matters Partner	14
ARTICLE SIX AUTHORITY AND DUTIES OF OWNER TRUSTEE
Section 6.01. General Authority	16
Section 6.02. General Duties	16
Section 6.03. Action Upon Instruction	16
Section 6.04. No Duties Except as Specified in this Agreement or in Instructions	17
Section 6.05. No Action Except Under Specified Documents or Instructions	17
Section 6.06. Restrictions	18
ARTICLE SEVEN THE OWNER TRUSTEE
Section 7.01. Acceptance of Duties	19
Section 7.02. Furnishing of Documents	20
Section 7.03. Representations and Warranties	20
Section 7.04. Reliance; Advice of Counsel	21
Section 7.05. Not Acting in Individual Capacity	21
Section 7.06. Owner Trustee Not Liable for Basic Documents or Certificates	21
Section 7.07. Owner Trustee May Own Securities	22

ARTICLE EIGHT COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE
Section 8.01. Owner Trustee’s Fees and Expenses	23
Section 8.02. Indemnification	23
Section 8.03. Payments to the Owner Trustee	23
ARTICLE NINE TERMINATION OF TRUST AGREEMENT
Section 9.01. Termination of Trust Agreement	24
ARTICLE TEN SUCCESSOR AND ADDITIONAL OWNER TRUSTEES
Section 10.01. Eligibility Requirements for Owner Trustee	26
Section 10.02. Resignation or Removal of Owner Trustee	26
Section 10.03. Successor Owner Trustee	27
Section 10.04. Merger or Consolidation of Owner Trustee	27
Section 10.05. Appointment of Co-Trustee or Separate Trustee	28
ARTICLE ELEVEN REGULATION AB
Section 11.01. Intent of the Parties; Reasonableness	30
Section 11.02. Representations and Warranties	30
Section 11.03. Information to Be Provided by the Owner Trustee	30
ARTICLE TWELVE MISCELLANEOUS
Section 12.01. Supplements and Amendments	32
Section 12.02. Limitations on Rights of Others	33
Section 12.03. Notices	33
Section 12.04. Severability	34
Section 12.05. Counterparts	34
Section 12.06. Successors and Assigns	34
Section 12.07. No Petition	34
Section 12.08. Table of Contents and Headings	34
Section 12.09. GOVERNING LAW	35

	DAIMLER RETAIL RECEIVABLES LLC, as Depositor


	By:
		Name: Steven C. Poling
		Title: Assistant Secretary

	MERCEDES-BENZ AUTO RECEIVABLES TRUST 2009-1,
Date: ________________________, 2009

	By:	WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee

	By:
		Name:
		Title:

		6.11
310	(a)(1)(a)(2)	6.11
	(a)(3)	6.10; 6.11
	(a)(4)	N.A.**
	(a)(5)	6.11
	(b)	6.08; 6.11
	(c)	N.A.
		6.12
311	(a)(b)	6.12
	(c)	N.A.
		7.01
312	(a)(b)	7.02
	(c)	7.02
		7.04
313	(a)(b)(1)	7.04
	(b)(2)	7.04
	(c)	7.04; 11.05
	(d)	7.04
		3.09; 7.03
314	((a)b)	3.06; 11.15
	(c)(1)	11.01
	(c)(2)	11.01
	(c)(3)	11.01
	(d)	11.01
	(e)	11.01
	(f)	11.01
		6.01
315	(a)(b)	6.05; 11.01
	(c)	6.01
	(d)	6.01
	(e)	5.13

316	(a)	1.01
	(a)(1)(A)	5.11
	(a)(1)(B)	5.12
	(a)(2)	N.A.
	(b)	5.07
	(c)	N.A.
		5.03
317	(a)(1)(a)(2)	5.03
	(b)	3.03

318	(a)	11.07

Section 3.12. Servicer’s Obligations	22
Section 3.13. Guarantees, Loans, Advances and Other Liabilities	22
Section 3.14. Capital Expenditures	22
Section 3.15. Removal of Administrator	23
Section 3.16. Restricted Payments	23
Section 3.17. Notice of Events of Default	23
Section 3.18. Further Instruments and Acts	23
Section 3.19. Compliance with Laws	23
Section 3.20. Amendments of Sale and Servicing Agreement and Trust Agreement	23
ARTICLE FOUR SATISFACTION AND DISCHARGE

Section 4.01. Satisfaction and Discharge of Indenture	24
Section 4.02. Satisfaction, Discharge and Defeasance of the Notes	25
Section 4.03. Application of Trust Money	26
Section 4.04. Repayment of Monies Held by Paying Agent	26
ARTICLE FIVE EVENTS OF DEFAULT; REMEDIES

Section 5.01. Events of Default	27
Section 5.02. Acceleration of Maturity; Rescission and Annulment	28
Section 5.03. Collection of Indebtedness and Suits for Enforcement by Indenture Trustee	29
Section 5.04. Remedies	31
Section 5.05. Optional Preservation of the Trust Estate	32
Section 5.06. Limitation of Suits	32
Section 5.07. Unconditional Rights of Noteholders to Receive Principal and Interest	32
Section 5.08. Restoration of Rights and Remedies	33
Section 5.09. Rights and Remedies Cumulative	33
Section 5.10. Delay or Omission Not a Waiver	33
Section 5.11. Control by Noteholders of the Controlling Class	33
Section 5.12. Waiver of Past Defaults	34
Section 5.13. Undertaking for Costs	34
Section 5.14. Waiver of Stay or Extension Laws	34
Section 5.15. Action on Notes	34
Section 5.16. Performance and Enforcement of Certain Obligations	35

ARTICLE SIX THE INDENTURE TRUSTEE

Section 6.01. Duties of Indenture Trustee	36
Section 6.02. Rights of Indenture Trustee	37
Section 6.03. Individual Rights of Indenture Trustee	38
Section 6.04. Indenture Trustee’s Disclaimer	38
Section 6.05. Notice of Defaults	38
Section 6.06. Reports by Indenture Trustee to Noteholders	38
Section 6.07. Compensation and Indemnity	38
Section 6.08. Replacement of Indenture Trustee	39
Section 6.09. Successor Indenture Trustee by Merger	40
Section 6.10. Appointment of Co-Trustee or Separate Trustee	40
Section 6.11. Eligibility; Disqualification	42
Section 6.12. Preferential Collection of Claims Against Issuer	42
Section 6.13. Representations and Warranties of Indenture Trustee	42
Section 6.14. Furnishing of Documents	43
Section 6.15. Encryption	43
ARTICLE SEVEN NOTEHOLDERS’ LISTS AND REPORTS

Section 7.01. Issuer to Furnish Indenture Trustee Names and Addresses of Noteholders	44
Section 7.02. Preservation of Information; Communications, Reports and Certain Documents to Noteholders	44
Section 7.03. Reports by Issuer	44
Section 7.04. Reports by Indenture Trustee	45
ARTICLE EIGHT ACCOUNTS, DISBURSEMENTS AND RELEASES

Section 8.01. Collection of Money	46
Section 8.02. Accounts	46
Section 8.03. General Provisions Regarding Accounts	47
Section 8.04. Release of Trust Estate	47
Section 8.05. Opinion of Counsel	48
Section 8.06. [The Collateral Support Account]	48